UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



Form 10-QSB



(Mark One)

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934



For the quarterly period endedJune 30, 2007





[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT



For the transition period from __________ to __________



Commission file number 0-13808





HOUSING PROGRAMS LIMITED

(Exact name of small business issuer as specified in its charter)





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)







Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X  No ___



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No  X_







PART I - FINANCIAL INFORMATION





ITEM 1.

FINANCIAL STATEMENTS







HOUSING PROGRAMS LIMITED



BALANCE SHEET

(Unaudited)



June 30, 2007

(in thousands)









|                                               |       |        
|---------------------------------------------- | ----- | -------
|Assets                                         |       |        
|                                               |       |        
|Investments in and advances to Local Limited   |       |        
|Partnerships (Note 2)                          |       | $    --
|Cash and cash equivalents                      |       | 105    
|Accounts receivable                            |       | 53     
|                                               |       |        
|Total assets                                   |       | $158   
|                                               |       |        
|Liabilities and Partners (deficiency) capital |       |        
|                                               |       |        
|Liabilities:                                   |       |        
|Accrued fees due to affiliates (Note 4)        |       | $   254
|Accounts payable and accrued expenses          |       | 25     
|                                               |       |        
|Partners' (deficiency) capital:                |       |        
|General partners                               | (252) |        
|Limited partners                               | 131   | (121)  
|                                               |       |        
|Total liabilities and partners'                |       |        
|(deficiency) capital                           |       | $158   





See Accompanying Notes to Financial Statements













HOUSING PROGRAMS LIMITED



STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)







|                                        |                    |                  |         |         
|--------------------------------------- | ------------------ | ---------------- | ------- | --------
|                                        | Three Months Ended | Six Months Ended
|                                        | June 30,           | June 30,        
|                                        | 2007               | 2006             | 2007    | 2006    
|Revenues:                               |                    |                  |         |         
|Interest income                         | $2                 | $2               | $4      | $3      
|                                        |                    |                  |         |         
|Operating Expenses:                     |                    |                  |         |         
|Management fees  partners (Note 4)     | 34                 | 37               | 68      | 74      
|General and administrative              | 5                  | 6                | 9       | 11      
|Legal and accounting                    | 10                 | 17               | 22      | 32      
|Interest                                | 1                  | 47               | 18      | 94      
|Total operating expenses                | 50                 | 107              | 117     | 211     
|                                        |                    |                  |         |         
|Loss from Partnership operations        | (48)               | (105)            | (113)   | (208)   
|Distributions from Local Limited        |                    |                  |         |         
|Partnerships recognized as income       |                    |                  |         |         
|(Note 2)                                | --                 | 6                | --      | 17      
|Gain on assignment of interest in       |                    |                  |         |         
|Local Limited Partnership (Note 2)      | --                 | --               | 25      | --      
|Gain on extinguishment of debt (Note 3) | --                 | --               | 3,121   | --      
|Distributions from Local Limited        |                    |                  |         |         
|Partnership sale of investment          |                    |                  |         |         
|property (Note 2)                       | --                 | --               | --      | 75      
|Net (loss) income                       | $(48)              | $(99)            | $3,033  | $(116)  
|                                        |                    |                  |         |         
|Net (loss) income to general partners   |                    |                  |         |         
|(1%)                                    | $    --            | $    (1)         | $    30 | $    (1)
|Net (loss) income to limited partners   |                    |                  |         |         
|(99%)                                   | (48)               | (98)             | 3,003   | (115)   
|                                        |                    |                  |         |         
|                                        | $(48)              | $(99)            | $3,033  | $(116)  
|Net (loss) income per limited           |                    |                  |         |         
|partnership interest (Note 1)           | $(3.94)            | $(8.03)          | $246.63 | $(9.42) 





See Accompanying Notes to Financial Statements













HOUSING PROGRAMS LIMITED



STATEMENT OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL

(Unaudited)

