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

                                  Form 10-QSB/A

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

                 For the quarterly period ended June 30, 2003


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

           For the transition period from __________ to __________

                         Commission file number 0-13808


                            HOUSING PROGRAMS LIMITED
             (Exact name of registrant 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)




<PAGE>




                                Explanatory Note

This  document  amends the Form  10-QSB for the  quarter  ended June 30, 2003 to
include a  transaction  relating to one of the  Partnership's  investments  in a
local limited  partnership that was not but should have been reported during the
three and six months ended June 30, 2003, which resulted in an understatement of
net income for the three and six months ended June 30, 2003 and an overstatement
of liabilities  and partners'  deficit as of June 30, 2003.  This error has been
corrected in the restated financial statements.



<PAGE>



                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS



                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                                  BALANCE SHEET
                                  JUNE 30, 2003
                                   (Unaudited)
                                 (in thousands)



                             ASSETS

Investments in local limited partnerships (Note 3)                       $ --
Cash and cash equivalents                                                    68

            Total assets                                                 $ 68

               LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
   Notes payable in default (Note 1)                                    $ 2,000
   Accrued interest payable in default (Note 1)                           3,417
   Accrued fees due to affiliates (Note 4)                                1,379
   Accounts payable                                                          58
   Advances due to affiliates (Note 4)                                      101

                                                                           6,955
Commitments and Contingencies (Note 5)

Partners' deficit:
   General partners                                                        (320)
   Limited partners                                                      (6,567)
                                                                         (6,887)

            Total liabilities and partners' deficit                      $ 68

                See Accompanying Notes to Financial Statements

<PAGE>


                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                    (in thousands, except per interest data)


<TABLE>
<CAPTION>

                                              Three Months Ended            Six Months Ended
                                                   June 30,                     June 30,
                                              2003          2002           2003          2002

operating Expenses:
<S>                                <C>        <C>           <C>            <C>           <C>
  Management fees - partners (Note 4)         $ 49          $ 49           $ 98          $ 99
  General and administrative (Note 4)             14            10            20             21
  Legal and accounting                            32            15            46             36
  Interest                                       101           108           209            217
        Total operating expenses                 196           182           373            373

Loss from Partnership operations                (196)         (182)         (373)          (373)
Distributions from limited partnerships
  recognized as income                         6,820            11         6,820             11
Equity in loss of limited partnerships            --            --            --            (30)
Gain on extinguishment of debt                   102            --           102             --

Net income (loss)                            $ 6,726       $ (171)       $ 6,549        $ (392)

Net income (loss) to general partners
  (1%)                                        $ 67          $ (2)          $ 65          $ (4)
Net income (loss) to limited partners
  (99%)                                        6,659          (169)        6,484           (388)

                                             $ 6,726       $ (171)       $ 6,549        $ (392)
Net income (loss) per limited
  partnership interest                       $538.41       $(13.66)      $524.26        $(31.37)


                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>




                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                  STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)
                      (in thousands, except interest data)

<TABLE>
<CAPTION>



                                        General          Limited
                                       Partners          Partners          Total

Partners' deficit,
<S>        <C> <C>                      <C>              <C>              <C>
  December 31, 2002                     $ (385)          $(13,051)        $(13,436)

Net income for the six months
  ended June 30, 2003                        65             6,484            6,549

Partners' deficit,
  June 30, 2003                         $ (320)          $ (6,567)        $ (6,887)

Percentage interest at
  June 30, 2003                           1%               99%              100%
                                                           (A)

(A)   Consists  of 12,260  partnership  interests  at June 30,  2003 and  12,368
      partnership  interests at December  31, 2002.  During the six months ended
      June 30, 2003, 108 interests were abandoned (Note 5).


                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>


                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)


<TABLE>
<CAPTION>


                                                                        Six Months Ended
                                                                            June 30,
                                                                      2003            2002
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                 <C>              <C>
  Net income (loss)                                                 $ 6,549          $ (392)
  Adjustments to reconcile net income (loss) to net cash
   provided by (used in) operating activities:
     Distributions from local limited partnerships                   (6,615)             --
     Equity in loss of limited partnerships                              --              30
     Gain on extinguishment of debt                                    (102)             --
     Increase (decrease) in:
      Accrued interest payable                                          209             217
      Accounts payable and accrued expenses                             (90)             23
      Accrued fees due to partners                                      112             109
         Net cash provided by (used in) operating activities             63             (13)

Cash flows USED IN investing activities:
  Capital contributions                                                  --             (30)

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
  Operating advances from affiliates                                     --              46

NET INCREASE IN CASH AND CASH EQUIVALENTS                                63               3
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                            5               8

CASH AND CASH EQUIVALENTS, END OF PERIOD                              $ 68            $ 11

SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION:
Distribution  of  proceeds  from a local  limited  partnership  of  approximately
$6,615,000  were sent  directly to a trustee  which,  in turn,  paid the proceeds
directly  to the  noteholders  in  satisfaction  of  the  principal  and  accrued
interest on the notes. (See "Note 1. Going Concern")

                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>



                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003
                                   (Unaudited)


A distribution of  approximately  $6,675,000 was made in June 2003 by one of the
local limited  partnerships in which the  Partnership has a limited  partnership
interest.  Approximately  $6,615,000  of the  proceeds  were used to satisfy the
Partnership's  obligations to certain  noteholders.  These transactions were not
reported during the three and six months ended June 30, 2003,  which resulted in
an understatement of net income for the three and six months ended June 30, 2003
and an overstatement  of liabilities and partners'  deficit as of June 30, 2003.
This error has been corrected in the restated financial statements.

The following  tables set forth the  adjustments to the balance sheet as of June
30, 2003 and the  statements  of  operations  for the three and six months ended
June 30, 2003. The only  financial  statement line items included here are those
that have been restated from the originally reported amounts.

