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



                                    FORM 8-K


                                 CURRENT REPORT


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

        Date of Report (Date of earliest event reported): November 24, 2003

                              HOUSING PROGRAMS LIMITED
               (Exact Name of Registrant as Specified in Its Charter)


               California                   0-13808               95-3906167
      (State or other jurisdiction        (Commission          (I.R.S. Employer
            of incorporation)             File Number)          Identification
                                                                    Number)


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


         Registrant's telephone number, including area code (864) 239-1000


                                       N/A

                   (Former address, if changed since last report)

Item 5.     Other Events.

As previously disclosed,  on August 27, 1998, two investors holding an aggregate
of eight units of limited partnership interest in Real Estate Associates Limited
III (an affiliated  partnership in which National Partnership  Investments Corp.
("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 against the Partnership,  NAPICO
and certain  other  defendants.  The claims  included,  but were not limited to,
claims  for  breaches  of  fiduciary  duty to the  limited  partners  of certain
NAPICO-managed   partnerships  and  violations  of  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. On August 4, 1999, one investor holding one
unit of limited  partnership  interest in the Partnership  commenced a virtually
identical action 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 April 29, 2003, the court entered  judgment  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, both amounts plus interest of  approximately  $25.6 million,
and for punitive damages against NAPICO in the amount of $2.6 million.

On August 11, 2003,  Apartment  Investment and Management  Company ("AIMCO") and
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.  The  principal  terms  of the
Stipulation of Settlement include,  among other things (1) payments in both cash
($29 million) and stock ($19  million) by Alan I. Casden,  on behalf of himself,
NAPICO and other defendants,  to the Plaintiffs,  (2) guaranteed  payments in an
aggregate  amount  of $35  million  ($7  million  per  year for 5  years),  plus
interest,  by NAPICO to the  Plaintiffs,  (3) a release of claims of all parties
associated with the litigation and (4) joint agreement by the parties to request
that a new judgment be entered in the litigation to, among other things, expunge
the judgment  originally  entered  against NAPICO and the other  defendants.  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, and following a hearing on November 10, 2003, the court denied Battle
Fowler, LLP's request. On November 24, 2003, the court granted final approval of
the  Stipulation  of  Settlement.  The  Stipulation  of  Settlement  will become
effective after the period to appeal has lapsed or, if an appeal has been taken,
the appeal has run its  course.  The period to appeal  expires on  December  24,
2003.

In connection with the Stipulation of Settlement, on August 12, 2003, 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,   among  other  things,  that  (1)  NAPICO  will
voluntarily  discontinue  the action it  commenced  on May 13, 2003  against the
former  shareholders  of Casden  Properties,  Inc. and other  indemnitors in the
Casden  Merger,  (2) Alan I. Casden and certain  related  entities  will resolve
certain  pending  claims for  indemnification  made by  NAPICO,  AIMCO and their
affiliates,  (3) AIMCO or an  affiliate  will  provide  $25  million  of the $29
million in cash that Alan I. Casden is obligated to provide under the Stipulaton
of Settlement in exchange for 531,915 shares of AIMCO Class A Common Stock owned
by The Casden Company,  and (4) The Casden Company will promise to pay to NAPICO
an  aggregate  amount of $35 million  ($7  million  per year for 5 years),  plus
interest,  on a secured,  nonrecourse  basis.  The Casden Company can prepay its
obligation  set forth in item (4) above 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.  The Settlement Agreement is expected to close at
the same time that the Stipulation of Settlement becomes effective.

                                    SIGNATURE



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



                                    HOUSING PROGRAMS LIMITED


                                    By:   National Partnership Investments Corp.
                                          Corporate General Partner


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


                                    Date: November 26, 2003