UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-QSB/A

(Mark One)
[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                 For the quarterly period ended September 30, 2002


[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

              For the transition period from __________ to __________

                         Commission file number 0-13808


                            HOUSING PROGRAMS LIMITED
                       (A California Limited Partnership)


          California                                           95-3906167
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization                              Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)



                                Explanatory Note

This document amends the Form 10-QSB for the quarter ended September 30, 2002 to
include  financial   statements  that  have  been  reviewed  by  an  independent
accountant  as required by Rule  10-01(d) of  Regulation  S-X.  This document is
accompanied by the certifications required by the Sarbanes-Oxley Act of 2002 and
Rules 13a-14 and 15d-14  promulgated under the Securities  Exchange Act of 1934,
as amended.



                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                             INDEX TO FORM 10-QSB/A

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2002




PART I.     FINANCIAL INFORMATION

      ITEM 1.     FINANCIAL STATEMENTS

                  Balance Sheet
                    September 30, 2002                                         1

                  Statements of Operations
                    Three and Nine Months Ended September 30, 2002 and 2001    2

                  Statement of Partners' Deficiency
                    Nine Months Ended September 30, 2002                       3

                  Statements of Cash Flows
                    Nine Months Ended September 30, 2002 and 2001              4

                  Notes to Financial Statements                                5

      ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                  OPERATION                                                   11

      ITEM 3.     CONTROLS AND PROCEDURES                                     13

PART II.    OTHER INFORMATION

      ITEM 1.     LEGAL PROCEEDINGS                                           14

      ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K                            15

      SIGNATURES                                                              16

      CERTIFICATIONS                                                          17

      EXHIBIT                                                                 19



                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS



                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                                  BALANCE SHEET

                               SEPTEMBER 30, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>


                             ASSETS

<S>                                       <C>                            <C>
Investments in limited partnerships (Note 3)                             $ --
Receivable from limited partnership                                         3,633
Cash and cash equivalents                                                     975

            Total assets                                                $ 4,608

              LIABILITIES AND PARTNERS' DEFICIENCY

Liabilities:
   Notes payable (Note 1)                                             $ 4,600,000
   Accrued fees due to affiliates (Note 4)                              1,212,203
   Accrued interest payable (Note 1)                                    7,215,813
   Accounts payable                                                       176,514
   Advances due to affiliates (Note 4)                                     45,935

                                                                       13,250,465
Commitments and Contingencies (Notes 4 and 5)

Partners' deficiency:
   General partners                                                      (383,207)
   Limited partners                                                   (12,862,650)

                                                                      (13,245,857)

            Total liabilities and partners' deficiency                  $ 4,608

     The accompanying notes are an integral part of these financial statements.
</TABLE>


                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                            STATEMENTS OF OPERATIONS

          FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


<TABLE>
<CAPTION>

                                              Three Months Ended           Nine Months Ended
                                                 September 30,               September 30,
                                              2002          2001           2002          2001

<S>                                          <C>           <C>           <C>            <C>
interest income                              $ 2,351       $ 1,288       $ 2,452        $ 7,315

operating Expenses:
  Management fees - partners (Note 4)          49,797        49,797       149,391        150,396
  General and administrative (Note 4)          17,634        27,758        38,163         57,216
  Legal and accounting                          8,717        18,906        44,659         64,195
  Interest                                    110,149       109,250       326,952        327,750
        Total operating expenses              186,297       205,711       559,165        599,557

Loss from Partnership operations             (183,946)     (204,423)     (556,713)      (592,242)
Equity in loss of limited partnerships
  (Note 3)                                         --            --       (30,462)       (96,589)
Gain on sale of limited partnership
  interest (Note 3)                                --            --            --         65,000
Distributions from limited partnerships
  recognized as income (Note 3)                    --            --        11,343         11,201

Net loss                                    $(183,946)    $(204,423)    $(575,832)     $(612,630)

Net loss to general partners (1%)           $ (1,839)     $ (2,044)      $ (5,758)     $ (6,126)
Net loss to limited partners (99%)           (182,107)     (202,379)     (570,074)      (606,504)

                                            $(183,946)    $(204,423)    $(575,832)     $(612,630)
Net loss per limited partnership
  interest (Note 2)                           $ (15)        $ (16)        $ (46)         $ (49)


     The accompanying notes are an integral part of these financial statements.
</TABLE>

                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                        STATEMENT OF PARTNERS' DEFICIENCY

                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
                                   (Unaudited)


<TABLE>
<CAPTION>


                                        General          Limited
                                       Partners          Partners          Total

<S>                                                          <C>
Partnership interests                                        12,368

Partners' deficiency,
  January 1, 2002                     $ (377,449)      $(12,292,576)    $(12,670,025)

Net loss for the nine months
  ended September 30, 2002                (5,758)          (570,074)        (575,832)

Partners' deficiency,
  September 30, 2002                  $ (383,207)      $(12,862,650)    $(13,245,857)


