<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


   
                                  FORM 10-Q/A
    


                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

               For the Quarterly Period Ended SEPTEMBER 30, 1996

                         Commission File Number 2-92352

                            HOUSING PROGRAMS LIMITED
                       (A California Limited Partnership)

                 I.R.S. Employer Identification No. 95-3906167

                         9090 WILSHIRE BLVD., SUITE 201
                          BEVERLY HILLS, CALIF.  90211

                         Registrant's Telephone Number,
                       Including Area Code (310) 278-2191



Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve 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
                                  ----      -----
<PAGE>   2
   
                                AMENDMENT NO. 1


        The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Quarterly Report on Form 10-Q for
the period ending September 30, 1996 as set forth in the following pages 
attached hereto.


        Item. 4.   Regarding second paragraph - Impairment of Long-Lived Assets

                     Page 6

        Item 5.    Fees and Expenses Due General Partners

                     Page 8




                                   SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




                                      Housing Programs Limited
                            --------------------------------------------
                                             Registrant

                                            Bob Schafer
                            --------------------------------------------
                               Vice President and Corporate Controller

    
<PAGE>   3
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               INDEX TO FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1996




<TABLE>
<S>     <C>                                                                                                <C>
PART I.  FINANCIAL INFORMATION

              Item 1.  Financial Statements

                     Balance Sheets, September 30, 1996 and December 31, 1995   . . . . . . . . . . . . . . 1

                     Statements of Operations,
                            Nine and Three Months Ended September 30, 1996 and 1995   . . . . . . . . . . . 2

                     Statement of Partners' Equity (Deficiency),
                            Nine Months Ended September 30, 1996    . . . . . . . . . . . . . . . . . . . . 3

                     Statements of Cash Flow,
                            Nine Months Ended September 30, 1996 and 1995   . . . . . . . . . . . . . . . . 4

                     Notes to Financial Statements    . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

              Item 2.  Management's Discussion and Analysis of Financial
                             Condition and Results of Operation   . . . . . . . . . . . . . . . . . . . .  10


PART II.  OTHER INFORMATION

              Item 1.  Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

              Item 6.  Exhibits and Reports on Form 8-K   . . . . . . . . . . . . . . . . . . . . . . . .  12

              Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
</TABLE>
<PAGE>   4
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                    SEPTEMBER 30, 1996 AND DECEMBER 31, 1995

                                     ASSETS
<TABLE>
<CAPTION>
                                                                 1996               1995
                                                             (Unaudited)         (Audited)   
                                                            --------------     --------------
<S>                                                         <C>                <C>
INVESTMENTS IN LIMITED PARTNERSHIPS
    (Notes 1 and 2)                                         $   14,412,643     $   14,470,783

CASH AND CASH EQUIVALENTS (Notes 1 and 2)                          590,558            595,330

SHORT TERM INVESTMENTS (Note 1)                                    125,000            125,000

                                                            --------------     --------------

          TOTAL ASSETS                                      $   15,128,201     $   15,191,113 
                                                            ==============     ==============


                         LIABILITIES AND PARTNERS' DEFICIENCY

LIABILITIES:
     Notes payable (Notes 3 and 6)                          $   10,169,743     $   10,169,743
     Accrued interest payable (Notes 3 and 6)                   10,558,775          9,864,545
     Accrued fees and expenses due general
         partners (Note 4)                                       1,235,379            990,393
     Accounts payable and other liabilities (Note 2)                 4,480             15,432 
                                                            --------------     --------------

                                                                21,968,377         21,040,113 
                                                            --------------     --------------

COMMITMENTS AND CONTINGENCIES
    (Notes 2, 4 and 6)

PARTNERS' DEFICIENCY:
     General partners                                             (319,148)          (309,236)
     Limited partners                                           (6,521,028)        (5,539,764)
                                                            --------------     --------------

                                                                (6,840,176)        (5,849,000)
                                                            --------------     --------------
           TOTAL LIABILITIES AND PARTNERS'
                DEFICIENCY                                  $   15,128,201     $   15,191,113 
                                                            ==============     ==============
</TABLE>


The accompanying notes are an integral part of these financial statements.