<TABLE>
<CAPTION>

                                                          As of June 30, 2003
                                                            (in thousands)
                                                   As previously
                                                      reported         As restated
Balance sheet data:
<S>                                                   <C>                <C>
  Notes payable in default                            $ 4,600            $ 2,000
  Accrued interest payable in default                    7,543              3,417
  Total liabilities                                     13,681              6,955
  Partners' deficit                                    (13,613)            (6,887)
</TABLE>

<TABLE>
<CAPTION>

                                         Three Months Ended         Six Months Ended
                                            June 30, 2003            June 30, 2003
                                           (in thousands, except per interest data)
                                      As previously             As previously
                                        reported    As restated   reported   As restated
<S>                                       <C>          <C>         <C>          <C>
Interest expense                          $ 110        $ 101       $ 218        $ 209
Operating expenses                           205          196          382         373
Distributions from limited
partnerships
  recognized as income                       205        6,820          205       6,820
Gain on extinguishment of debt                --          102           --
Net income (loss)                             --        6,726         (177)      6,549
Net  income   (loss)   allocated   to
general
  partners                                    --           67           (2)         65
Net  income   (loss)   allocated   to
limited
  partners                                    --        6,659         (175)      6,484
Net income (loss) per limited
  partnership interest                        --       538.41       (14.15)     524.26

</TABLE>

<PAGE>

NOTE 1 - GOING CONCERN

The  accompanying  unaudited  financial  statements have been prepared  assuming
Housing Programs Limited ("HPL" or the  "Partnership")  will continue as a going
concern.  The Partnership  continues to generate recurring  operating losses and
suffers from a lack of cash as well as a partners' deficit. National Partnership
Investments  Corp.  ("NAPICO" or the  "Corporate  General  Partner") may approve
advances to the Partnership to fund certain operating  expenses;  however, it is
not  required  to take  such  action.  Management  is in  discussions  with  the
Corporate General Partner to fund the current shortfall.

Two of the  Partnership's  investments,  Evergreen and Plaza  Village,  involved
purchases of partnership  interests in local limited  partnerships from partners
who subsequently  withdrew from the local limited  partnership.  The Partnership
issued  non-recourse  notes  payable  totaling  $4,600,000 to the sellers of the
partnership interests,  such notes bearing interest at 9.5% per annum. The notes
matured in 1999. These  obligations and related interest are  collateralized  by
the Partnership's investment in the local limited partnership, as defined in the
notes. Unpaid interest was due at maturity of the notes.

During the six months ended June 30,  2003,  Evergreen  refinanced  the mortgage
encumbering its investment property. The distribution from Evergreen relating to
the  refinancing  of  approximately  $6,765,000  was recognized as income in the
accompanying  statements  of  operations.  Pursuant  to the  agreement  with the
noteholders,  approximately $6,615,000 of the proceeds were sent to a trustee in
order  to  satisfy  in  full  the  principal  of  approximately  $2,600,000  and
approximately  $4,015,000 of accrued interest. The trustee distributed the funds
directly  to  the  noteholders.  The  Partnership  also  recognized  a  gain  on
extinguishment  of debt of  approximately  $102,000  due to the write off of the
remaining accrued interest as it was forgiven by the noteholders.

At June  30,  2003,  the  obligation  relating  to the  Plaza  Village  note was
$2,000,000  and  accrued  interest  was  approximately   $3,417,000.   Apartment
Investment and  Management  Company,  a Maryland  corporation  ("AIMCO"),  which
indirectly  owns the Corporate  General  Partner of the  Partnership,  has a 15%
interest in and is the trustee for the Plaza Village note payable.

The  Partnership  has not made any payments on the Plaza  Village note and is in
default  under the terms of the note.  Management  is  attempting  to  negotiate
extensions  of the maturity date on the note payable.  If the  negotiations  are
unsuccessful,  the  Partnership  could lose its  investment in the local limited
partnership, Plaza Village Group, to foreclosure.

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

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The  information  contained in the following  notes to the  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 year ended
December 31, 2002.  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  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, 2003 and the results of operations and changes in cash flows for the
three and six months ended June 30, 2003 and 2002.

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 NAPICO,  Coast Housing Investment  Associates (CHIA), a limited partnership,
and Housing Programs Corporation II (collectively, the "General Partners").

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

On December 3, 2001, Casden Properties Inc., entered into a merger agreement and
certain other transaction  documents with AIMCO and certain of its subsidiaries,
pursuant to which, on March 11, 2002, AIMCO acquired Casden  Properties Inc. and
its  subsidiaries,  including  100% of the stock of  NAPICO.  Prior to March 11,
2002, Casden  Properties Inc. owned a 95.25% economic  interest in NAPICO,  with
the balance owned by Casden Investment Corporation ("CIC"). CIC, which is wholly
owned by Alan I. Casden, owned 95% of the voting common stock of NAPICO prior to
March 11, 2002. As a result of this  transaction,  the Corporate General Partner
became a subsidiary of AIMCO, a publicly traded real estate investment trust.

Basis of Presentation

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

Method of Accounting for Investment in Limited Partnerships

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

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 period. The number of
limited partnership interests was 12,368 at both December 31, 2002 and 2001.

Recent Accounting Pronouncements

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 46 ("FIN 46"),  Consolidation of Variable Interest Entities.
FIN 46 requires the  consolidation of entities in which an enterprise  absorbs a
majority of the entity's  expected  losses,  receives a majority of the entity's
expected  residual  returns,  or both, as a result of ownership,  contractual or
other  financial  interests  in the  entity.  Prior to the  issuance  of FIN 46,
entities were generally  consolidated by an enterprise when it had a controlling
financial  interest  through  ownership  of a majority  voting  interest  in the
entity.  FIN 46 applied  immediately to variable interest entities created after
January 31, 2003, and with respect to variable interests held before February 1,
2003, FIN 46 will apply beginning October 1, 2003.