     The accompanying notes are an integral part of these financial statements.
</TABLE>

                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                            STATEMENTS OF CASH FLOWS

               FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                      2002            2001
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                <C>             <C>
  Net loss                                                         $(575,832)      $(612,630)
  Adjustments to reconcile net loss to net cash used in
   operating activities:
     Gain on sale of limited partnership interest                         --         (65,000)
     Equity in loss of limited partnerships                           30,462          96,589
     Decrease in due from escrow                                          --          15,000
     Increase (decrease) in:
      Accrued interest payable                                       326,952         327,750
      Accounts payable and accrued expenses                           35,311          19,974
      Accrued fees due to affiliates                                 163,632         (80,487)
         Net cash used in operating activities                       (19,475)       (298,804)

Cash flows from investing activities:
  Proceeds from sale of partnership interests                             --          65,000
  Advances to properties                                              (3,633)        (96,589)
  Capital contributions to limited partnerships                      (30,462)             --
         Net cash used in investing activities                       (34,095)        (31,589)

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
  Operating advances from affiliates                                  45,935              --

NET DECREASE IN CASH AND CASH EQUIVALENTS                             (7,635)       (330,393)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                         8,610         372,546

CASH AND CASH EQUIVALENTS, END OF PERIOD                             $ 975          $ 42,153


     The accompanying notes are an integral part of these financial statements.
</TABLE>


                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002

NOTE 1 - GOING CONCERN

The  accompanying  unaudited  financial  statements have been prepared  assuming
Housing Programs Limited (the  "Partnership")  will continue as a going concern.
The Partnership  continues to generate  recurring  operating  losses and suffers
from a lack  of  cash  as  well as a  partner's  deficiency.  In  addition,  the
Partnership is in default on notes payable and related accrued  interest payable
that matured in December 1999.

Two of the  Partnership's  investments,  Evergreen and Plaza  Village,  involved
purchases of partnership  interests from partners who subsequently withdrew from
the operating  partnership.  The Partnership is obligated for non-recourse notes
payable of  $4,600,000  to the  sellers of the  partnership  interests,  bearing
interest at 9.5 percent.  The notes matured in December 1999. These  obligations
and the related interest are collaterized by the Partnership's investment in the
local limited  partnerships and are payable only out of cash  distributions from
the local limited partnerships, as defined in the notes. Unpaid interest was due
at maturity of the notes.

All notes payable and related accrued interest payable,  aggregating $11,815,813
as of September  30, 2002,  became  payable  prior to  September  30, 2002.  The
Partnership  has not made any payments and is in default  under the terms of the
notes. Management is attempting to negotiate extensions of the maturity dates on
the notes payable. (See Note 5)

As a result of the above,  there is  substantial  doubt about the  Partnership's
ability to continue as a going concern.  The financial statements do not include
any adjustments to reflect the possible future effects of the recoverability and
classification of assets or amounts and  classifications of liabilities that may
result from these uncertainties.

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The information  contained in the following notes to the financial statements is
condensed  from  that  which  would  appear  in  the  annual  audited  financial
statements;  accordingly,  the financial  statements  included  herein should be
reviewed in conjunction with the financial  statements and related notes thereto
contained in the  Partnership's  annual  report for the year ended  December 31,
2001.  Accounting  measurements  at interim  dates  inherently  involve  greater
reliance  on  estimates  than at year end.  The  results of  operations  for the
interim periods presented are not necessarily  indicative of the results for the
entire year.

In  the  opinion  of  the  Partnership,  the  accompanying  unaudited  financial
statements  contain all adjustments  (consisting  primarily of normal  recurring
accruals)  necessary to present fairly the financial position of the Partnership
at September  30, 2002 and the results of  operations  and changes in cash flows
for the three and nine months ended September 30, 2002 and 2001.

Organization

The Partnership was organized under the California  Uniform Limited  Partnership
Act on May 15, 1984.  The  Partnership  was formed to invest  primarily in other
limited  partnerships  that own or lease  and  operate  federal,  state or local
government-assisted  housing  projects.  These other  limited  partnerships  are
referred  to as  "local  limited  partnerships".  The  general  partners  of the
Partnership  are  National  Partnership   Investments  Corp.  ("NAPICO"  or  the
"Corporate  General  Partner"),  Coast Housing  Investment  Associates (CHIA), a
limited partnership, and Housing Programs Corporation II.

The general  partners  have a one percent  interest in profits and losses of the
Partnership.  The limited  partners have the remaining 99 percent interest which
is allocated in proportion to their respective individual investments. NAPICO is
the corporate general partner of the Partnership.

