1





                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                                   FORM 10-Q


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

                        FOR QUARTER ENDED JUNE 30, 1995

                         COMMISSION FILE NUMBER 2-92352

                            HOUSING PROGRAMS LIMITED
       (FORMERLY SHEARSON LEHMAN/COAST SAVINGS HOUSING PARTNERS, 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

                       Securities Registered Pursuant to
                       Section 12(b) or 12(g) of the Act

                                      NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed with the Commission 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
                                  ---       ---
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                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               INDEX TO FORM 10-Q

                      FOR THE QUARTER ENDED JUNE 30, 1995




PART I.  FINANCIAL INFORMATION


                                                                                                                         
              Item 1.  Financial Statements

                     Balance Sheets, June 30, 1995 and December 31, 1994    . . . . . . . . . . . . . . . . . . . . . . . .  1

                     Statements of Operations,
                           Six and Three Months Ended June 30, 1995 and 1994  . . . . . . . . . . . . . . . . . . . . . . .  2

                     Statement of Partners' Equity,
                           Six Months Ended June 30, 1995   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

                     Statements of Cash Flow,
                           Six Months Ended June 30, 1995 and 1994  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4

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

              Item 2.  Management's Analysis and Discussion of Financial
                            Condition and Results of Operation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8


PART II.  OTHER INFORMATION

              Item 1.  Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

              Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

              Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

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                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                      JUNE 30, 1995 AND DECEMBER 31, 1994

                                     ASSETS

                                                              
                                                            
                                                                               1995              1994
                                                                           (Unaudited)         (Audited) 
                                                                           -----------        -----------
                                                                                       
INVESTMENTS IN AND ADVANCES TO                                       
     LIMITED PARTNERSHIPS                                                  $14,427,918       $14,533,940
                                                                     
CASH AND CASH EQUIVALENTS                                                    1,130,965           624,935
                                                                     
SHORT TERM INVESTMENTS                                                         125,000           533,409
                                                                           -----------       -----------
                                                                     
                 TOTAL ASSETS                                              $15,683,883       $15,692,284
                                                                           ===========       ===========
                                                                     
                                                                     
                          LIABILITIES AND PARTNERS' DEFICIENCY       
                                                                     
LIABILITIES:                                                         
                                                                     
     Notes and capital contributions payable                               $10,177,433       $10,177,433
     Accrued fees and expenses due general partners                          1,277,072         1,092,620
     Accrued interest payable                                                9,392,145         8,917,531
     Accounts payable and other liabilities                                     44,808            21,922
                                                                           -----------       -----------
                                                                     
                                                                            20,891,458        20,209,506
                                                                     
                                                                     
                                                                     
PARTNERS' DEFICIENCY                                                        (5,207,575)       (4,517,222)
                                                                           -----------       -----------
                                                                     
     TOTAL LIABILITIES AND PARTNERS' DEFICIENCY                            $15,683,883       $15,692,284
                                                                           ===========       ===========
                                                             
                                                                     




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

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                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENT OF OPERATIONS

               SIX AND THREE MONTHS ENDED JUNE 30, 1995 AND 1994

                                  (Unaudited)


                                
                              
                                           Six months          Three months          Six months        Three months
                                              ended                ended                ended               ended
                                          June 30, 1995        June 30, 1995        June 30, 1994       June 30, 1994
                                          -------------        -------------        -------------       -------------
                                                                                              
INTEREST INCOME                              $  26,616            $  21,255           $   8,118           $   2,970
                                             ---------            ---------           ---------           ---------
                                                                                      
OPERATING EXPENSES                                                                    
   Management fees-general partners            284,448              142,224             284,448             142,224
   General and administrative                   39,846               22,276              48,563              26,401
   Legal and accounting                         90,272               32,024              56,881              17,419
   Interest expense                            483,062              241,531             483,062             241,531
                                             ---------            ---------           ---------           ---------
                                                                                      
        Total operating expenses               897,628              438,055             872,954             427,575
                                             ---------            ---------           ---------           ---------
                                                                                      
LOSS FROM PARTNERSHIP                                                                 
   OPERATIONS                                 (871,012)            (416,800)           (864,836)           (424,605)
                                                                                      
DISTRIBUTIONS RECOGNIZED                                                                                   
   AS INCOME                                   143,419              -                   428,151              65,216
                                                                                      