(in thousands, except interest data)









|                                |          |          |         
|------------------------------- | -------- | -------- | --------
|                                | General  | Limited  |         
|                                | Partners | Partners | Total   
|                                |          |          |         
|Partnership interests (A)       |          | 12,176   |         
|                                |          |          |         
|Partners' deficit,              |          |          |         
|December 31, 2006               | $  (282) | $(2,872) | $(3,154)
|                                |          |          |         
|Net income for the six months   |          |          |         
|ended June 30, 2007             | 30       | 3,003    | 3,033   
|                                |          |          |         
|Partners' (deficiency) capital, |          |          |         
|June 30, 2007                   | $(252)   | $131     | $(121)  
|                                |          |          |         
|Percentage interest at          |          |          |         
|June 30, 2007                   | 1%       | 99%      | 100%    



(A)

Consists of 12,176 and 12,186 partnership interests at June 30, 2007 and 2006, respectively. During the six months ended June 30, 2006, 24 interests were abandoned. No interests were abandoned during the six months ended June 30, 2007.





See Accompanying Notes to Financial Statements















HOUSING PROGRAMS LIMITED



STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)







|                                                       |                  |         
|------------------------------------------------------ | ---------------- | --------
|                                                       | Six Months Ended
|                                                       | June 30,        
|                                                       | 2007             | 2006    
|Cash flows from operating activities:                  |                  |         
|Net income (loss)                                      | $ 3,033          | $  (116)
|Adjustments to reconcile net income (loss) to net cash |                  |         
|(used in) provided by operating activities:            |                  |         
|Distributions from Local Limited Partnership sale of   |                  |         
|investment property                                    | --               | (75)    
|Gain on extinguishment of debt                         | (3,121)          | --      
|Gain on assignment of interest in Local Limited        |                  |         
|Partnership                                            | (25)             | --      
|Change in accounts:                                    |                  |         
|Accounts receivable                                    | (34)             | 120     
|Accrued interest payable                               | 18               | 94      
|Accounts payable and accrued expenses                  | (13)             | (20)    
|Accrued fees due to affiliates                         | 68               | 62      
|Net cash (used in) provided by operating activities    | (74)             | 65      
|                                                       |                  |         
|Cash flows from investing activities:                  |                  |         
|Distributions from Local Limited Partnership sale of   |                  |         
|investment property                                    | --               | 75      
|Proceeds from assignment of interest in Local Limited  |                  |         
|Partnership                                            | 25               | --      
|Net cash provided by investing activities              | 25               | 75      
|                                                       |                  |         
|Net (decrease) increase in cash and cash equivalents   | (49)             | 140     
|Cash and cash equivalents, beginning of period         | 154              | 62      
|                                                       |                  |         
|Cash and cash equivalents, end of period               | $105             | $202    







See Accompanying Notes to Financial Statements









HOUSING PROGRAMS LIMITED



NOTES TO FINANCIAL STATEMENTS

(Unaudited)





NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



General



The information contained in the following notes to the unaudited 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 fiscal year ended December 31, 2006. 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 June 30, 2007 and the results of operations and cash flows for the six months ended June 30, 2007 and 2006.



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 which own or lease and operate federal, state or local government-assisted housing projects. The general partners of the Partnership are National Partnership Investments Corp. ("NAPICO" or the "Corporate General Partner"), Housing Programs Corporation II and National Partnership Investment Associates (collectively, the "General Partners"). The Corporate General Partner and Housing Programs Corporation II are subsidiaries of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.



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.



Basis of Presentation



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



Method of Accounting for Investments in Local Limited Partnerships



The investments in local limited partnerships (the Local Limited Partnerships) are accounted for using the equity method.



Net Income (Loss) Per Limited Partnership Interest



Net income (loss) per limited partnership interest was computed by dividing the limited partners' share of net income (loss) by the number of limited partnership interests outstanding at the beginning of the year. The number of limited partnership interests was 12,176 and 12,210 at January 1, 2007 and 2006, respectively.