On December 3, 2001, Casden Properties Inc., entered into a merger agreement and
certain other  transaction  documents with  Apartment  Investment and Management
Company,  a Maryland  corporation  ("AIMCO")  and  certain of its  subsidiaries,
pursuant to which, on March 11, 2002, AIMCO acquired Casden  Properties Inc. and
its  subsidiaries,  including  100% of the stock of  NAPICO.  Prior to March 11,
2002, Casden  Properties Inc. owned a 95.25% economic  interest in NAPICO,  with
the balance owned by Casden Investment Corporation ("CIC"). CIC, which is wholly
owned by Alan I. Casden, owned 95% of the voting common stock of NAPICO prior to
March 11, 2002.

Basis of Presentation

The  accompanying  financial  statements  have been prepared in conformity  with
accounting principles generally accepted in the United States.

Method of Accounting for Investment in Limited Partnerships

The  investments in local limited  partnerships  are accounted for on the equity
method.  Acquisition,  selection fees and other costs related to the acquisition
of the projects have been capitalized to the investment account and amortized by
the straight  line method over the  estimated  lives of the  underlying  assets,
which is generally 30 years.

Net Loss Per Limited Partnership Interest

Net loss per limited  partnership  interest was computed by dividing the limited
partners'  share of net loss by the  number  of  limited  partnership  interests
outstanding during the period. The number of limited  partnership  interests was
12,368 for the periods presented.

Cash and Cash Equivalents

Cash and cash  equivalents  consist of cash and money market mutual  funds.  The
Partnership  has its cash and cash  equivalents  on deposit  primarily  with one
money market mutual fund. Such cash and cash equivalents are uninsured.

Impairment of Long-Lived Assets

The  Partnership  reviews  long-lived  assets to determine if there has been any
permanent  impairment whenever events or changes in circumstances  indicate that
the  carrying  value  of the  asset  may not be  recoverable.  If the sum of the
expected  future cash flows is less than the carrying  value of the assets,  the
Partnership recognizes an impairment loss.

Recent Accounting Pronouncements

In  January  2003,  the  FASB  issued  FASB  Interpretation  No.  46  ("FIN46"),
Consolidation of Variable  Interest  Entities,  an Interpretation of ARB No. 51.
FIN46 requires  certain  variable  interest  entities to be  consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional subordinated financial support from other parties. FIN46 is effective
for all new variable  interest  entities  created or acquired  after January 31,
2003. For variable  interest  entities  created or acquired prior to February 1,
2003,  the  provisions  of FIN46 must be applied for the first interim or annual
period  beginning after June 15, 2003. The  Partnership is currently  evaluating
the effect that the adoption of FIN46 will have on its results of operations and
financial condition.

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of September 30, 2002, the Partnership holds limited partnership interests in
seven limited partnerships (the "Local Limited Partnerships"). The Local Limited
Partnerships  as of  September  30,  2002,  own  residential  low income  rental
projects  consisting  of 1,153  apartment  units.  The mortgage  loans for these
projects are payable to or insured by various government agencies.

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local  Limited  Partnerships.  Accordingly,  the  Partnership  accounts  for its
investments  in the Local  Limited  Partnerships  using the equity  method.  The
Partnership  is allocated  profits and losses of the Local Limited  Partnerships
based upon its respective ownership percentage of 99%.  Distributions of surplus
cash from operations from most of the Local Limited  Partnerships are restricted
by the Local Limited Partnerships'  Regulatory Agreements with the United States
Department of Housing and Urban Development  ("HUD").  These  restrictions limit
the distribution to a portion,  generally less than 10%, of the initial invested
capital.  The excess surplus cash is deposited into a residual receipts reserve,
of which  the  ultimate  realization  by the  Partnership  is  uncertain  as HUD
frequently  retains it upon sale or  dissolution of the Local  Partnership.  The
Partnership  is  allocated  profits and losses and receives  distributions  from
refinancings  and  sales in  accordance  with the  Local  Limited  Partnerships'
partnership  agreements.   These  agreements  usually  limit  the  Partnership's
distributions to an amount  substantially less than its ownership  percentage in
the Local Partnership.

The individual  investments are carried at cost plus the Partnership's  share of
the Local  Limited  Partnership's  profits less the  Partnership's  share of the
Local Limited  Partnership's  losses,  distributions and impairment charges. See
"Note 2 -  Organization  and Summary of Significant  Accounting  Policies" for a
description of the impairment  policy. The Partnership is not legally liable for
the obligations of the Local Limited Partnerships and is not otherwise committed
to provide additional support to them.  Therefore,  it does not recognize losses
once its  investment  in each of the Local  Limited  Partnerships  reaches zero.
Distributions  from  the  Local  Limited  Partnerships  are  accounted  for as a
reduction of the investment  balance until the investment  balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of operations.

For those  investments  where the  Partnership  has determined that the carrying
value  of its  investments  approximates  the  estimated  fair  value  of  those
investments,  the  Partnership's  policy is to recognize equity in income of the
Local  Limited  Partnerships  only to the extent of  distributions  received and
amortization  of  acquisition  costs  from  those  Local  Limited  Partnerships.
Therefore,  the  Partnership  limits its  recognition of equity  earnings to the
amount it expects to ultimately realize.