EQUITY IN INCOME OF LIMITED                                                           
   PARTNERSHIPS AND                                                                   
   AMORTIZATION OF                                                                    
   ACQUISITION COSTS                            37,240               18,620             308,000             154,000
                                             ---------            ---------           ---------           ---------
                                                                                      
NET LOSS                                     $(690,353)           $(398,180)          $(128,685)          $(205,389)
                                             =========            =========           =========           ========= 

                                       




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

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                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                       STATEMENT OF PARTNERS' DEFICIENCY

                         SIX MONTHS ENDED JUNE 30, 1995

                                  (Unaudited)





                                                                     General            Limited
                                                                    Partners            Partners               Total 
                                                                   ---------          ------------          -----------
                                                                                                   
PARTNERSHIP INTERESTS
   June 30, 1995                                                                            12,368
                                                                                       ===========

PARTNERS' DEFICIENCY,
   at January 1, 1995                                              $(295,918)          $(4,221,304)          $(4,517,222)
                                                                                
                                                                                
Net loss for the six months                                                     
   ended June 30, 1995                                                (6,904)             (683,449)             (690,353)
                                                                   ---------           -----------           -----------
                                                                                
PARTNERS' DEFICIENCY,                                                           
   at June 30, 1995                                                $(302,822)          $(4,904,753)          $(5,207,575)
                                                                   =========           ===========           =========== 
                                                      





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

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                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS

                    SIX MONTHS ENDED JUNE 30, 1995 AND 1994

                                  (Unaudited)



                                                                             1995                  1994   
                                                                           ----------            ---------
                                                                                           
CASH FLOWS USED IN OPERATING ACTIVITIES:                                   
          Net loss                                                         $ (690,353)           $ (128,685)
             Adjustments to reconcile net loss to net cash                                       
               (used in) provided by operating activities:                                       
                    Equity in income of limited partnerships                  (57,240)             (328,000)
                    Amortization of acquisition costs                          20,000                20,000
                    Increase in advances to limited partnerships              (31,331)                 -
                    Increase in -                                                                
                        Accrued interest payable                              474,614               440,804
                        Accrued fees due general partners                     184,452               186,694
                        Accounts payable                                       22,886               160,792
                                                                           ----------            ----------
                                                                                                 
             Net cash (used in) provided by operating activities              (76,972)              351,605
                                                                           ----------            ----------
                                                                                                 
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:                                                     
          Distributions from limited partnerships                                                
             recognized as a return of capital                                174,593               381,690
                                                                                                 
          Decrease in short term investment                                   408,409                  -       
                                                                           ----------            ----------
                                                                                                 
             Net cash provided by investing activities                        583,002               381,690
                                                                           ----------            ----------
                                                                                                 
NET INCREASE IN CASH AND CASH EQUIVALENTS                                     506,030               733,295
                                                                                                 
CASH AND CASH EQUIVALENTS, beginning of period                                624,935               673,835
                                                                           ----------            ----------
                                                                                            
CASH AND CASH EQUIVALENTS, end of period                                   $1,130,965            $1,407,130
                                                                           ==========            ==========
                                                                   





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

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                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                         NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30, 1995

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 (formerly, Shearson Lehman/Coast Savings Housing Partners,
         Limited) (the "Partnership") annual report for the year ended December
         31, 1994.  National Partnership Investments Corp. ("NAPICO") is the
         corporate 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 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, 1995 and the results of
         operations and changes in cash flow for the six months then ended.

         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.

         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.

         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.





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                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 1995

NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS

         The Partnership now holds limited partnership interests in 18 limited
         partnerships because of the Montecito foreclosure.  The 18 local
         limited partnerships own residential rental projects consisting of
         2,803 apartment units.  The mortgage loans of these projects are
         insured by various governmental agencies.

         The Partnership, as a limited partner, is entitled to 99 percent of
         the profits and losses of the limited partnerships.

         As of June 30, 1995, the Partnership is obligated, if certain
         conditions are met, to invest additional capital of approximately
         $90,000 in an investee partnership, at some time in the future.  This
         amount has not been recorded as a liability in the accompanying
         financial statements.

         Equity in losses of limited partnerships is recognized in the
         financial statements until the limited partnership investment account
         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 recognized as a
         reduction of capital until the investment balance has been reduced to
         zero or to a negative amount equal to further capital contributions
         required.  Subsequent distributions are recognized as income.

