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

                                   Form 10-QSB

(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 0-13418


                       CENTURY PROPERTIES GROWTH FUND XXII
             (Exact name of registrant as specified in its charter)



         California                                              94-2939418
(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>
                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS


                       CENTURY PROPERTIES GROWTH FUND XXII
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                        (in thousands, except unit data)

                                  June 30, 2003
<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 756
   Receivables and deposits                                                   1,205
   Restricted escrows                                                           454
   Other assets                                                               1,151
   Investment properties:
      Land                                                   $ 12,707
      Buildings and related personal property                 117,131
                                                              129,838
      Less accumulated depreciation                           (70,064)       59,774
                                                                           $ 63,340
Liabilities and Partners' (Deficiency) Capital
Liabilities
   Accounts payable                                                          $ 388
   Tenant security deposit liabilities                                          406
   Accrued property taxes                                                     1,211
   Other liabilities                                                            606
   Mortgage notes payable                                                    66,486

Partners' (Deficiency) Capital
   General partner                                           $ (8,164)
   Limited partners (82,848 units issued and
      outstanding)                                              2,407        (5,757)
                                                                           $ 63,340


            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>


                       CENTURY PROPERTIES GROWTH FUND XXII
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>

                                            Three Months Ended         Six Months Ended
                                                 June 30,                  June 30,
                                            2003         2002          2003        2002
Revenues:
<S>                                       <C>           <C>          <C>          <C>
  Rental income                           $ 4,117       $ 4,493      $ 8,335      $ 8,989
  Other income                                520           383          952          809
  Casualty gain (Note C)                       --            --           --           13
     Total revenues                         4,637         4,876        9,287        9,811

Expenses:
  Operating                                 2,032         1,787        3,865        3,727
  General and administrative                  128           106          254          259
  Depreciation                              1,226         1,174        2,428        2,360
  Interest                                  1,330         1,353        2,669        2,711
  Property taxes                              488           449          966          960
     Total expenses                         5,204         4,869       10,182       10,017

Net (loss) income                          $ (567)        $ 7         $ (895)     $ (206)

Net (loss) income allocated to
  general partner                          $ (67)         $ 1         $ (106)      $ (24)
Net (loss) income allocated to
  limited partners                           (500)            6         (789)        (182)

                                           $ (567)        $ 7         $ (895)     $ (206)

Net (loss) income per limited
  partnership unit                        $ (6.03)      $ 0.07       $ (9.52)     $ (2.20)

Distributions per limited partnership
  unit                                      $ --        $ 9.56        $ 2.45      $ 15.38

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                        CENTURY PROPERTIES GROWTH FUND XXII
        CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL
                                   (Unaudited)
                        (in thousands, except unit data)
<TABLE>
<CAPTION>

                                       Limited
                                      Partnership    General      Limited
                                         Units       Partner      Partners      Total

<S>                                     <C>            <C>        <C>          <C>
Original capital contributions          82,848         $ --       $82,848      $82,848

Partners' (deficiency) capital at
  December 31, 2002                     82,848       $(8,031)     $ 3,399      $(4,632)

Net loss for the six months
  ended June 30, 2003                       --          (106)        (789)        (895)

Distributions to partners                   --           (27)        (203)        (230)

Partners' (deficiency) capital at
  June 30, 2003                         82,848       $(8,164)     $ 2,407      $(5,757)

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                       CENTURY PROPERTIES GROWTH FUND XXII
                      CONSOLIDATED 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 loss                                                      $ (895)      $ (206)
  Adjustments to reconcile net loss to net cash provided
   by operating activities:
     Depreciation                                                 2,428        2,360
     Bad debt                                                       358          319
     Amortization of loan costs                                      93           93
     Casualty gain                                                   --          (13)
     Change in accounts:
      Receivables and deposits                                     (239)          47
      Other assets                                                 (262)        (161)
      Accounts payable                                              106           (5)
      Tenant security deposit liabilities                            57            2
      Accrued property taxes                                        (49)        (117)
      Due to affiliates                                              (4)          --
      Other liabilities                                            (140)          94
        Net cash provided by operating activities                 1,453        2,413

Cash flows from investing activities:
  Property improvements and replacements                           (838)        (788)
  Net withdrawals from (deposits to) restricted escrows               9         (108)
  Insurance proceeds received                                        --           13
        Net cash used in investing activities                      (829)        (883)

Cash flows from financing activities:
  Repayment of advances from affiliate                             (329)          --
  Principal payments on mortgage notes payable                     (597)        (539)
  Distributions to partners                                        (230)      (1,445)
        Net cash used in financing activities                    (1,156)      (1,984)

Net decrease in cash and cash equivalents                          (532)        (454)

Cash and cash equivalents at beginning of period                  1,288        1,448
Cash and cash equivalents at end of period                       $ 756        $ 994

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 2,637      $ 2,618

At June 30,  2003 and 2002,  accounts  payable  and  property  improvements  and
replacements were adjusted by approximately $66,000 and $55,000, respectively.