The Partnership has not entered into any partnership  investments  subsequent to
January  31,  2003.  The  Partnership  is  in  the  process  of  evaluating  its
investments in unconsolidated  partnerships that may be deemed variable interest
entities under the provisions of FIN 46. The  Partnership has not yet determined
the anticipated  impact of adopting FIN 46 for its  partnership  agreements that
existed as of January 31, 2003. However, FIN 46 may require the consolidation of
the  assets,   liabilities  and  operations  of  certain  of  the  Partnership's
unconsolidated  partnership  investments.  Although  the  Partnership  does  not
believe  the full  adoption  of FIN 46 will  have an impact  on cash  flow,  the
Partnership cannot make any definitive  conclusion on the impact of net earnings
until it completes its evaluation,  including an evaluation of the Partnership's
maximum exposure to loss.

In May 2003,  the FASB issued SFAS 150, which  establishes  standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities and equity.  The  requirements of SFAS 150
apply  to  the   classification   and  measurement  of  freestanding   financial
instruments.  SFAS 150 is effective  for financial  instruments  entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period  beginning after June 15, 2003. The Partnership has adopted
SFAS 150 as of July 1, 2003.  Additionally,  in September  2003,  the FASB staff
indicated  that  SFAS 150  also  applies  to the  non-controlling  interests  in
consolidated  finite life partnerships.  However,  on October 29, 2003, the FASB
indefinitely  deferred the provisions of SFAS 150 for finite life  partnerships.
The  adoption  of SFAS 150 did not have a material  impact on the  Partnership's
results of operations taken as a whole.

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of June 30, 2003,  the  Partnership  holds limited  partnership  interests in
seven local limited partnerships (the "Local Limited Partnerships").  As of June
30, 2003,  the seven Local Limited  Partnerships  owned  residential  low income
rental projects consisting of 1,153 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  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local  Limited  Partnerships.  Accordingly,  the  Partnership  accounts  for its
investments  in the Local  Limited  Partnerships  using the equity  method.  The
Partnership  is allocated  profits and losses of the Local Limited  Partnerships
based upon its respective ownership percentage of 99%.  Distributions of surplus
cash from operations from most of the Local Limited  Partnerships are restricted
by the Local Limited Partnerships'  Regulatory Agreements with the United States
Department of Housing and Urban Development  ("HUD").  These  restrictions limit
the distribution to a portion,  generally less than 10%, of the initial invested
capital.  The excess surplus cash is deposited into a residual receipts reserve,
of which  the  ultimate  realization  by the  Partnership  is  uncertain  as HUD
frequently retains it upon sale or dissolution of the Local 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, 2003.

The following are unaudited combined estimated  statements of operations for the
three  and six  months  ended  June 30,  2003 and  2002  for the  Local  Limited
Partnerships in which the Partnership has investments (in thousands):

<TABLE>
<CAPTION>

                               Three Months Ended              Six Months Ended
                                    June 30,                       June 30,
                              2003           2002             2003            2002
Revenues
<S>                         <C>             <C>             <C>             <C>
  Rental and other          $ 1,457         $ 1,885         $ 3,268         $ 3,770

Expenses
  Operating                   1,204           1,402           2,545           2,804
  Interest                      192             242             436             484
  Depreciation                  371             374             737             748
                              1,767           2,018           3,718           4,036

Net loss                     $ (310)        $ (133)          $ (450)         $ (266)
</TABLE>

NAPICO,  or one of its affiliates,  is the general partner and property  manager
for certain of the Local Limited  Partnerships  included  above.  During the six
months ended June 30, 2003 and 2002, affiliates of the Corporate General Partner
were  paid  approximately  $50,000  and  $40,000,  respectively,  for  providing
property management services.

Four of the Local Limited Partnerships have outstanding purchase money notes and
accrued  interest  that matured in December  2000.  In  addition,  a fifth Local
Limited Partnership has a subordinated note and accrued interest that matured in
December 1999.  Each of these Local Limited  Partnerships is in default on these
obligations.  As a result,  the Partnership  risks losing its investments in the
Local Limited Partnerships through foreclosure.  All of the investments in these
Local Limited Partnerships were zero at June 30, 2003.

Subsequent  to  June  30,  2003,  the  property  in  one of  the  Local  Limited
Partnerships,  Lancaster  Heights  Associates,  was sold to an  unrelated  third
party.  Proceeds from the sale were used to satisfy the purchase  money note and
accrued  interest  that had  matured  in  December  2000.  An  affiliate  of the
Corporate General Partner received approximately  $1,645,000 in payment of their
interest in the notes. The remaining proceeds from the sale were distributed and
the  Partnership  received  approximately  $1,400,000,  of  which  approximately
$1,375,00  was used to pay accrued  management  fees due to an  affiliate of the
Corporate General Partner during the fourth quarter of 2003.

Subsequent  to  June  30,  2003,  the  property  in  one of  the  Local  Limited
Partnerships, Cloverleaf Apartments, Ltd., was sold to an unrelated third party.
Proceeds from the sale were used to satisfy the purchase  money note and accrued
interest that had matured in December 2000. The remaining proceeds from the sale
were distributed and the Partnership received  approximately $120,000 during the
fourth quarter of 2003.

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

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

NOTE 4 - FEES AND EXPENSES DUE TO GENERAL PARTNERS

Under  the  terms of the  Restated  Certificate  and  Agreement  of the  Limited
Partnership,  the  Partnership  is obligated  to pay to the general  partners an
annual  management fee equal to 0.5 percent of the original  invested  assets of
the Local  Limited  Partnerships.  Invested  assets is  defined  as the costs of
acquiring project interests  including the proportionate  amount of the mortgage
loans  related to the  Partnership's  interests  in the capital  accounts of the
respective  Local Limited  Partnerships.  For the six months ended June 30, 2003
and 2002,  approximately $98,000 and $99,000,  respectively,  has been expensed.
The unpaid balance at June 30, 2003 is approximately $1,336,000.

The Partnership  reimburses  NAPICO for certain  expenses.  The reimbursement to
NAPICO was  approximately  $10,000 and $9,000 for the six months  ended June 30,
2003 and 2002,  respectively,  and is  included  in general  and  administrative
expenses. The unpaid balance at June 30, 2003 is approximately $43,000.