FASB Interpretation No. 46



As of December 31, 2004, the Partnership adopted FASB Interpretation No. 46 Consolidation of Variable Interest Entities (or FIN 46) and applied its requirements to all Local Limited Partnerships in which the Partnership held a variable interest.  FIN 46 addresses the consolidation by business enterprises of variable interest entities.  Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics:  (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entitys activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entitys activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights.  FIN 46 requires a VIE to be consolidated in the financial statements of the entity that is determined to be the primary beneficiary of the VIE.



At June 30, 2007, the Partnership holds variable interests in two VIEs for which the Partnership is not the primary beneficiary.  These two VIEsconsist of Local Limited Partnerships in which the Partnership acquired an interest prior to the adoption of FIN 46 that are directly engaged in the ownership and management of two apartment properties with a total of 408 units.  The Partnership is involved with those VIEs as a non-controlling limited partner equity holder. The Partnerships maximum exposure to loss as a result of its involvement with the unconsolidated VIEs is limited to the Partnerships recorded investments in and receivables from these VIEs, which was zero at June 30, 2007.  The Partnership may be subject to additional losses to the extent of any financial support that the Partnership voluntarily provides in the future.



Recent Accounting Pronouncements



In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value and does not expand the use of fair value in any new circumstances. SFAS No. 157 establishes a hierarchy that prioritizes the information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data, such as the reporting entitys own data. SFAS No. 157 requires fair value measurements to be disclosed by level within the fair value hierarchy. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Partnershipdoes not anticipate that the adoption of SFAS No. 157 will have a material effect on the Partnerships financial statements.



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Partnership has not yet determined whether it will elect the fair value option for any of its financial instruments.



In June 2007, the American Institute of Certified Public Accountants (the AICPA) issued Statement of Position No. 07-1, Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies ("SOP 07-1").  SOP 07-1 provides guidance for determining whether the accounting principles of the AICPA Audit and Accounting Guide Investment Companies are required to be applied to an entity by clarifying the definition of an investment company and, whether investment company accounting should be retained by a parent company upon consolidation of an investment company subsidiary, or by an investor in the application of the equity method of accounting to an investment company investee.  SOP 07-1 applies to reporting periods beginning on or after December 15, 2007, but earlier adoption is encouraged. The Partnership is currently evaluating the impact, if any, that adoption of SOP 07-1 may have on its financial statements in the period of adoption.



NOTE 2 - INVESTMENTS IN AND ADVANCES TO LOCAL LIMITED PARTNERSHIPS



As of June 30, 2007, the Partnership holds limited partnership interests in two Local Limited Partnerships. The Local Limited Partnerships own residential low income rental projects consisting of 408 apartment units. The mortgage loans of these projects are payable to or insured by various governmental agencies.



The Partnership, as a limited partner, does not have a contractual relationship with the Local Limited Partnerships or exercise control over the activities and operations, including refinancing or selling decisions, of the Local Limited Partnerships that would require or allow for consolidation. 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 both 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 Limited 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 Limited 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. 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.



The Partnership has no carrying value in investments in the Local Limited Partnerships as of June 30, 2007.



One of the Local Limited Partnerships, Cloverdale Heights Apartments, Ltd., (Cloverdale) had outstanding purchase money notes and accrued interest that matured in December 2000.  As of December 31, 2005, the Local Limited Partnership was in default of this obligation. On January 26, 2006, with the necessary HUD approval, this Local Limited Partnership sold its investment property to a third party for a sales price of $1,250,000, which was used to pay outstanding obligations of the property.  The note holders agreed to allow the Partnership a distribution of $75,000, which was received by the Partnership during the six months ended June 30, 2006, and the remaining sales proceeds were used to satisfy the liabilities associated with Cloverdale, including the purchase money notes and accrued interest.  The investment in this Local Limited Partnership was zero at June 30, 2007.