         The following is a summary of the investment in limited partnerships
         as of June 30, 1995:
                                                               
                                                        
                                                                
          Balance, beginning of period                             $14,533,940
          Advances to limited partnerships                              31,331
          Distributions recognized as return of capital               (174,593)
          Amortization of acquisition costs                            (20,000)
          Equity in income of limited partnerships                      57,240
                                                                   -----------
          Balance, end of period                                   $14,427,918
                                                                   ===========
                                                       
                                                               
         The following are unaudited combined estimated statements of
         operations for the limited partnerships in which the Partnership has
         investments:
                           
                    
                  
                               Six months           Three months            Six months          Three months
                                 ended                  ended                  ended                ended
                             June 30, 1995          June 30, 1995          June 30, 1994        June 30, 1994
                             -------------          -------------          -------------        -------------
                                                                                    
INCOME                     
  Rental and Other             $8,408,000             $4,204,000            $ 9,316,000          $ 4,658,000
                           
EXPENSES                   
  Depreciation                  1,754,000                877,000              1,906,000              953,000
  Interest                      1,886,000                943,000              2,318,000            1,159,000
  Operating                     5,580,000              2,790,000              5,886,000            2,943,000
                               ----------             ----------            -----------          -----------
                           
     Total expenses             9,220,000              4,610,000             10,110,000            5,055,000
                               ----------             ----------            -----------          -----------
NET LOSS                       $ (812,000)            $ (406,000)           $ (794,000)          $  (397,000)
                               ==========             ==========            ===========          ===========
                   
                           




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                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 1995


NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS (CONTINUED)

         The Montecito local partnership was operating at a deficit and the
         general partner was unsuccessful in its attempt to negotiate a
         mortgage modification with the lender to improve the situation.  No
         mortgage payments were made since June 6, 1994 and the mortgage was in
         default.  On July 18, 1995, the property was foreclosed upon.  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 Montecito at June 30, 1995.

NOTE 3 - NOTES AND CAPITAL CONTRIBUTIONS PAYABLE

         Certain of the Partnership's investments involved purchases of
         partnership interest from partners who subsequently withdrew from the
         operating partnership.  The Partnership is obligated for non-recourse
         notes payable of $10,177,433, bearing interest at 9.5 percent, to the
         sellers of the partnership interests.  The notes have principal
         maturity dates ranging from October 1996 to December 1999 or upon or
         refinancing of the underlying partnership properties.  These
         obligations and the related interest are collateralized by the
         Partnership's investment in the investee limited partnerships and are
         payable only out of cash distributions from the investee partnerships,
         as defined in the notes.  Unpaid interest, in the amount of $9,392,145
         at June 30, 1995, is due at maturity of the notes.

NOTE 4 - ACCRUED 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 the general
         partners for an annual management fee equal to .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
         partnerships.  The fees accrued for the six months ended June 30, 1995
         and 1994 were approximately $284,000.

         While as of  June 30, 1995, the fees and expenses due the general
         partners exceeded the Partnership's cash, NAPICO was paid $100,000 for
         the six months ended June 30, 1995.  The Partnership reimburses NAPICO
         for certain expenses.  In 1995, the reimbursement to NAPICO of $14,923
         has been paid and included in the Partnership's operating expenses.

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 management and NAPICO, the
         claims will not result in any material liability to the Partnership.





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                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 1995


ITEM 2.  MANAGEMENT'S ANALYSIS AND DISCUSSION 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 not
         required for investment in local partnerships.

         Operating expenses 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 recognized 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 recognized as income.

         Except for certificates of deposit and money market funds, the
         Partnership's investments are entirely interests in other limited
         partnerships owning government assisted projects.  Available cash is
         invested providing 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 local partnership was operating at a deficit, and the
         general partner was unsuccessful in its attempt to negotiate a
         mortgage modification with the lender to improve the situation.  No
         mortgage payments were made since June 6, 1994 and the mortgage was in
         default.  On July 18, 1995, the property was foreclosed upon.  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 Montecito at June 30, 1995.





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                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 JUNE 30, 1995


PART II. OTHER INFORMATION

ITEM 3.  LEGAL PROCEEDINGS

As of June 30, 1995, the Partnership's corporate general partners were
plaintiffs or defendants in several suits including the following:

The Montecito local partnership was operating at a deficit, and the general
partner was unsuccessful in its attempt to negotiate a mortgage modification
with the lender to improve the situation.  No mortgage payments were made
since June 6, 1994 and the mortgage was in default.  On July 18, 1995, the
property was foreclosed upon.  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 Montecito at June 30, 1995.