In accordance with the Partnership Agreement,  the Corporate General Partner has
advanced  the  Partnership  funds to  assist  in  paying  for  normal  operating
expenses.  These  advances  do not accrue  interest.  As of June 30,  2003,  the
Corporate General Partner had advanced approximately $101,000 for such purposes.

As of June 30, 2003, the fees and expenses due the general partners exceeded the
Partnership's  cash. The general partners,  during the forthcoming year, are not
expected  to demand  payment of amounts  due in excess of such cash or such that
the  Partnership  would  not  have  sufficient   operating  cash;  however,  the
Partnership will remain liable for all such amounts.

AIMCO,  which indirectly owns the Corporate  General Partner of the Partnership,
has a 15% interest in, and is the trustee for, the Plaza Village note payable.

NOTE 5 - ABANDONMENT OF LIMITED PARTNERSHIP INTERESTS

During the six months  ended June 30,  2003,  the number of limited  partnership
interests  decreased  by 108  units due to  limited  partners  abandoning  their
interests. In abandoning his or her limited partnership  interest(s),  a limited
partner relinquishes all right, title, and interest in the Partnership as of the
date of abandonments. However, the limited partner is allocated his or her share
of net income or loss for that year. The income or loss per limited  partnership
interests in the  accompanying  statements of operations is calculated  based on
the number of units outstanding at the beginning of the year. There were no such
abandonments during the six months ended June 30, 2002.

NOTE 6 - CONTINGENCIES

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interests  in Real Estate  Associates  Limited  III (an  affiliated
partnership in which NAPICO is the corporate  general partner) and two investors
holding an  aggregate  of five units of limited  partnership  interests  in Real
Estate Associates Limited VI (another affiliated  partnership in which NAPICO is
the corporate general partner) commenced an action in the United States District
Court for the Central District of California against the Partnership, NAPICO and
certain other  defendants.  The complaint  alleged that the defendants  breached
their  fiduciary  duty  to  the  limited  partners  of  certain  NAPICO  managed
partnerships  and  violated  securities  laws by  making  materially  false  and
misleading statements in the consent solicitation statements sent to the limited
partners  of  such  partnerships   relating  to  approval  of  the  transfer  of
partnership interests in limited partnerships, owning certain of the properties,
to affiliates of Casden  Properties  Inc.,  organized by an affiliate of NAPICO.
The plaintiffs  sought  equitable  relief,  as well as compensatory  damages and
litigation  related costs.  On August 4, 1999, one investor  holding one unit of
limited partnership interest in the Partnership  commenced a virtually identical
action  in the  United  States  District  Court  for  the  Central  District  of
California  against the  Partnership,  NAPICO and certain  other  entities.  The
second  action was subsumed in the first  action,  and was  certified as a class
action.  On August 21, 2001,  plaintiffs filed a supplemental  complaint,  which
added  new  claims,  including  a  rescission  of the  transfer  of  partnership
interests and an accounting.

In November 2002, the jury returned  special verdicts against NAPICO and certain
other defendants in the amount of approximately  $25.2 million for violations of
securities laws and against NAPICO for approximately  $67.3 million for breaches
of fiduciary duty. In addition, the jury awarded the plaintiffs punitive damages
against  NAPICO of  approximately  $92.5  million.  On April 29, 2003, the Court
entered  judgment  against NAPICO and certain other  defendants in the amount of
$25.2 million for  violations of  securities  laws and against  NAPICO for $67.3
million for breaches of  fiduciary  duty,  both  amounts plus  interest of $25.6
million, and for punitive damages against NAPICO in the amount of $2.6 million.

On August 11,  2003,  NAPICO  entered  into a  Stipulation  of  Settlement  (the
"Stipulation of Settlement")  with the plaintiff  class (the  "Plaintiffs")  and
their counsel relating to the settlement of the litigation.  On August 25, 2003,
the  court  granted  preliminary  approval  of the  Stipulation  of  Settlement.
Pursuant to the Stipulation of Settlement, Alan I. Casden, on behalf of himself,
NAPICO  and  other  defendants  in the  litigation,  caused  $29  million  to be
deposited  into  an  escrow  account  for the  benefit  of the  Plaintiffs.  The
Stipulation of Settlement remains subject to the final approval of the court, as
well as the approval of the Plaintiffs, which hearing is currently scheduled for
November 24, 2003. Upon final court approval, approval by the Plaintiffs and the
lapse of any time to appeal the court approval of the settlement,  the following
shall occur:

      1.    Alan I. Casden, on behalf of himself, NAPICO and other defendants in
            the litigation,  will transfer to an agent for the Plaintiffs shares
            of common stock  ("Class A Common  Stock") of AIMCO owned by certain
            affiliates  of Alan I. Casden with an aggregate  market value of $19
            million,  subject to certain  transfer  restrictions,  or at Alan I.
            Casden's option, $19 million in cash.

      2.    NAPICO will issue an  aggregate of $35 million in  promissory  notes
            for the benefit of the  Plaintiffs.  An  aggregate  of $7 million of
            notes are to be repaid each year. The notes will bear interest based
            on applicable rates of U.S. Treasury bills with similar  maturities.
            The notes will be guaranteed by AIMCO Properties, L.P., an affiliate
            of AIMCO.

      3.    The parties to the Stipulation of Settlement will release each other
            and  related  parties  from any and all claims  associated  with the
            litigation and the Plaintiffs' investment in the Partnership and the
            other affiliated partnerships.

      4.    The $29 million in the escrow account  established by Alan I. Casden
            will be released to the Plaintiffs.

Pursuant to the Stipulation of Settlement, upon final approval of the settlement
by the court,  the parties shall jointly  request that a new judgment be entered
in the litigation that will, among other things, expunge the judgment originally
entered against NAPICO and the other defendants on April 29, 2003.

On  September  24,  2003,  Battle  Fowler,  LLP filed a request to  intervene to
challenge  the  portion  of the  Stipulation  of  Settlement  that would lead to
expungement of the judgment  originally entered on April 29, 2003 against NAPICO
and the other defendants.  All parties to the Stipulation of Settlement  opposed
this request to intervene. A hearing regarding the request occurred November 10,
2003, and on November 14, 2003, the court denied Battle Fowler, LLP's request.