On September 27, 2006, the Partnership entered into an agreement with a third party to assign 49% of its limited partnership interest in Plaza Village Group (Plaza Village) in return for approximately $25,000 in cash and the extinguishment of approximately $980,000 of principal and approximately $1,979,000 of accrued interest on the note related to Plaza Village.  During the year ended December 31, 2006, the Partnership recognized a gain on the extinguishment of debt of approximately $2,959,000 and a gain on assignment of interest in Local Limited Partnership of approximately $25,000.  During the six months ended June 30, 2007, the Partnership assigned its remaining limited partnership interest in Plaza Village to the same third party for approximately $25,000 and the extinguishment of approximately $1,020,000 of principal and approximately $2,101,000 of accrued interest on the note related to Plaza Village upon the third partys receipt of certain approvals from HUD. The Partnership recognized a gain on the extinguishment of debt of approximately $3,121,000 and a gain on assignment of interest in Local Limited Partnership of approximately $25,000 during the six months ended June 30, 2007. As a result of the assignment transactions described above, the Partnership no longer holds any interest in this Local Limited Partnership.



One of the Local Limited Partnerships, Jenny Lind Hall Second Limited Partnership, has a subordinated note and accrued interest obligation that matured in December 1999 and remains unpaid at June 30, 2007.  The Local Limited Partnership is in negotiations with the note holder on repayment.  Although the Partnership is not legally liable for these obligations of the Local Limited Partnership, the Partnership risks losing its investment in the Local Limited Partnership through foreclosure.  The investment balance in this Local Limited Partnership was zero at June 30, 2007.



The following are unaudited condensed combined estimated statements of operations for the three and six months ended June 30, 2007 and 2006 for the Local Limited Partnerships in which the Partnership has investments (2006 amounts have been restated to exclude the operations of Plaza Village due to the Partnership assigning its remaining limited partnership interest on March 8, 2007) (in thousands):



|                                |                    |                  |        |           
|------------------------------- | ------------------ | ---------------- | ------ | ----------
|                                | Three Months Ended | Six Months Ended
|                                | June 30,           | June 30,        
|                                | 2007               | 2006             | 2007   | 2006      
|                                |                    | (Restated)       |        | (Restated)
|Revenues                        |                    |                  |        |           
|Rental and other income         | $754               | $759             | $1,519 | $1,516    
|Expenses                        |                    |                  |        |           
|Operating                       | 433                | 559              | 855    | 1,176     
|Interest on notes payable       | 446                | 199              | 892    | 398       
|Depreciation and amortization   | 171                | 180              | 342    | 360       
|Total expenses                  | 1,050              | 938              | 2,089  | 1,934     
|Loss from continuing operations | $(296)             | $(179)           | $(570) | $(418)    



NAPICO, or one of its affiliates, is the general partner and property manager for one of the Local Limited Partnerships included above. During the six months ended June 30, 2007 and 2006, affiliates of the Corporate General Partner were paid approximately $19,000 and $22,000, respectively, for providing property management services.



The current policy of the United States Department of Housing and Urban Development (HUD) is to not 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 current 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 current 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 rate 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.



NOTE 3  NOTE PAYABLE



One of the Partnerships investments, Plaza Village, involved a purchase of partnership interests in the Local Limited Partnership from partners who subsequently withdrew from the Local Limited Partnership. The Partnership issued non-recourse notes payable totaling $2,000,000 to the sellers of the partnership interests, such notes bearing interest at 9.5% per annum (Plaza Notes). The Plaza Notes matured in 1999. These obligations and related interest were collateralized by the Partnerships investment in the Local Limited Partnership, as defined in the Plaza Notes.  Unpaid interest was due at maturity of the Plaza Notes.