Housing Programs Corporation II, a General Partner of the Partnership  and
certain of its affiliates, on their own behalf and on behalf of the Partnership
and certain other partnerships with which they are associated (collectively,
the "Plaintiff Partnerships"), and NAPICO and certain of its affiliates, have
entered into a Memorandum of Understanding dated August 11, 1995.  In addition
to establishing certain Partnership controls, the Memorandum of Understanding
resolves and settles various management and control issues which were under
discussion for some time and various claims which were raised in a lawsuit
filed in the Los Angeles Superior Court on June 9, 1995 by Housing Programs
Corporation II, the Partnership, and others against your Managing General
Partner, among others ("the Lawsuit").  All parties entered into the Memorandum
of Understanding without any admission of wrongdoing or liability by any
defendant as to any claim in the Lawsuit, in a desire to avoid continued
litigation that would be expensive, time consuming and complex.

By virtue of the Memorandum of Understanding, the parties thereto have agreed,
among other things, that:

         1.      NAPICO has agreed to allow the accounting firm of Price
                 Waterhouse to complete its analysis of the books and records
                 of the Partnership including an analysis of the books and
                 records of the master disbursement account maintained by an
                 affiliate of NAPICO.  NAPICO has also agreed that it and its
                 affiliates will pay to the Partnership any amounts (with
                 interest thereon) properly determined to be owed to the
                 Partnership as a result of the Price Waterhouse analysis.

         2.      HAPI Management, Inc., ("HAPI"), an affiliate of NAPICO shall
                 continue to manage the five Partnership properties it
                 currently manages, subject to various agreed-upon
                 modifications to the existing Management Agreements, and HAPI
                 will not currently manage the other properties of the
                 Partnership.  All future management arrangements with HAPI
                 will be subject to Housing Programs Corporation II's
                 reasonable approval.

         3.      The Partnership will continue to retain Deloitte & Touche as
                 the Partnership's auditors for 1995, but will solicit
                 competitive bids from at least three Big Six accounting firms
                 for the Partnership's audit work beginning with fiscal year
                 1996 and at least every three (3) years thereafter.





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                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 JUNE 30, 1995


PART II.         OTHER INFORMATION

ITEM 3.          LEGAL PROCEEDINGS (CONTINUED)

         4.      The Partnership will employ an independent Cash Manager,
                 designated by Housing Programs Corporation II, and approved by
                 NAPICO, to perform cash management services, including
                 maintenance of the Partnership's bank accounts and reserves,
                 payment of property management fees and other accounts
                 payable, payments to affiliates of NAPICO, and payment of cash
                 distributions, if any, to the Limited Partners.  NAPICO has
                 agreed to prepare detailed annual budgets to be approved by
                 Housing Programs Corporation II and thereafter used by the
                 Cash Manager as a guide and control over Partnership
                 operations.

         5.      The parties to the Memorandum of Understanding have agreed to
                 enter into a formal Settlement Agreement and, concurrently
                 therewith, (a) the plaintiffs in the Lawsuit will execute a
                 special release of the defendants with respect to the
                 allegations contained in the Lawsuit, (b) the defendants in
                 the Lawsuit will execute a special release of each plaintiff
                 in the Lawsuit that is a general partner of a Plaintiff
                 Partnership with respect to all claims which would have been
                 compulsory counterclaims thereunder, and (c) the defendants
                 will execute a special release of any claims, other than those
                 regarding specifically scheduled contractual relations, which
                 any defendant may have against this Partnership or any of the
                 other Plaintiff Partnerships.

         6.      Upon the uncured breach of certain provisions of the
                 Memorandum of Understanding, or upon a future breach of
                 NAPICO's fiduciary duties, Housing Programs Corporation II may
                 cause NAPICO to resign as a general partner of the Partnership
                 and become a limited partner thereof.

Any Limited Partner who desires a copy of the Memorandum of Understanding may
call Pat Toy at 1-800-666-6274 or by writing the Managing General Partner.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

 (a)     No exhibits are required per the provision of item 7 of regulation S-K.





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                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 JUNE 30, 1995


                                   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






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