On August 12, 2003, in connection with the proposed  settlement  pursuant to the
Stipulation of Settlement, NAPICO and AIMCO executed a Settlement Agreement (the
"Settlement  Agreement") with the prior  shareholders of Casden  Properties Inc.
The principal terms of the Settlement Agreement include:

      1.    That NAPICO will voluntarily  discontinue the action it commenced on
            May 13, 2003 against the former  shareholders  of Casden  Properties
            Inc. and other  indemnitors  in AIMCO's  March 2002  acquisition  of
            Casden Properties Inc. (the "Casden Merger").

      2.    That Alan I.  Casden  and  certain  related  entities  will  resolve
            certain pending claims for indemnification made by NAPICO, AIMCO and
            their affiliates.  These claims include  indemnification  related to
            the  litigation  and certain other  matters in  connection  with the
            Casden Merger.

      3.    AIMCO,  or an  affiliate,  will  deposit  $25  million  of the $29
            million that Alan I. Casden is  responsible  for  depositing  into
            the escrow account for the benefit of the  Plaintiffs  pursuant to
            the terms of the  Stipulation  of Settlement.  In connection  with
            this deposit by AIMCO,  The Casden  Company will transfer to AIMCO
            531,915  shares of AIMCO Class A Common  Stock owned by The Casden
            Company,  which  shares  are to be held in escrow  by AIMCO  until
            final  approval of the  Stipulation of Settlement by the court and
            the  Plaintiffs.  Upon such approval,  AIMCO will become the owner
            of the  531,915  shares.  If final  approval  by the court and the
            Plaintiffs  is not  obtained,  the $25 million  deposited by AIMCO
            into the escrow  account  will be returned to AIMCO and AIMCO will
            return to The Casden  Company  the 531,915  shares.  On August 25,
            2003,  AIMCO  caused the $25 million to be deposited in the escrow
            account for the benefit of the  Plaintiffs  and the Casden Company
            and Alan I Casden  deposited  in  escrow  the  531,915  shares  in
            accordance with the Settlement Agreement.

      4.    The Casden Company will promise to pay an aggregate  amount of $35
            million on a  secured,  nonrecourse  basis to  NAPICO.  The Casden
            Company  will be  obligated to repay an aggregate of $7 million of
            the  obligation  each year.  The obligation to pay the $35 million
            will bear the same  interest  and mature on the same  schedule  as
            the promissory  notes issued by NAPICO to the plaintiffs  pursuant
            to the  Stipulation  of Settlement.  Payment of these  obligations
            will be secured by (i) a pledge of 744,681  shares of AIMCO  Class
            A Common  Stock owned by Alan I. Casden or an  affiliated  entity,
            plus up to 60,000  additional  shares for  accrued  interest,  and
            (ii) cash  proceeds  of  recoveries  or  settlements  that Alan I.
            Casden  or  any  of  his   affiliates,   or  any  of  the   former
            shareholders  of Casden  Properties  Inc.,  receive in  connection
            with or related to the  litigation  (collectively,  "Recoveries").
            The payment  obligations  to NAPICO will be required to be prepaid
            with any  Recoveries  received.  Payment may be made in cash or in
            shares of AIMCO Class A Common  Stock  having a value based on the
            greater  of $47 per share or the  market  value of such  shares at
            the time of payment,  except  payments  with respect to Recoveries
            must be made in cash.

In addition to the litigation  discussed above, the Corporate General Partner is
involved in various other  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.



<PAGE>






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

Liquidity and Capital Resources

The 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 any of the Local
Limited  Partnerships  in which the  Partnership has invested will generate cash
flow  sufficient  to provide  for  distributions  to the  Partnership's  limited
partners in any material amount.

The  accompanying   financial   statements  have  been  prepared   assuming  the
Partnership  will  continue as a going  concern.  The  Partnership  continues to
generate recurring operating losses and suffers from a lack of cash as well as a
partners'  deficit.  The Corporate  General Partner may approve  advances to the
Partnership to fund certain operating  expenses;  however, it is not required to
take such action.  In addition,  the  Partnership is in default on notes payable
and related accrued interest payable that matured in December 1999.

Two of the  Partnership's  investments,  Evergreen and Plaza  Village,  involved
purchases of partnership  interests in Local Limited  Partnerships from partners
who subsequently  withdrew from the Local Limited  Partnership.  The Partnership
issued  non-recourse  notes  payable  totaling  $4,600,000 to the sellers of the
partnership interests,  such notes bearing interest at 9.5% per annum. The notes
matured in 1999. These  obligations and related interest are  collateralized  by
the Partnership's investment in the local limited partnership, as defined in the
notes. Unpaid interest was due at maturity of the notes.

During the six months ended June 30,  2003,  Evergreen  refinanced  the mortgage
encumbering its investment property. The distribution from Evergreen relating to
the  refinancing  of  approximately  $6,765,000  was recognized as income in the
accompanying  statements  of  operations.  Pursuant  to the  agreement  with the
noteholders,  approximately $6,615,000 of the proceeds were sent to a trustee in
order  to  satisfy  in  full  the  principal  of  approximately  $2,600,000  and
approximately  $4,015,000 of accrued interest. The trustee distributed the funds
directly  to  the  noteholders.  The  Partnership  also  recognized  a  gain  on
extinguishment  of debt of  approximately  $102,000  due to the write off of the
remaining accrued interest as it was forgiven by the noteholders.

At June  30,  2003,  the  obligation  relating  to the  Plaza  Village  note was
$2,000,000  and  accrued  interest  was  approximately   $3,417,000.   Apartment
Investment and  Management  Company,  a Maryland  corporation  ("AIMCO"),  which
indirectly  owns the Corporate  General  Partner of the  Partnership,  has a 15%
interest in and is the trustee for the Plaza Village note payable.

The  Partnership  has not made any payments on the Plaza  Village note and is in
default  under the terms of the note.  Management  is  attempting  to  negotiate
extensions  of the maturity date on the note payable.  If the  negotiations  are
unsuccessful,  the  Partnership  could lose its  investment in the local limited
partnership, Plaza Village Group, to foreclosure.