On September 27, 2006, the Partnership entered into an agreement with a third party to assign 49% of its limited partnership interest in Plaza Village in return for approximately $25,000 in cash and the extinguishment of approximately $980,000 of principal and approximately $1,979,000 of accrued interest related to the Plaza Notes. During the fourth quarter of 2006, the Partnership recognized a gain on the extinguishment of debt of approximately $2,959,000 and a gain on assignment of interest in Local Limited Partnership of approximately $25,000.  At December 31, 2006 the Plaza Notes were in default and totaled approximately $3,103,000 of principal and accrued interest. During the six months ended June 30, 2007, the Partnership assigned its remaining limited partnership interest in Plaza Village to the same third party for approximately $25,000 and the extinguishment of approximately $1,020,000 of principal and approximately $2,101,000 of accrued interest related to the Plaza Notes (representing all the outstanding principal and accrued interest), upon the third partys receipt of certain approvals from HUD. The Partnership recognized a gain on this extinguishment of debt of approximately $3,121,000 and a gain on assignment of interest in Local Limited Partnership of approximately $25,000 during the six months ended June 30, 2007. As a result of the assignment transactions described above, the Partnership no longer holds any interest in this Local Limited Partnership.



NOTE 4  TRANSACTIONS WITH AFFILIATED PARTIES



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 Partnerships original remaining invested assets of the Local Limited Partnerships at the beginning of the year. 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 six months ended June 30, 2007 and 2006, approximately $68,000 and $74,000, respectively, has been expensed.  At June 30, 2007, approximately $254,000 of such fees were unpaid and are included in accrued fees due to affiliates on the accompanying balance sheet.



NAPICO, or one of its affiliates, is the general partner and property manager for one of the Local Limited Partnerships. During the six months ended June 30, 2007 and 2006, affiliates of the Corporate General Partner were paid approximately $19,000 and $22,000, respectively, for providing property management services.



NOTE 5 - CONTINGENCIES



The Corporate General Partner is involved in various lawsuits arising from transactions in the ordinary course of business. In the opinion of management and the Corporate General Partner, the claims will not result in any material liability to the Partnership.













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. 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; litigation, including costs associated with prosecuting and defending claims and any adverse outcomes, 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. For example, 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.



Liquidity and Capital Resources



The properties in which the Partnership has invested, through its investments in the Local Limited Partnerships, receive one or more forms of assistance from the Federal Government. As a result, the Local Limited Partnerships ability to transfer funds either to the Partnership or among themselves in the form of cash distributions, loans or advances is generally restricted by those government assistance programs.



The Partnership's primary sources of funds include interest income earned from investing available cash and distributions from Local Limited Partnerships in which the Partnership has invested. It is not expected that either 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.



In accordance with the Partnership Agreement, the Corporate General Partner has advanced the Partnership funds to assist in paying for normal operating expenses. There were no such advances for the six months ended June 30, 2007 and 2006.



At June 30, 2007, the Partnership had cash and cash equivalents of approximately $105,000 which was invested in an interest bearing account. The amount of interest income varies with market rates available on deposits and with the amount of funds available for investment. Interest earned was approximately $4,000 and $3,000 for the six months ended June 30, 2007 and 2006, respectively. The Partnership intends to continue investing available funds in this manner.



One of the Local Limited Partnerships, Cloverdale Heights Apartments, Ltd. (Cloverdale), had outstanding purchase money notes and accrued interest that matured in December 2000.  As of December 31, 2005, the Local Limited Partnership was in default of the obligation.  On January 26, 2006, this Local Limited Partnership sold its investment property to a third party for a sales price of $1,250,000, which was used to pay outstanding obligations of the property.  The note holders agreed to allow the Partnership a distribution of $75,000, which was received by the Partnership during the six months ended June 30, 2006, and the remaining sales proceeds were used to satisfy the liabilities associated with Cloverdale, including the purchase money note and accrued interest. The investment in this Local Limited Partnership was zero at June 30, 2007.