As of September  30, 2002,  the  investment  balance in all of the Local Limited
Partnerships had been reduced to zero.

The following are unaudited combined estimated  statements of operations for the
three and nine months ended  September  30, 2002 and 2001 for the local  limited
partnerships in which the Partnership has investments:

<TABLE>
<CAPTION>

                               Three Months Ended              Nine Months Ended
                                 September 30,                   September 30,
                              2002           2001             2002            2001
Revenues
<S>                       <C>             <C>             <C>             <C>
  Rental and other        $ 1,885,000     $ 1,892,000     $ 5,655,000     $ 5,676,000

Expenses
  Depreciation                374,000         362,000       1,122,000       1,086,000
  Interest                    242,000         242,000         726,000         726,000
  Operating                 1,402,000       1,339,000       4,206,000       4,017,000

                            2,018,000       1,943,000       6,054,000       5,829,000

Net loss                   $ (133,000)     $ (51,000)     $ (399,000)     $ (153,000)
</TABLE>

NAPICO, or one of its affiliates, is the general partner and property management
agent for certain of the local limited  partnerships  included above. During the
nine months  ended  September  30, 2002 and 2001,  affiliates  of the  Corporate
General Partner were paid approximately $40,000 and $30,000,  respectively,  for
providing property management services.

Under recent adopted law and policy, the United States Department of Housing and
Urban  Development  ("HUD") has determined  not to renew the Housing  Assistance
Payment  ("HAP")  Contracts  on a long  term  basis on the  existing  terms.  In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental  assistance  payments under renewed HAP Contracts will be based
on market rentals instead of above market  rentals,  which may be the case under
existing HAP Contracts.  The payments under the renewed HAP Contracts may not be
in an amount  that  would  provide  sufficient  cash  flow to  permit  owners of
properties  subject to HAP  Contracts to meet the debt service  requirements  of
existing  loans  insured by the Federal  Housing  Administration  of HUD ("FHA")
unless such mortgage loans are  restructured.  In order to address the reduction
in payments under HAP Contracts as a result of this new policy, the Multi-family
Assisted Housing Reform and  Affordability  Act of 1997 ("MAHRAA")  provides for
the  restructuring  of  mortgage  loans  insured  by the  FHA  with  respect  to
properties  subject  to the  Section 8 program.  Under  MAHRAA,  an  FHA-insured
mortgage  loan can be  restructured  into a first  mortgage  loan  which will be
amortized on a current basis and a low interest  second mortgage loan payable to
FHA which will only be payable on  maturity  of the first  mortgage  loan.  This
restructuring results in a reduction in annual debt service payable by the owner
of the  FHA-insured  mortgage  loan and is  expected  to result in an  insurance
payment from FHA to the holder of the  FHA-insured  loan due to the reduction in
the principal amount. MAHRAA also phases out project-based subsidies on selected
properties  serving  families not located in rental markets with limited supply,
converting such subsidies to a tenant-based subsidy.

When the HAP  Contracts are subject to renewal,  there can be no assurance  that
the local limited  partnerships  in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
the  economic  impact  on the  Partnership  of the  combination  of the  reduced
payments  under  the  HAP  Contracts  and  the  restructuring  of  the  existing
FHA-insured mortgage loans under MAHRAA is uncertain.

During the nine months  ended  September  30,  2001,  the  Partnership  sold its
interest in one local  limited  partnership  for net  proceeds  of $65,000.  The
Partnership  recognized a gain from the sale equal to the net proceeds  received
because it had no investment balance related to this partnership.

NOTE 4 - FEES AND EXPENSES DUE TO GENERAL PARTNERS

Under  the  terms of the  Restated  Certificate  and  Agreement  of the  Limited
Partnership,  the  Partnership  is obligated  to pay to the general  partners an
annual  management fee equal to 0.5 percent of the original  invested  assets of
the local  limited  partnerships.  Invested  assets is  defined  as the costs of
acquiring project interests  including the proportionate  amount of the mortgage
loans  related to the  Partnership's  interests  in the capital  accounts of the
respective local limited  partnerships.  For the nine months ended September 30,
2002 and 2001,  $149,391 and  $150,396,  respectively,  has been  expensed.  The
unpaid balance at September 30, 2002 is $1,197,962.

The Partnership  reimburses  NAPICO for certain  expenses.  The reimbursement to
NAPICO was  $14,241  (unpaid at  September  30,  2002) and  $15,710 for the nine
months  ended  September  30,  2002 and 2001,  respectively,  and is included in
general and administrative expenses.

The Corporate  General Partner has advanced the  Partnership  funds to assist in
paying for normal  operating  expenses.  These advances do not accrue  interest.
During the nine months ended  September 30, 2002, the Corporate  General Partner
advanced $45,935 for such purposes.