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

Four of the Local Limited Partnerships have outstanding purchase money notes and
accrued  interest  that matured in December  2000.  In  addition,  a fifth Local
Limited Partnership has a subordinated note and accrued interest that matured in
December 1999.  Each of these Local Limited  Partnerships is in default on these
obligations.  As a result,  the Partnership  risks losing its investments in the
other Local Limited Partnerships through foreclosure.  All of the investments in
these Local Limited Partnerships were zero at June 30, 2003.

Subsequent  to  June  30,  2003,  the  property  in  one of  the  Local  Limited
Partnerships,  Lancaster  Heights  Associates,  was sold to an  unrelated  third
party.  Proceeds from the sale were used to satisfy the purchase  money note and
accrued  interest  that had  matured  in  December  2000.  An  affiliate  of the
Corporate General Partner received approximately  $1,645,000 in payment of their
interest in the notes. The remaining proceeds from the sale were distributed and
the  Partnership  received  approximately  $1,400,000,  of  which  approximately
$1,375,00  was used to pay accrued  management  fees due to an  affiliate of the
Corporate General Partner during the fourth quarter of 2003.

Subsequent  to  June  30,  2003,  the  property  in  one of  the  Local  Limited
Partnerships, Cloverleaf Apartments, Ltd., was sold to an unrelated third party.
Proceeds from the sale were used to satisfy the purchase  money note and accrued
interest that had matured in December 2000. The remaining proceeds from the sale
were distributed and the Partnership received  approximately $120,000 during the
fourth quarter of 2003.

Results of Operations

Partnership  revenues consist  primarily of interest income earned on investment
of funds.  The Partnership  also receives  distributions  from the Local Limited
Partnerships  in which it has  invested.  During the six  months  ended June 30,
2003, the Partnership received  approximately  $55,000 of distributions from the
operations of the Local Limited  Partnerships and approximately  $6,765,000 from
the  refinancing  of  the  investment  property  at one  of  the  Local  Limited
Partnerships.  These amounts were  recognized as income because the  Partnership
has no remaining basis in these investments.

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

<PAGE>

An annual  management fee is payable to the general  partners of the Partnership
and is  calculated  at 0.5 percent of the  Partnership's  invested  assets.  The
management fee is paid to the general partners for their  continuing  management
of partnership  affairs.  The fee is payable  beginning with the month following
the Partnership's initial investment in a local limited partnership.  Management
fees were  approximately  $98,000 and $99,000 for the six months  ended June 30,
2003 and 2002, respectively.

In accordance with the Partnership Agreement,  the Corporate General Partner has
advanced  the  Partnership  funds to  assist  in  paying  for  normal  operating
expenses.  These  advances  do not accrue  interest.  As of June 30,  2003,  the
Corporate General Partner had advanced approximately $101,000 for such purposes.

Operating expenses,  other than management fees and interest expense, consist of
legal and accounting  fees for services  rendered to the Partnership and general
and  administrative  expenses.  Legal and  accounting  fees  were  approximately
$46,000  and  $36,000  for  the  six  months  ended  June  30,  2003  and  2002,
respectively. General and administrative expenses were approximately $20,000 and
$21,000 for the six months ended June 30, 2003 and 2002, respectively.

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and  operations,  including  refinancing or selling  decisions of the
Local  Limited  Partnerships.  Accordingly,  the  Partnership  accounts  for its
investment in the Local Limited  Partnerships using the equity method.  Thus the
individual  investments are carried at cost plus the Partnership's  share of the
Local Limited  Partnership's  profits less the Partnership's  share of the Local
Limited  Partnership's  losses,  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.   The
Partnership received approximately  $6,820,000 and $11,000 in distributions that
were  recognized  as income  during the six months ended June 30, 2003 and 2002,
respectively.  (See previous  discussion on refinancing at Evergreen.) For those
investments  where the Partnership has determined that the carrying value of its
investments  approximates  the estimated  fair value of those  investments,  the
Partnership's  policy is to  recognize  equity  in  income of the Local  Limited
Partnerships  only to the extent of  distributions  received and amortization of
acquisition costs from those Local Limited  Partnerships.  During the six months
ended June 30, 2002 the Partnership  recognized  equity in loss of approximately
$30,000 resulting from advances made to Local Limited  Partnerships.  Management
believed that  repayment of these  advances was doubtful and fully reserved them
in 2002. The Partnership did not make any advances in the same period in 2003.

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

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

Other

AIMCO and its affiliates  owned 374 limited  partnership  units (the "Units") or
748 limited partnership  interests in the Partnership  representing 6.10% of the
outstanding  Units at June 30, 2003. 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 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.

Method of Accounting for Investments in Local Limited Partnerships

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



<PAGE>


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.

Recent Accounting Pronouncements

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 46 ("FIN 46"),  Consolidation of Variable Interest Entities.
FIN 46 requires the  consolidation of entities in which an enterprise  absorbs a
majority of the entity's  expected  losses,  receives a majority of the entity's
expected  residual  returns,  or both, as a result of ownership,  contractual or
other  financial  interests  in the  entity.  Prior to the  issuance  of FIN 46,
entities were generally  consolidated by an enterprise when it had a controlling
financial  interest  through  ownership  of a majority  voting  interest  in the
entity.  FIN 46 applied  immediately to variable interest entities created after
January 31, 2003, and with respect to variable interests held before February 1,
2003, FIN 46 will apply beginning October 1, 2003.

The Partnership has not entered into any partnership  investments  subsequent to
January  31,  2003.  The  Partnership  is  in  the  process  of  evaluating  its
investments in unconsolidated  partnerships that may be deemed variable interest
entities under the provisions of FIN 46. The  Partnership has not yet determined
the anticipated  impact of adopting FIN 46 for its  partnership  agreements that
existed as of January 31, 2003. However, FIN 46 may require the consolidation of
the  assets,   liabilities  and  operations  of  certain  of  the  Partnership's
unconsolidated  partnership  investments.  Although  the  Partnership  does  not
believe  the full  adoption  of FIN 46 will  have an impact  on cash  flow,  the
Partnership cannot make any definitive  conclusion on the impact of net earnings
until it completes its evaluation,  including an evaluation of the Partnership's
maximum exposure to loss.