                                       1
<PAGE>   5
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS

            NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                  (Unaudited)


<TABLE>
<CAPTION>
                                                    Nine months      Three months       Nine months      Three months
                                                       ended             ended             ended             ended
                                                  Sept. 30, 1996    Sept. 30, 1996    Sept. 30, 1995    Sept. 30, 1995 
                                                  ---------------   ---------------   ---------------   ---------------
<S>                                               <C>               <C>               <C>               <C>
INTEREST INCOME                                   $        29,565   $        10,002   $        36,910   $        10,295 
                                                  ---------------   ---------------   ---------------   ---------------

OPERATING EXPENSES:
     Management fees - general partner (Note 4)           394,988           131,663           426,672           142,224
     General and administrative (Note 4)                   37,544            13,779            62,943            23,099
     Legal and accounting (Note 4)                         92,305            23,953           101,057            10,785
     Interest (Note 3)                                    774,551           252,781           724,593           241,531 
                                                  ---------------   ---------------   ---------------   ---------------

   Total operating expenses                             1,299,388           422,176         1,315,265           417,639 
                                                  ---------------   ---------------   ---------------   ---------------

LOSS FROM OPERATIONS                                   (1,269,823)         (412,174)       (1,278,355)         (407,344)

DISTRIBUTIONS FROM LIMITED
     PARTNERSHIPS RECOGNIZED
     AS INCOME                                            164,647            19,246           156,470            13,051

EQUITY IN INCOME OF LIMITED
     PARTNERSHIPS AND AMORTIZATION
     OF ACQUISITION COSTS (Note 2)                        114,000            38,000            55,860            18,620 
                                                  ---------------   ---------------   ---------------   ---------------

NET LOSS                                          $      (991,176)  $      (354,928)  $    (1,066,025)  $      (375,673)
                                                  ===============   ===============   ===============   ===============

NET LOSS PER LIMITED PARTNERSHIP
     INTEREST                                     $           (80)  $           (29)  $           (86)  $           (30)
                                                  ===============   ===============   ===============   ===============
</TABLE>


The accompanying notes are an integral part of these financial statements.





                                       2
<PAGE>   6
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                       STATEMENTS OF PARTNERS' DEFICIENCY

                      NINE MONTHS ENDED SEPTEMBER 30, 1996

                                  (Unaudited)


<TABLE>
<CAPTION>
                                          General          Limited
                                          Partners         Partners             Total 
                                        ------------     ------------     ------------
<S>                                     <C>              <C>              <C>
PARTNERSHIP INTERESTS
   September 30, 1996                                         12,368 
                                                         ============

DEFICIENCY, January 1, 1996             $  (309,236)     $ (5,539,764)    $ (5,849,000)

   Net loss for the nine months
   ended September 30, 1996                  (9,912)         (981,264)        (991,176)
                                        ------------     ------------     ------------

DEFICIENCY, September 30, 1996          $   (319,148)    $ (6,521,028)    $ (6,840,176)
                                        ============     ============     ============
</TABLE>


The accompanying notes are an integral part of these financial statements.





                                       3
<PAGE>   7
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS

                 NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                    1996                 1995   
                                                                -------------      -------------
<S>                                                             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                      $    (991,176)     $  (1,066,025)
  Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
         Equity in income of limited partnerships
             and amortization of acquisition costs                   (114,000)           (55,860)
         Increase in accrued interest payable                         694,230            660,479
         Increase (decrease) in accrued fees and
            expenses due general partners                             244,986           (173,322)
         Increase (decrease) in accounts payable
            and other liabilities                                     (10,952)             4,810 
                                                                -------------      -------------

               Net cash used in operating activities                 (176,912)          (629,918)
                                                                -------------      -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Distributions from limited partnerships
     recognized as a return of capital                                172,140            245,171
  Increase in advances to limited partnership                           -                (31,331)
  Decrease in short term investments                                    -                408,409 
                                                                -------------      -------------

              Net cash provided by investing activities               172,140            622,249 
                                                                -------------      -------------


NET DECREASE IN CASH AND CASH EQUIVALENTS                              (4,772)            (7,669)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                        595,330            624,935 
                                                                -------------      -------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                        $     590,558      $     617,266 
                                                                =============      =============

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the period for interest                      $      64,114      $      64,114 
                                                                =============      =============
</TABLE>

The accompanying notes are an integral part of these financial statements.





