EXHIBIT 3.2


               AMENDMENT TO THE RESTATED CERTIFICATE AND AGREEMENT
               OF LIMITED PARTNERSHIP OF HOUSING PROGRAMS LIMITED


         This Amendment to the Restated Certificate and Agreement of Limited
Partnership, as amended to date (the "Partnership Agreement"), of Housing
Programs Limited, a California limited partnership (the "Partnership"), is made
and entered into as of February 2, 2006, by and among National Partnership
Investments Corp., a California corporation ("NAPICO"), as general partner of
the Partnership, Housing Programs Corporation II, a Delaware corporation ("HPC
II"), as general partner of the Partnership, National Partnership Investments
Associates, a California limited partnership ("NPIA"), as general partner of the
Partnership, and NAPICO, as attorney-in-fact for the limited partners of the
Partnership.


         WHEREAS, NAPICO, HPC II, NPIA and limited partners owning a majority of
the outstanding limited partnership interests of the Partnership have approved
this Amendment.


         NOW, THEREFORE, the parties hereto hereby agree as follows:


         1. Section 9.3(t) of the Partnership Agreement is hereby amended to
read in its entirety as follows:

            "(t) the Partnership shall not sell all or substantially all
            of the Partnership's assets in a single transaction or a
            series of related transactions without obtaining the consent
            of Limited Partners owning a majority of the outstanding
            Limited Partnership Interests; provided, however, that the
            foregoing will not apply to a sale of a single Project (or a
            sale of Project Interests related to a single Project) that is
            not part of a series of related transactions involving the
            sale of multiple Projects (or Project Interests related to
            multiple Projects) that constitute all or substantially all of
            the Projects."

         2. Except as specifically amended hereby, the terms, covenants,
provisions and conditions of the Partnership Agreement shall remain unmodified
and continue in full force and effect and, except as amended hereby, all of the
terms, covenants, provisions and conditions of the Agreement are hereby ratified
and confirmed in all respects.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.

NATIONAL PARTNERSHIP                       HOUSING PROGRAMS CORPORATION II,
INVESTMENTS CORP.,                         as General Partner
as General Partner

By: /s/ Jeffrey H. Sussman                 By: /s/ David Robertson
    -------------------------------            ---------------------------------
     Jeffrey H. Sussman,                       David Robertson
     Senior Vice President,                    President and CEO
     General Counsel and Secretary


NATIONAL PARTNERSHIP                       NATIONAL PARTNERSHIP
INVESTMENTS ASSOCIATES,                    INVESTMENTS CORP.,
as General Partner                         as Attorney-in-Fact for the Limited
                                           Partners

By: /s/ Nicholas G. Ciriello               By: /s/ Jeffrey H. Sussman
    -------------------------------            ---------------------------------
     Nicholas G. Ciriello,                     Jeffrey H. Sussman,
     General Partner                           Senior Vice President,
                                               General Counsel and Secretary