 In May 2003, the FASB issued SFAS 150, which  establishes  standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities and equity.  The  requirements of SFAS 150
apply  to  the   classification   and  measurement  of  freestanding   financial
instruments.  SFAS 150 is effective  for financial  instruments  entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period  beginning after June 15, 2003. The Partnership has adopted
SFAS 150 as of July 1, 2003.  Additionally,  in September  2003,  the FASB staff
indicated  that  SFAS 150  also  applies  to the  non-controlling  interests  in
consolidated  finite life partnerships.  However,  on October 29, 2003, the FASB
indefinitely  deferred the provisions of SFAS 150 for finite life  partnerships.
The  adoption  of SFAS 150 did not have a material  impact on the  Partnership's
results of operations taken as a whole.

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 needed
to be improved  and were  improved  subsequent  to June 30, 2003 to provide that
actions taken at the Local Limited  Partnerships,  for which entities other than
the Partnership or its affiliates serve as the general partner,  are reported to
the Partnership in a timely,  accurate and complete fashion. In particular,  the
Partnership   has  implemented  a  system  to  improve  the   coordination   and
communication  between  those  groups  responsible  for  effecting  transactions
related to the investments of the  Partnership and those groups  responsible for
general  oversight  of the  investments  of the  Partnership  and  reporting  of
transactions related thereto.

(b) Internal Control Over Financial Reporting.  Except as described above, 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.

<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interests  in Real Estate  Associates  Limited  III (an  affiliated
partnership in which NAPICO is the corporate  general partner) and two investors
holding an  aggregate  of five units of limited  partnership  interests  in Real
Estate Associates Limited VI (another affiliated  partnership in which NAPICO is
the corporate general partner) commenced an action in the United States District
Court for the Central District of California against the Partnership, NAPICO and
certain other  defendants.  The complaint  alleged that the defendants  breached
their  fiduciary  duty  to  the  limited  partners  of  certain  NAPICO  managed
partnerships  and  violated  securities  laws by  making  materially  false  and
misleading statements in the consent solicitation statements sent to the limited
partners  of  such  partnerships   relating  to  approval  of  the  transfer  of
partnership interests in limited partnerships, owning certain of the properties,
to affiliates of Casden  Properties  Inc.,  organized by an affiliate of NAPICO.
The plaintiffs  sought  equitable  relief,  as well as compensatory  damages and
litigation  related costs.  On August 4, 1999, one investor  holding one unit of
limited partnership interest in the Partnership  commenced a virtually identical
action  in the  United  States  District  Court  for  the  Central  District  of
California  against the  Partnership,  NAPICO and certain  other  entities.  The
second  action was subsumed in the first  action,  and was  certified as a class
action.  On August 21, 2001,  plaintiffs filed a supplemental  complaint,  which
added  new  claims,  including  a  rescission  of the  transfer  of  partnership
interests and an accounting.

In November 2002, the jury returned  special verdicts against NAPICO and certain
other defendants in the amount of approximately  $25.2 million for violations of
securities laws and against NAPICO for approximately  $67.3 million for breaches
of fiduciary duty. In addition, the jury awarded the plaintiffs punitive damages
against  NAPICO of  approximately  $92.5  million.  On April 29, 2003, the Court
entered  judgment  against NAPICO and certain other  defendants in the amount of
$25.2 million for  violations of  securities  laws and against  NAPICO for $67.3
million for breaches of  fiduciary  duty,  both  amounts plus  interest of $25.6
million, and for punitive damages against NAPICO in the amount of $2.6 million.

On August 11,  2003,  NAPICO  entered  into a  Stipulation  of  Settlement  (the
"Stipulation of Settlement")  with the plaintiff  class (the  "Plaintiffs")  and
their counsel relating to the settlement of the litigation.  On August 25, 2003,
the  court  granted  preliminary  approval  of the  Stipulation  of  Settlement.
Pursuant to the Stipulation of Settlement, Alan I. Casden, on behalf of himself,
NAPICO  and  other  defendants  in the  litigation,  caused  $29  million  to be
deposited  into  an  escrow  account  for the  benefit  of the  Plaintiffs.  The
Stipulation of Settlement remains subject to the final approval of the court, as
well as the approval of the Plaintiffs, which hearing is currently scheduled for
November 24, 2003. Upon final court approval, approval by the Plaintiffs and the
lapse of any time to appeal the court approval of the settlement,  the following
shall occur:

      1.    Alan I. Casden, on behalf of himself, NAPICO and other defendants in
            the litigation,  will transfer to an agent for the Plaintiffs shares
            of common stock  ("Class A Common  Stock") of AIMCO owned by certain
            affiliates  of Alan I. Casden with an aggregate  market value of $19
            million,  subject to certain  transfer  restrictions,  or at Alan I.
            Casden's option, $19 million in cash.

      2.    NAPICO will issue an  aggregate of $35 million in  promissory  notes
            for the benefit of the  Plaintiffs.  An  aggregate  of $7 million of
            notes are to be repaid each year. The notes will bear interest based
            on applicable rates of U.S. Treasury bills with similar  maturities.
            The notes will be guaranteed by AIMCO Properties, L.P., an affiliate
            of AIMCO.
<PAGE>
      3.    The parties to the Stipulation of Settlement will release each other
            and  related  parties  from any and all claims  associated  with the
            litigation and the Plaintiffs' investment in the Partnership and the
            other affiliated partnerships.

      4.    The $29 million in the escrow account  established by Alan I. Casden
            will be released to the Plaintiffs.

Pursuant to the Stipulation of Settlement, upon final approval of the settlement
by the court,  the parties shall jointly  request that a new judgment be entered
in the litigation that will, among other things, expunge the judgment originally
entered against NAPICO and the other defendants on April 29, 2003.