                                       4
<PAGE>   8
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                         NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1996


NOTE 1 - 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 Housing Programs
         Limited (the "Partnership") annual report for the year ended December
         31, 1995.  National Partnership Investments Corp. ("NAPICO") is a
         general partner for the Partnership.  Accounting measurements at
         interim dates inherently involve greater reliance on estimates than at
         year end.  The results of operations for the interim period presented
         are not necessarily indicative of the results for the entire year.

         In the opinion of NAPICO, 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, 1996 and the results of operations
         for the nine and three months then ended and changes in cash flows for
         the nine months then ended.

         ORGANIZATION

         The Partnership is a limited partnership which was formed under the
         laws of the State of California on May 15, 1984.  On September 12,
         1984, the Partnership offered 3,000 units consisting of 6,000 limited
         partnership interests and warrants to purchase a maximum of 6,000
         additional limited partnership interests through a public offering.

         The general partners of the Partnership are Housing Programs
         Corporation II, NAPICO, and Coast Housing Investment Associates
         ("CHIA").  LB I Group Inc. owns 100 percent of the stock of Housing
         Programs Corporation II.  Casden Investment Corp. owns 100 percent of
         NAPICO's stock.  CHIA is a limited partnership formed under the
         California Limited Partnership Act and consists of Messrs. Nicholas G.
         Ciriello, general partner and Charles H. Boxenbaum, limited partner.
         Mr. Boxenbaum is currently the chief executive officer of NAPICO. The
         business of the Partnership is conducted primarily by its general
         partners as the Partnership has no employees of its own.

         USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and reported amounts of revenues and
         expenses during the reporting period.  Actual results could differ
         from those estimates.





                                       5
<PAGE>   9
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 1996

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         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 accounts.

         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 year.  The number of
         limited partnership interests was 12,368 for all years presented.

         CASH AND CASH EQUIVALENTS

         Cash and cash equivalents consist of cash and bank certificates of
         deposit with an original maturity of three months or less.

         SHORT TERM INVESTMENTS

         Short term investments consist of bank certificates of deposit and
         other securities with original maturities ranging from more than
         three months to twelve months.  The fair value of these securities,
         which have been classified as held for sale, approximates their
         carrying value.

   
         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 amount of the asset may not be
         recoverable. If the sum of the expected future cash flows is less than
         the carrying amount of the assets, the Partnership recognizes an
         impairment loss.
    

         INCOME TAXES

         No provision has been made for income taxes in the accompanying
         financial statements since such taxes, if any, are the liability of
         the individual partners.

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

         The Partnership now holds indirect interests in 18 properties, as the
         sole limited partner in various limited partnerships.  As a result of
         the loss of the Montecito Hotel on July 18, 1995 through foreclosure
         proceedings, the number of properties in which the Partnership has an
         indirect interest has been reduced from 19 to 18.  The 18 lower-tier
         limited partnerships own residential rental projects consisting of a
         total of 2,686 apartment units.  The mortgage loans encumbering these
         projects are insured by various governmental agencies.

         The Partnership, as a limited partner, is entitled to 99 percent of
         the income and losses of the lower-tier limited partnerships.





                                       6
<PAGE>   10
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 1996


NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS (CONTINUED)

         The Partnership's allocated portion of equity in losses from the
         lower-tier limited partnerships is recognized in the financial
         statements of the Partnership until the Partnership's investment
         account in the applicable lower-tier limited partnership is reduced to
         a zero balance.  Losses incurred after the investment account is
         reduced to zero are not recognized.

         Distributions from the limited partnerships are treated as a reduction
         of capital until the Partnership's investment account balance in the
         applicable lower-tier limited partnership has been reduced to the
         lesser of zero or a negative amount equal to future capital
         contributions required to be made by the Partnership to the applicable
         lower-tier limited partnership.  Subsequent distributions are treated
         as income.