One of the Partnerships investments, Plaza Village Group (Plaza Village), involved a purchase of partnership interests in the Local Limited Partnership from partners who subsequently withdrew from the Local Limited Partnership. The Partnership issued non-recourse notes payable totaling $2,000,000 to the sellers of the partnership interests, such notes bearing interest at 9.5% per annum (Plaza Notes). The Plaza Notes matured in 1999 and remained an obligation of the Partnership until completion of the transactions described below. These obligations and related interest were collateralized by the Partnerships investment in the Local Limited Partnership, as defined in the Plaza Notes.  Unpaid interest was due at maturity of the Plaza Notes.



On September 27, 2006, the Partnership entered into an agreement with a third party to assign 49% of its limited partnership interest in Plaza Village in return for approximately $25,000 in cash and the extinguishment of approximately $980,000 of principal and approximately $1,979,000 of accrued interest related to the Plaza Notes. During the year ended December 31, 2006, the Partnership recognized a gain on the extinguishment of debt of approximately $2,959,000 and a gain on assignment of limited partnership interest of approximately $25,000.  At December 31, 2006, the Plaza Notes were in default and totaled approximately $3,103,000 of principal and accrued interest. During the six months ended June 30, 2007, the Partnership assigned its remaining interest in Local Limited Partnership in Plaza Village to the same third party for approximately $25,000 and the extinguishment of approximately $1,020,000 of principal and approximately $2,101,000 of accrued interest related to the Plaza Notes (representing all the outstanding principal and accrued interest), upon the third partys receipt of certain approvals from HUD. The Partnership recognized a gain on the extinguishment of debt of approximately $3,121,000 and a gain on assignment of interest in Local Limited Partnership of approximately $25,000 during the six months ended June 30, 2007. As a result of the assignment transactions described above, the Partnership no longer holds any interest in this Local Limited Partnership.



One of the Local Limited Partnerships, Jenny Lind Hall Second Limited Partnership, has a subordinated note and accrued interest that matured in December 1999 and remains unpaid at June 30, 2007.  This Local Limited Partnership is in negotiations with the note holder on repayment. Although the Partnership is not legally liable for these obligations of the Local Limited Partnership, the Partnership risks losing its investment in the Local Limited Partnership through foreclosure.  The investment balance in this Local Limited Partnership was zero at June 30, 2007.



Results of Operations



At June 30, 2007, the Partnership has investments in two Local Limited Partnerships, both of which own housing projects that are substantially rented. The Partnership, as a limited partner, does not have a contractual relationship with the Local Limited Partnerships or exercise control over the activities and operations, including refinancing or selling decisions of the Local Limited Partnerships that would require or allow for consolidation. 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, 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. There was no recognition of equity in loss from Local Limited Partnerships for the six months ended June 30, 2007 and 2006, as the Partnerships investment balance in both Local Limited Partnerships had been reduced to zero prior to January 1, 2006.



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.  During the six months ended June 30, 2006 the Partnership received approximately $17,000 from operations of one of the Local Limited Partnerships.  This amount was recognized as income because the Partnership had no remaining investment balance in this Local Limited Partnership.  There were no distributions received during the six months ended June 30, 2007.



During the six months ended June 30, 2006, the Partnership received a distribution of $75,000 from the proceeds of the sale of the investment property owned by Cloverdale.  This distribution was reflected as income on the statements of operations included in Item 1. Financial Statements, as the Partnership had no investment balance remaining in this Local Limited Partnership.



During the six months ended June 30, 2007, the Partnership received approximately $25,000 from the proceeds of the assignment of its remaining Local Limited Partnership interests in Plaza Village, which is reflected as income on the statements of operations included in Item 1. Financial Statements, as the Partnership had no investment balance remaining in this Local Limited Partnership.