On  September  24,  2003,  Battle  Fowler,  LLP filed a request to  intervene to
challenge  the  portion  of the  Stipulation  of  Settlement  that would lead to
expungement of the judgment  originally entered on April 29, 2003 against NAPICO
and the other defendants.  All parties to the Stipulation of Settlement  opposed
this request to intervene. A hearing regarding the request occurred November 10,
2003, and on November 14, 2003, the court denied Battle Fowler, LLP's request.

On August 12, 2003, in connection with the proposed  settlement  pursuant to the
Stipulation of Settlement, NAPICO and AIMCO executed a Settlement Agreement (the
"Settlement  Agreement") with the prior  shareholders of Casden  Properties Inc.
The principal terms of the Settlement Agreement include:

      1.    That NAPICO will voluntarily  discontinue the action it commenced on
            May 13, 2003 against the former  shareholders  of Casden  Properties
            Inc. and other  indemnitors  in AIMCO's  March 2002  acquisition  of
            Casden Properties Inc. (the "Casden Merger").

      2.    That Alan I.  Casden  and  certain  related  entities  will  resolve
            certain pending claims for indemnification made by NAPICO, AIMCO and
            their affiliates.  These claims include  indemnification  related to
            the  litigation  and certain other  matters in  connection  with the
            Casden Merger.

      3.    AIMCO,  or an  affiliate,  will  deposit  $25  million  of the $29
            million that Alan I. Casden is  responsible  for  depositing  into
            the escrow account for the benefit of the  Plaintiffs  pursuant to
            the terms of the  Stipulation  of Settlement.  In connection  with
            this deposit by AIMCO,  The Casden  Company will transfer to AIMCO
            531,915  shares of AIMCO Class A Common  Stock owned by The Casden
            Company,  which  shares  are to be held in escrow  by AIMCO  until
            final  approval of the  Stipulation of Settlement by the court and
            the  Plaintiffs.  Upon such approval,  AIMCO will become the owner
            of the  531,915  shares.  If final  approval  by the court and the
            Plaintiffs  is not  obtained,  the $25 million  deposited by AIMCO
            into the escrow  account  will be returned to AIMCO and AIMCO will
            return to The Casden  Company  the 531,915  shares.  On August 25,
            2003,  AIMCO  caused the $25 million to be deposited in the escrow
            account for the benefit of the  Plaintiffs  and the Casden Company
            and Alan I Casden  deposited  in  escrow  the  531,915  shares  in
            accordance with the Settlement Agreement.

      4.    The Casden Company will promise to pay an aggregate  amount of $35
            million on a  secured,  nonrecourse  basis to  NAPICO.  The Casden
            Company  will be  obligated to repay an aggregate of $7 million of
            the  obligation  each year.  The obligation to pay the $35 million
            will bear the same  interest  and mature on the same  schedule  as
            the promissory  notes issued by NAPICO to the plaintiffs  pursuant
            to the  Stipulation  of Settlement.  Payment of these  obligations
            will be secured by (i) a pledge of 744,681  shares of AIMCO  Class
            A Common  Stock owned by Alan I. Casden or an  affiliated  entity,
            plus up to 60,000  additional  shares for  accrued  interest,  and
            (ii) cash  proceeds  of  recoveries  or  settlements  that Alan I.
            Casden  or  any  of  his   affiliates,   or  any  of  the   former
            shareholders  of Casden  Properties  Inc.,  receive in  connection
            with or related to the  litigation  (collectively,  "Recoveries").
            The payment  obligations  to NAPICO will be required to be prepaid
            with any  Recoveries  received.  Payment may be made in cash or in
            shares of AIMCO Class A Common  Stock  having a value based on the
            greater  of $47 per share or the  market  value of such  shares at
            the time of payment,  except  payments  with respect to Recoveries
            must be made in cash.

In addition to the litigation  discussed above, the Corporate General Partner is
involved in various other  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 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

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

                  Exhibit 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.

                  Exhibit 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.

                  Exhibit  32.1,  Certification  Pursuant  to 18 U.S.C.  Section
                  1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.

            b) Reports on Form 8-K:

                  Current Report on Form 8-K dated April 30, 2003 and filed with
                  the  Securities  and  Exchange  Commission  on April 30,  2003
                  disclosing the initial  judgment entered against NAPICO as the
                  Corporate General Partner of the Partnership.

                  Current  Report on Form 8-K dated May 30,  2003 and filed with
                  the  Securities  and  Exchange  Commission  on  June  2,  2003
                  disclosing the initial memorandum of understanding relating to
                  a settlement of the litigation against NAPICO as the Corporate
                  General Partner of the Partnership.


<PAGE>


                                   SIGNATURES



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


                                    HOUSING PROGRAMS LIMITED
                                    (a California limited partnership)


                                    By:   National Partnership Investments Corp.
                                          Corporate General Partner


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


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


                                    Date: November 19, 2003


<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, David R. Robertson, certify that:


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

2.    Based on my knowledge,  this 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 registrant as of, and for, the periods presented in this report;

4.    The  registrant'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 registrant
      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
            registrant,  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 registrant'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  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant'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  registrant'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  registrant's
            internal control over financial reporting.

Date:  November 19, 2003

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Brian H. Shuman, certify that:


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

2.    Based on my knowledge,  this 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 registrant as of, and for, the periods presented in this report;

4.    The  registrant'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 registrant
      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
            registrant,  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 registrant'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  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant'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  registrant'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  registrant's
            internal control over financial reporting.

Date:  November 19, 2003

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


<PAGE>


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/A of Housing  Programs
Ltd. (the "Partnership"),  for the quarterly period ended June 30, 2003 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
David R.  Robertson,  as the  equivalent of the chief  executive  officer of the
Partnership,  and Brian H.  Shuman,  as the  equivalent  of the chief  financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

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

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


                                           /s/David R. Robertson
                                    Name:  David R. Robertson
                                    Date:  November 19, 2003


                                           /s/Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  November 19, 2003


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.