         The following is a summary of the Partnership's investment in
         lower-tier limited partnerships as of September 30, 1996:

<TABLE>
              <S>                                                                               <C>
              Balance, beginning of period                                                      $14,470,783
              Amortization of acquisition costs                                                     (27,000)
              Equity in income of limited partnerships                                              141,000 
                                                                                                            
              Distribution recognized as return of capital                                         (172,140)
                                                                                                ----------- 

              Balance, end of period                                                            $14,412,643
                                                                                                ===========
</TABLE>

      The following are unaudited combined estimated statements of operations
      for the nine and three months ended September 30, 1996 and 1995 for the
      limited partnerships in which the Partnership has investments:

<TABLE>
<CAPTION>
                               Nine months           Three months            Nine months         Three months
                                  ended                  ended                  ended                ended
                              Sept. 30, 1996         Sept. 30, 1996        Sept. 30, 1995       Sept. 30, 1995
                             ----------------       ---------------        --------------       --------------
      <S>                     <C>                      <C>                   <C>                  <C>
      INCOME
         Rental and Other     $12,849,000              $4,283,000            $12,612,000           $4,204,000

      EXPENSES
         Depreciation           2,643,000                 881,000              2,631,000              877,000
         Interest               2,781,000                 927,000              2,829,000              943,000
         Operating              8,469,000               2,823,000              8,370,000            2,790,000
                             ------------             -----------          -------------          -----------

             Total expenses    13,893,000               4,631,000             13,830,000            4,610,000
                              -----------             -----------           ------------          -----------

      NET LOSS                $(1,044,000)             $ (348,000)           $(1,218,000)         $  (406,000)
                              ============             ===========           ===========          =========== 
</TABLE>





                                       7
<PAGE>   11
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 1996


NOTE 3 - NOTES PAYABLE

         Certain of the Partnership's investments involved purchases of
         partnership interests in the lower-tier partnerships from partners who
         subsequently withdrew from the applicable lower-tier partnership.  The
         Partnership is obligated for non-recourse notes payable in the
         aggregate outstanding principal amount as of September 30, 1996 of
         $10,169,743, bearing interest at 9.5 to 12.5 percent, to such sellers
         of the partnership interests.  The notes have principal maturity dates
         ranging from October 1996 to December 1999 or upon the sale or
         refinancing of the underlying partnership properties.  The notes are
         collateralized by the Partnership's 99 percent limited partnership
         interest in the applicable lower-tier limited partnerships and are
         payable only out of cash distributions from the applicable lower-tier
         partnerships, as defined in the notes.  Unpaid and accrued interest of
         approximately $10,559,000 is due at maturity of the notes.

   
         The general partner of the lower-tier partnership that owns the Deep
         Lake Hermitage Apartments is currently negotiating for the sale of
         Deep Lake Hermitage.  There is a $1,500,000 note payable by the
         Partnership to a seller of interests in the lower-tier partnership
         that owns the Deep Lake Hermitage property.  The note, together with
         accrued interest thereon of $1,588,471, matured in October, 1996 and
         approximately $3,088,471 is currently due and payable.  Based on the
         current estimated value of the Deep Lake Hermitage property, the sale
         will not generate sufficient funds to fully repay the note payable.
         The Partnership is currently engaged in discussions with the
         noteholders to accept a reduced payment in full satisfaction of all
         obligations in order to enable a sale of the project; however, there
         can be no assurance that a final agreement will be reached with the
         noteholders or that a sale of the property will be consummated, or
         that any such sale would result in any distribution to the
         Partnership.  Because the note and interest payable are non-recourse
         liabilities, a gain from debt forgiveness is expected to be realized
         by the Partnership upon sale of the property; however, the Partnership 
         will remain liable for all such amounts.
    

NOTE 4 - FEES AND EXPENSES DUE TO GENERAL PARTNERS

         Under the terms of the Partnership's Restated Certificate and
         Agreement of Limited Partnership, the Partnership is obligated to the
         general partners for an annual management fee equal to 0.5 percent of
         the invested assets of the 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
         limited partnerships.  For the nine months ended September 30, 1996,
         the expense to NAPICO was $394,988, of which $150,000 was paid.

         The Partnership also reimburses NAPICO for certain expenses.  The
         reimbursement to NAPICO was  $9,948, and $22,384 for the nine months
         ended September 30, 1996 and 1995, respectively, and is included in
         operating expenses.