An annual management fee is payable to the general partners of the Partnership and is calculated at 0.5 percent of the Partnerships original remaining invested assets of the Local Limited Partnerships at the beginning of each year. The management fee is paid to the general partners for their continuing management of Partnership affairs. Management fees were approximately $68,000 and $74,000 for the six months ended June 30, 2007 and 2006, respectively. The decrease in management fees is due to the Partnerships sale of its investment in one Local Limited Partnership in 2006.



Operating expenses, other than management fees and interest expense, consist of legal and accounting fees for services rendered to the Partnership and general and administrative expenses. Legal and accounting fees were approximately $22,000 and $32,000 for the six months ended June 30, 2007 and 2006, respectively. The decrease in such fees is due to a decrease in the cost of the annual audit. General and administrative expenses were approximately $9,000 and $11,000 for the six months ended June 30, 2007 and 2006, respectively.



Interest expense was approximately $17,000 and $94,000 for the six months ended June 30, 2007 and 2006, respectively. The decrease for the six months ended June 30, 2007 is due to the partial extinguishment of the Plaza Notes in September 2006 and the extinguishment of the remaining balance of the Plaza Notes in March 2007.



The current policy of the United States Department of Housing and Urban Development (HUD) is to not 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 current 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 current 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 rate 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.



The Partnership, as a Limited Partner in the Local Limited Partnerships in which it has invested, is subject to the risks incident to the management and ownership of improved real estate.  The Partnership investments are also subject to adverse general economic conditions, and, accordingly, the status of the national economy, including substantial unemployment, concurrent inflation and changing legislation, could increase vacancy levels, rental payment defaults, and operating expenses, which in turn, could substantially increase the risk of operating losses for the projects.



Off-Balance Sheet Arrangements



The Partnership owns limited partnership interests in two unconsolidated Local Limited Partnerships, in which the Partnerships ownership percentage is 99%. However, based on the provisions of the relevant partnership agreements, the Partnership, as a limited partner, does not have control or a contractual relationship with the Local Limited Partnerships that would require or allow for consolidation under accounting principles generally accepted in the United States (see Note 1  Organization and Summary of Significant Accounting Policies of the financial statements in Item 1. Financial Statements).  There are no lines of credit, side agreements or any other derivative financial instruments between the Local Limited Partnerships and the Partnership.  Accordingly the Partnerships maximum risk of loss related to these unconsolidated Local Limited Partnerships is limited to the recorded investments in and receivables from the Local Limited Partnerships.  See Note 2  Investments In and Advances to Local Limited Partnerships of the financial statements in Item 1. Financial Statements for additional information about the Partnerships investments in unconsolidated Local Limited Partnerships.



Other



AIMCO and its affiliates owned 580.5 limited partnership units (the "Units") or 1,161.0 limited partnership interests in the Partnership representing 9.54% of the outstanding Units at June 30, 2007. A Unit consists of two limited partnership interests. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.



Critical Accounting Policies and Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Partnership to make estimates and assumptions. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.



Method of Accounting for Investments in Local Limited Partnerships



The Partnership, as a limited partner, does not have a contractual relationship with the Local Limited Partnerships or exercise control over the activities and operations, including refinancing or selling decisions, of the Local Limited Partnerships that would require or allow for consolidation. 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 both 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 Limited 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 Limited 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. 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.



FASB Interpretation No. 46



As of December 31, 2004, the Partnership adopted FASB Interpretation No. 46 Consolidation of Variable Interest Entities (or FIN 46) and applied its requirements to all local limited partnerships in which the Partnership held a variable interest.  FIN 46 addresses the consolidation by business enterprises of variable interest entities.  Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics:  (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entitys activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entitys activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights.  FIN 46 requires a VIE to be consolidated in the financial statements of the entity that is determined to be the primary beneficiary of the VIE.