As of  September  30,  2002,  the fees and  expenses  due the  general  partners
exceeded the Partnership's  cash. The general  partners,  during the forthcoming
year,  are not expected to demand  payment of amounts due in excess of such cash
or such that the Partnership would not have sufficient  operating cash; however,
the Partnership will remain liable for all such amounts.

NOTE 5 - CONTINGENCIES

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interests  in Real Estate  Associates  Limited  III (an  affiliated
partnership in which NAPICO is the corporate  general partner) and two investors
holding an  aggregate  of five units of limited  partnership  interests  in Real
Estate Limited Associates VI (another affiliated  partnership in which NAPICO is
the corporate general partner) commenced an action in the United States District
Court for the Central  District of California  against  NAPICO and certain other
defendants.  The complaint alleged that the defendants  breached their fiduciary
duty to the limited partners of certain NAPICO managed partnerships and violated
securities  laws by making  materially  false and  misleading  statements in the
consent   solicitation   statements  sent  to  the  limited   partners  of  such
partnerships  relating to approval of the transfer of  partnership  interests in
limited partnerships,  owning certain of the properties, to affiliates of Casden
Properties  Inc.,  organized by an affiliate of NAPICO.  The  plaintiffs  sought
equitable relief, as well as compensatory  damages and litigation related costs.
On August 4, 1999, one investor holding one unit of limited partnership interest
in the Partnership  commenced a virtually  identical action in the United States
District Court for the Central  District of California  against the Partnership,
NAPICO and certain other  entities.  The second action was subsumed in the first
action,  and was  certified as a class  action.  On August 21, 2001,  plaintiffs
filed a supplemental complaint,  which added new claims,  including a rescission
of the transfer of partnership interests and an accounting. The matter was tried
in October and  November  2002.  In November  2002,  the jury  returned  special
verdicts   against  NAPICO  and  certain  other  defendants  in  the  amount  of
approximately $25.2 million for violations of securities laws and against NAPICO
for approximately $67.3 million for breaches of fiduciary duty. In addition, the
jury awarded the plaintiffs  punitive  damages  against NAPICO of  approximately
$92.5 million. NAPICO and the other defendants have submitted motions seeking to
set aside the verdict in its entirety,  with oral  argument  scheduled for March
2003.  While the matter is not yet final and no judgment has been  entered,  the
matter is the  responsibility  of the former  shareholders of Casden  Properties
Inc.  pursuant  to the  documents  related  to  AIMCO's  acquisition  of  Casden
Properties Inc., which was completed in March 2002.

The holder of a purchase  money  promissory  note issued by  Cloverleaf  limited
partnership,  one of the  Partnership's  investments,  in the amount of $845,000
plus accrued  interest  payable of $1,130,000 as of September 30, 2002,  filed a
foreclosure action against the Cloverleaf limited  partnership.  The Partnership
and other defendants have answered the complaint and intend to vigorously defend
this action.  The  Partnership  has no investment  balance related to this Local
Partnership.

The holders of three cash flow notes,  with an  aggregate  principal  balance of
$3,825,000,  issued by Oshtemo Limited Dividend Housing Association,  one of the
Partnership's investments,  filed a suit on June 18, 2002 to reduce the notes to
judgment and  foreclosure  on the  Partnership's  interest in this local limited
partnership.  As of  September  30,  2002,  the parties had reached a settlement
which requires the local limited  partnership to refinance the property by March
31,  2003.  The  proceeds  from  the  refinancing  will be used  to  settle  the
outstanding  notes.  The suit has been  stayed  until  March 31,  2003,  pending
consummation  of the  settlement.  The  Partnership  has no  investment  balance
related to this local limited partnership.

NAPICO is a plaintiff  in various  lawsuits and has also been named as defendant
in other lawsuits arising from  transactions in the ordinary course of business.
In the opinion of NAPICO,  the claims will not result in any material  liability
to the Partnership.

NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial  Accounting  Standards  No. 107,  "Disclosure  about Fair
Value of Financial  Instruments,"  requires disclosure of fair value information
about financial instruments,  when it is practicable to estimate that value. The
notes payable are  collateralized by the  Partnership's  investments in investee
limited  partnerships,  which account for the  Partnership's  primary  source of
revenues, are subject to various government rules,  regulations and restrictions
which make it  impracticable to estimate the fair value of the notes and related
accrued interest payable.  It is impracticable to estimate the fair value of the
amounts due to affiliates due to their related party nature. The carrying amount
of other assets and liabilities reported on the balance sheets that require such
disclosure approximates fair value due to their short-term maturity.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  Actual  results may
differ  materially  from those described in the  forward-looking  statements and
will  be  affected  by  a  variety  of  risks  and  factors  including,  without
limitation:  national and local economic  conditions;  the terms of governmental
regulations that affect the Registrant and interpretations of those regulations;
the competitive  environment in which the Registrant operates;  financing risks,
including the risk that cash flows from  operations may be  insufficient to meet
required  payments of  principal  and  interest;  real estate  risks,  including
variations  of real  estate  values and the  general  economic  climate in local
markets and competition for tenants in such markets; and possible  environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

The Corporate  General  Partner  monitors  developments in the area of legal and
regulatory   compliance  and  is  studying  new  federal  laws,   including  the
Sarbanes-Oxley  Act of 2002. The Sarbanes-Oxley Act of 2002 mandates or suggests
additional compliance measures with regard to governance,  disclosure, audit and
other areas.  In light of these changes,  the  Partnership  expects that it will
incur higher expenses related to compliance, including increased legal and audit
fees.