         As of  September 30, 1996, the fees and expenses due the general
         partners exceeded the Partnership's cash and cash equivalents and
         short term investments.  The general partners, during the forthcoming
         year, will not demand payment of amounts  due in excess of such cash
         or such that the Partnership would not have sufficient operating cash.





                                       8
<PAGE>   12
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 1996


NOTE 4 - FEES AND EXPENSES DUE TO GENERAL PARTNERS (CONTINUED)

         An affiliate of NAPICO is the general partner in 10 of the limited
         partnerships, and another affiliate receives property management fees
         of approximately 5 to 6 percent of revenues from five of these
         partnerships.  For the nine months ended September 30, 1996 and 1995,
         approximately $179,400 and $176,506, respectively, was paid to the
         NAPICO affiliate for property management fees.

         Pursuant to a Memorandum of Understanding entered into on August 11,
         1995, the Partnership paid $16,207 on May 1, 1996 to an affiliate of
         NAPICO, that serves as the management company for properties owned by
         the Partnership.  Such amount represents interest on funds advanced to
         the Partnership by the master disbursement account maintained by the
         management company.  In addition, the Partnership on May 1, 1996
         reimbursed Housing Programs Corporation II $15,000 for professional
         fees, which were estimated to have been paid on behalf of the
         Partnership in connection with issues raised in the Memorandum of
         Understanding.

NOTE 5 - CONTINGENCIES

         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 limited partnership interest in the applicable
         lower-tier limited partnerships and are payable only out of cash
         distributions from the applicable lower-tier partnerships.  The income
         generated by the operations of the applicable lower-tier 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 payable and related accrued interest.  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.





                                       9
<PAGE>   13
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 1996


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         LIQUIDITY AND CAPITAL RESOURCES

         The Partnership's primary sources of funds include interest income
         earned from investing available cash and distributions from 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 limited partners in any material amount.

         RESULTS OF OPERATIONS

         Partnership revenues consist primarily of interest income earned on
         certificates of deposit and other temporary investment of funds.  The
         Partnership may also receive distributions from the lower-tier limited
         partnerships in which it has invested.

         Operating expenses of the Partnership consist of recurring general and
         administrative expenses, professional fees for services rendered to
         the Partnership and accrued interest on the notes payable.  In
         addition, an annual Partnership management fee in an amount equal to
         .5 percent of invested assets is payable to the general partners.

         The Partnership accounts for its investments in the local limited
         partnerships on the equity method, thereby adjusting its investment
         balance by its proportionate share of the income or loss of the local
         limited partnerships.  Losses incurred after the limited partnership
         investment account is reduced to zero are not recognized.

         Distributions received from limited partnerships are treated as return
         of capital until the investment balance has been reduced to zero or to
         a negative amount equal to future capital contributions required.
         Subsequent distributions received are treated as income.

         Except for certificates of deposit and money market funds, the
         Partnership's investments consist entirely of interests in other
         limited partnerships owning government assisted housing projects.
         Available cash is invested 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.

         The Montecito lower-tier limited partnership had been operating at a
         deficit, and the general partner of the Montecito Local Partnership
         was unsuccessful in its attempts to negotiate a mortgage modification
         with the lender.  No mortgage payments were made since June 6, 1994
         and the mortgage was in default.  On July 18, 1995, the property was
         foreclosed upon by the lender.  The Partnership's original investment
         in the Montecito Local Partnership represented approximately 5% of the
         Partnership's total capital raised.  The Partnership's financial
         statements reflect no investment in the Montecito Local Partnership at
         September 30, 1996 and December 31, 1995.





                                       10
<PAGE>   14
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 1996


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

As of September 30, 1996, NAPICO was a plaintiff or defendant in several
lawsuits.   None of these suits are related to the Partnership.  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)     No reports on Form 8-K were filed during the quarter ended
                 June 30, 1996.





                                       11
<PAGE>   15
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 1996


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly 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.
                                    General Partner


                              Date:                                           
                                    ------------------------------------------




                              By:                                             
                                    ------------------------------------------
                                    Bruce Nelson
                                    President



                              Date:                                           
                                    ------------------------------------------



                              By:                                             
                                    ------------------------------------------
                                    Shawn Horwitz
                                    Executive Vice President and
                                    Chief Financial Officer





                                       12