At June 30, 2007, the Partnership holds variable interests in two VIEs for which the Partnership is not the primary beneficiary.  These two VIEsconsist of Local Limited Partnerships in which the Partnership acquired an interest prior to the adoption of FIN 46 that are directly engaged in the ownership and management of two apartment properties with a total of 408 units.  The Partnership is involved with those VIEs as a non-controlling limited partner equity holder. The Partnerships maximum exposure to loss as a result of its involvement with the unconsolidated VIEs is limited to the Partnerships recorded investments in and receivables from these VIEs, which was zero at June 30, 2007.  The Partnership may be subject to additional losses to the extent of any financial support that the Partnership voluntarily provides in the future.















ITEM 3.

CONTROLS AND PROCEDURES



(a)

Disclosure Controls and Procedures. The Partnerships management, with the participation of 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, has evaluated the effectiveness of the Partnerships disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, 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 concluded that, as of the end of such period, the Partnerships disclosure controls and procedures are effective.



(b)

Internal Control Over Financial Reporting. There have not been any changes in the Partnerships internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Partnerships internal control over financial reporting.













PART II - OTHER INFORMATION





ITEM 5.

OTHER INFORMATION



None.



ITEM 6.

EXHIBITS



See Exhibit Index.













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                    
|                      |                                             
|                      | By:   National Partnership Investments Corp.
|                      | Corporate General Partner                   
|                      |                                             
|Date: August 13, 2007 | By:   /s/Martha L. Long                     
|                      | Martha L. Long                              
|                      | Senior Vice President                       
|                      |                                             
|Date: August 13, 2007 | By:   /s/Stephen B. Waters                  
|                      | Stephen B. Waters                           
|                      | Vice President                              













HOUSING PROGRAMS LIMITED

EXHIBIT INDEX





Exhibit

Description of Exhibit





3.1

Amendment, dated February 2, 2006, to Restated Certificate and Agreement of Limited Partnership incorporated by reference to the Registrants Current Report on Form 8-K dated February 2, 2006 and filed February 2, 2006.



3.2

Amendment, dated February 2, 2006, to Restated Certificate and Agreement of Limited Partnership incorporated by reference to the Registrants Current Report on Form 8-K dated February 2, 2006 and filed February 2, 2006.



10

Assignment of Limited Partnership Interest by and between Housing Programs Limited, a California limited partnership and SHP Acquisitions II, LLC, a Maine limited liability company, dated September 27, 2006 incorporated by reference to the Registrants Current Report on Form 8-K dated September 27, 2006.



10.1

Escrow Agreement by and between Housing Programs Limited, a California limited partnership and SHP Acquisitions II, LLC, a Maine limited liability company, dated September 27, 2006 incorporated by reference to the Registrants Current Report on Form 8-K dated September 27, 2006.



31.1

Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



31.2

Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



32.1

Certification of equivalent of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.













Exhibit 31.1

CERTIFICATION

I, Martha L. Long, certify that:

1.

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

2.

Based on my knowledge, this 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 report;



3.

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



4.

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(c)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and



5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date:  August 13, 2007

/s/Martha L. Long

Martha L. Long

Senior Vice President of National Partnership Investments Corp., equivalent of the chief executive officer of the Partnership













Exhibit 31.2

CERTIFICATION

I, Stephen B. Waters, certify that:



1.

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



2.

Based on my knowledge, this 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 report;



3.

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



4.

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(c)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and



5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date:  August 13, 2007

/s/Stephen B. Waters

Stephen B. Waters

Vice President of National Partnership Investments Corp., equivalent of the chief financial officer of the Partnership















Exhibit 32.1





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 of Housing Programs Limited (the "Partnership"), for the quarterly period ended June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Martha L. Long, as the equivalent of the chief executive officer of the Partnership, and Stephen B. Waters, 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/Martha L. Long      
| | Name: Martha L. Long   
| | Date: August 13, 2007  
| |                        
| | /s/Stephen B. Waters   
| | Name: Stephen B. Waters
| | Date: August 13, 2007  





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