Liquidity and Capital Resources

The  Partnership's  primary  sources of funds include  interest  income on money
market accounts and distributions  from local limited  partnerships in which the
Partnership  has  invested.  It is not  expected  that any of the local  limited
partnerships  in which the  Partnership  has invested  will  generate  cash flow
sufficient to provide for distributions to the Partnership's limited partners in
any material amount.

The accompanying  unaudited financial statements have been prepared assuming the
Partnership  will  continue as a going  concern.  The  Partnership  continues to
generate recurring operating losses and suffers from a lack of cash as well as a
partners'  deficiency.  In  addition,  the  Partnership  is in  default on notes
payable and related accrued interest payable that matured in December 1999.

Two of the  Partnership's  investments,  Evergreen and Plaza  Village,  involved
purchases of partnership  interests from partners who subsequently withdrew from
the operating  partnership.  The Partnership is obligated for non-recourse notes
payable of  $4,600,000  to the  sellers of the  partnership  interests,  bearing
interest at 9.5 percent.  The notes matured in December 1999. These  obligations
and the related interest are collaterized by the Partnership's investment in the
local limited  partnerships and are payable only out of cash  distributions from
the local limited partnerships, as defined in the notes. Unpaid interest was due
at maturity of the notes.

All notes payable and related accrued interest payable,  aggregating $11,815,813
as of September  30, 2002,  became  payable  prior to  September  30, 2002.  The
Partnership  has not made any payments and is in default  under the terms of the
notes. Management is attempting to negotiate extensions of the maturity dates on
the notes payable.

As a result of the above,  there is  substantial  doubt about the  Partnership's
ability to continue as a going concern.  The financial statements do not include
any adjustments to reflect the possible future effects of the recoverability and
classification of assets or amounts and  classifications of liabilities that may
result from these uncertainties.

Results of Operations

Partnership  revenues consist  primarily of interest income earned on investment
of funds.  The Partnership  also receives  distributions  from the local limited
partnerships in which it has invested.

Except for investing cash in money market funds, the  Partnership's  investments
consist  entirely  of  interests  in other  local  limited  partnerships  owning
government-assisted  housing  projects.  Available  cash not  invested  in local
limited partnerships is invested in these money market funds to provide interest
income  as  reflected  in the  statements  of  operations.  These  funds  can be
converted to cash to meet obligations as they arise. The Partnership  intends to
continue investing available funds in this manner.

An annual  management fee is payable to the general  partners of the Partnership
and is  calculated  at 0.5 percent of the  Partnership's  invested  assets.  The
management fee is paid to the general partners for their  continuing  management
of partnership  affairs.  The fee is payable  beginning with the month following
the Partnership's initial investment in a local limited partnership.  Management
fees were $149,391 and $150,396 for the nine months ended September 30, 2002 and
2001, respectively.

In accordance with the Partnership Agreement,  the Corporate General Partner has
advanced  the  Partnership  funds to  assist  in  paying  for  normal  operating
expenses.  These advances do not accrue  interest.  During the nine months ended
September 30, 2002,  the Corporate  General  Partner  advanced  $45,935 for such
purposes.

Operating expenses,  other than management fees and interest expense, consist of
legal  and  accounting  fees  for  services  rendered  to  the  Partnership  and
administrative  expenses,  which  were  generally  consistent  for  the  periods
presented.  Legal and  accounting  fees were  $44,659  and  $64,195 for the nine
months  ended   September   30,  2002  and  2001,   respectively.   General  and
administrative expenses were $38,163 and $57,216 for the periods ended September
30, 2002 and 2001, respectively.

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and  operations,  including  refinancing or selling  decisions of the
Local  Limited  Partnerships.  Accordingly,  the  Partnership  accounts  for its
investment in the Local Limited  Partnerships using the equity method.  Thus the
individual  investments are carried at cost plus the Partnership's  share of the
Local Limited  Partnership's  profits less the Partnership's  share of the Local
Limited Partnership's losses and distributions and impairment charges.  However,
since the  Partnership  is not legally  liable for the  obligations of the Local
Limited  Partnerships,  or is not  otherwise  committed  to  provide  additional
support to them, it does not recognize losses once its investment in each of the
Local Limited  Partnerships  reaches zero.  Distributions from the Local Limited
Partnerships  are accounted for as a reduction of the  investment  balance until
the investment balance is reduced to zero. Subsequent distributions received are
recognized as income in the  accompanying  statements of  operations.  For those
investments  where the Partnership has determined that the carrying value of its
investments  approximates  the estimated  fair value of those  investments,  the
Partnership's  policy is to  recognize  equity  in  income of the Local  Limited
Partnerships  only to the extent of  distributions  received and amortization of
acquisition costs from those Local Limited Partnerships.  During the nine months
ended September 30, 2002 and 2001, the Partnership  recognized equity in loss of
$30,462 and $96,589, respectively,  from Local Limited Partnerships.  During the
nine months ended September 30, 2002 and 2001, the Partnership  received $11,343
and $11,201,  respectively,  in distributions  from Local Limited  Partnerships,
that were  recognized  as  income  in the  statements  of  operations  since the
Partnership's investment balances have been reduced to zero.

Under recent adopted law and policy, the United States Department of Housing and
Urban  Development  ("HUD") has determined  not to renew the Housing  Assistance
Payment  ("HAP")  Contracts  on a long  term  basis on the  existing  terms.  In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental  assistance  payments under renewed HAP Contracts will be based
on market rentals instead of above market  rentals,  which may be the case under
existing HAP Contracts.  The payments under the renewed HAP Contracts may not be
in an amount  that  would  provide  sufficient  cash  flow to  permit  owners of
properties  subject to HAP  Contracts to meet the debt service  requirements  of
existing  loans  insured by the Federal  Housing  Administration  of HUD ("FHA")
unless such mortgage loans are  restructured.  In order to address the reduction
in payments under HAP Contracts as a result of this new policy, the Multi-family
Assisted Housing Reform and  Affordability  Act of 1997 ("MAHRAA")  provides for
the  restructuring  of  mortgage  loans  insured  by the  FHA  with  respect  to
properties  subject  to the  Section 8 program.  Under  MAHRAA,  an  FHA-insured
mortgage  loan can be  restructured  into a first  mortgage  loan  which will be
amortized on a current basis and a low interest  second mortgage loan payable to
FHA which will only be payable on  maturity  of the first  mortgage  loan.  This
restructuring results in a reduction in annual debt service payable by the owner
of the  FHA-insured  mortgage  loan and is  expected  to result in an  insurance
payment from FHA to the holder of the  FHA-insured  loan due to the reduction in
the principal amount. MAHRAA also phases out project-based subsidies on selected
properties  serving  families not located in rental markets with limited supply,
converting such subsidies to a tenant-based subsidy.

When the HAP  Contracts are subject to renewal,  there can be no assurance  that
the local limited  partnerships  in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
the  economic  impact  on the  Partnership  of the  combination  of the  reduced
payments  under  the  HAP  Contracts  and  the  restructuring  of  the  existing
FHA-insured mortgage loans under MAHRAA is uncertain.

During the nine months  ended  September  30,  2001,  the  Partnership  sold its
interest in one local  limited  partnership  for net  proceeds  of $65,000.  The
Partnership  recognized a gain from the sale equal to the net proceeds  received
because it had no investment balance related to this partnership.

ITEM 3.     CONTROLS AND PROCEDURES

The principal executive officer and principal financial officer of the Corporate
General Partner, who are the equivalent of the Partnership's principal executive
officer and principal financial officer,  respectively,  have, within 90 days of
the filing date of this amended quarterly report, evaluated the effectiveness of
the Partnership's disclosure controls and procedures (as defined in Exchange Act
Rules  (13a-14(c)  and  (15d-14(c))  and have  determined  that such  disclosure
controls and procedures are adequate.  There have been no significant changes in
the Partnership's internal controls or in other factors that could significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.

                           PART II - OTHER INFORMATION



ITEM 1.     LEGAL PROCEEDINGS

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interests  in Real Estate  Associates  Limited  III (an  affiliated
partnership in which NAPICO is the corporate  general partner) and two investors
holding an  aggregate  of five units of limited  partnership  interests  in Real
Estate Limited Associates VI (another affiliated  partnership in which NAPICO is
the corporate general partner) commenced an action in the United States District
Court for the Central  District of California  against  NAPICO and certain other
defendants.  The complaint alleged that the defendants  breached their fiduciary
duty to the limited partners of certain NAPICO managed partnerships and violated
securities  laws by making  materially  false and  misleading  statements in the
consent   solicitation   statements  sent  to  the  limited   partners  of  such
partnerships  relating to approval of the transfer of  partnership  interests in
limited partnerships,  owning certain of the properties, to affiliates of Casden
Properties  Inc.,  organized by an affiliate of NAPICO.  The  plaintiffs  sought
equitable relief, as well as compensatory  damages and litigation related costs.
On August 4, 1999, one investor holding one unit of limited partnership interest
in the Partnership  commenced a virtually  identical action in the United States
District Court for the Central  District of California  against the Partnership,
NAPICO and certain other  entities.  The second action was subsumed in the first
action,  and was  certified as a class  action.  On August 21, 2001,  plaintiffs
filed a supplemental complaint,  which added new claims,  including a rescission
of the transfer of partnership interests and an accounting. The matter was tried
in October and  November  2002.  In November  2002,  the jury  returned  special
verdicts   against  NAPICO  and  certain  other  defendants  in  the  amount  of
approximately $25.2 million for violations of securities laws and against NAPICO
for approximately $67.3 million for breaches of fiduciary duty. In addition, the
jury awarded the plaintiffs  punitive  damages  against NAPICO of  approximately
$92.5 million. NAPICO and the other defendants have submitted motions seeking to
set aside the verdict in its entirety,  with oral  argument  scheduled for March
2003.  While the matter is not yet final and no judgment has been  entered,  the
matter is the  responsibility  of the former  shareholders of Casden  Properties
Inc.  pursuant  to the  documents  related  to  AIMCO's  acquisition  of  Casden
Properties Inc., which was completed in March 2002.

The holder of a purchase  money  promissory  note issued by  Cloverleaf  limited
partnership,  one of the  Partnership's  investments,  in the amount of $845,000
plus accrued  interest  payable of $1,130,000 as of September 30, 2002,  filed a
foreclosure action against the Cloverleaf limited  partnership.  The Partnership
and other defendants have answered the complaint and intend to vigorously defend
this action.  The  Partnership  has no investment  balance related to this Local
Partnership.

The holders of three cash flow notes,  with an  aggregate  principal  balance of
$3,825,000,  issued by Oshtemo Limited Dividend Housing Association,  one of the
Partnership's investments,  filed a suit on June 18, 2002 to reduce the notes to
judgment and  foreclosure  on the  Partnership's  interest in this local limited
partnership.  As of  September  30,  2002,  the parties had reached a settlement
which requires the local limited  partnership to refinance the property by March
31,  2003.  The  proceeds  from  the  refinancing  will be used  to  settle  the
outstanding  notes.  The suit has been  stayed  until  March 31,  2003,  pending
consummation  of the  settlement.  The  Partnership  has no  investment  balance
related to this local limited partnership.

NAPICO is a plaintiff  in various  lawsuits and has also been named as defendant
in other lawsuits arising from  transactions in the ordinary course of business.
In the opinion of NAPICO,  the claims will not result in any material  liability
to the Partnership.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

                  Exhibit  3,  Restated  Certificate  and  Agreement  of Limited
                  Partnership  dated May 15, 1984 filed with the  Securities and
                  Exchange  Commission  Form S-11 No.  2-92352,  which is hereby
                  incorporated by reference.

                  Exhibit 99, Certification of Chief Executive Officer and Chief
                  Financial Officer.

            b) Reports on Form 8-K:

                  Current  Report on Form 8-K dated August 29, 2002 and filed on
                  September  6, 2002,  disclosing  the  dismissal  of Deloitte &
                  Touche LLP as the  Partnership's  certifying  auditor  and the
                  appointment  of Ernst & Young LLP, as the  certifying  auditor
                  for the year ending December 31, 2002.

                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                    HOUSING PROGRAMS LIMITED
                                    (a California limited partnership)


                                    By:   National Partnership Investments Corp.
                                          Corporate General Partner


                                    By:   /s/David R. Robertson
                                          David R. Robertson
                                          President and Chief Executive Officer


                                    By:   /s/Brian H. Shuman
                                          Brian H. Shuman
                                          Senior Vice President and
                                          Chief Financial Officer


                                    Date: March 5, 2003

                                  CERTIFICATION


I, David R. Robertson, certify that:


1. I have reviewed this  quarterly  report on Form 10-QSB/A of Housing  Programs
Limited;


2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  March 5, 2003


                                    /s/ David R. Robertson
                                    David R. Robertson
                                    President and Chief  Executive   Officer  of
                                    National Partnership Investments Corp.,
                                    equivalent of the chief executive officer of
                                    the Partnership

                                  CERTIFICATION


I, Brian H. Shuman, certify that:


1. I have reviewed this  quarterly  report on Form 10-QSB/A of Housing  Programs
Limited;


2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  March 5, 2003

                                /s/ Brian H. Shuman
                                Brian H. Shuman
                                Senior  Vice   President  and  Chief   Financial
                                Officer  of  National  Partnership   Investments
                                Corp.,   equivalent   of  the  chief   financial
                                officer of the Partnership

Exhibit 99


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                   Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with the Quarterly  Report on Form 10-QSB/A of Housing  Programs
Ltd. (the  "Partnership"),  for the quarterly period ended September 30, 2002 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  David R. Robertson, as the equivalent of the chief executive officer
of the  Partnership,  and  Brian  H.  Shuman,  as the  equivalent  of the  chief
financial  officer of the  Partnership,  each hereby  certifies,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                    /s/    David R. Robertson
                                    Name:  David R. Robertson
                                    Date:  March 5, 2003


                                    /s/    Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  March 5, 2003


This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002, be deemed filed by the  Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.