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                       CENTURY PROPERTIES GROWTH FUND XXII
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Century
Properties  Growth  Fund  XXII (the  "Partnership"  or  "Registrant")  have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-QSB and Item 310(b)
of Regulation S-B.  Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. Fox Partners IV, a California general partnership,  is the
general partner of the Partnership.  The general partners of Fox Partners IV are
Fox Capital Management Corporation ("FCMC" or the "Managing General Partner"), a
California  corporation,  Fox Realty  Investors  ("FRI"),  a California  general
partnership,  and Fox  Partners  84, a California  general  partnership.  In the
opinion of FCMC,  the  managing  general  partner of the  Partnership's  general
partner,  all adjustments  (consisting of normal recurring accruals)  considered
necessary for a fair presentation have been included.  Operating results for the
three and six month periods ended June 30, 2003, are not necessarily  indicative
of the results  that may be expected  for the fiscal  year ending  December  31,
2003. For further  information,  refer to the consolidated  financial statements
and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2002. The Managing  General  Partner is a
wholly  owned  subsidiary  of  Apartment   Investment  and  Management   Company
("AIMCO"), a publicly traded real estate investment trust.

Note B - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership.

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from all of the Partnership's  properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately  $457,000  and $517,000 for the six months ended June 30, 2003 and
2002, respectively, which is included in operating expenses.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $115,000 and $170,000 for the
six months  ended June 30,  2003 and  2002,respectively,  which is  included  in
general and administrative expenses and investment properties. Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the Managing General Partner of  approximately  $16,000 and $80,000
for the six months ended June 30, 2003 and 2002, respectively.  The construction
management  service  fees  are  calculated  based  on a  percentage  of  current
additions to investment properties.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership,  the Managing  General Partner is entitled to receive a Partnership
management incentive allocation equal to 10% of the Partnership's  adjusted cash
from operations as distributed.  Approximately $23,000 of Partnership management
incentive  allocation was paid along with the distribution  from operations made
during the six months ended June 30, 2003.  During the six months ended June 30,
2002,  approximately $145,000 of Partnership management incentive allocation was
paid along with the distributions from operations.  The incentive  allocation is
accounted for as a distribution to the general  partner,  in accordance with the
terms of the Partnership Agreement.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership. During 2002, an affiliate of the Managing General Partner agreed to
advance  funds in  excess  of the  $150,000  line of  credit  to fund  operating
expenses of Plantation Creek Apartments and advanced  approximately $329,000 for
this purpose.  At December 31, 2002, the outstanding  balance was  approximately
$333,000  including accrued  interest.  The advance and all accrued interest was
repaid  in  full  from  operating  cash  flow  generated  by  the  property  and
Partnership  reserves  during the six months ended June 30, 2003.  There were no
outstanding amounts due under this line of credit at June 30, 2003.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing  General  Partner.  During the six months ended June 30, 2003 and 2002,
the Partnership was charged by AIMCO and its affiliates  approximately  $250,000
and $302,000,  respectively,  for insurance  coverage and fees  associated  with
policy claims administration.

Note C - Casualty Gain

In July 2001,  flood damage occurred in one unit at Wood Creek Apartments due to
a water main break.  During 2001, the Partnership  recognized a casualty gain of
approximately  $46,000 due to the receipt of insurance proceeds of approximately
$71,000 offset by approximately  $25,000 of undepreciated  property improvements
and  replacements  being written off. During the six months ended June 30, 2002,
the final  insurance  proceeds were received and the  Partnership  recognized an
additional casualty gain of approximately $13,000.

Note D - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint, which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The Court dismissed without leave to amend certain of the plaintiffs' claims. On
February 11, 2002, plaintiffs filed a motion seeking to certify a putative class
comprised  of all  non-affiliated  persons  who own or have  owned  units in the
partnerships. The Managing General Partner and affiliated defendants opposed the
motion.  On April 29, 2002, the Court held a hearing on  plaintiffs'  motion for
class certification and took the matter under submission after further briefing,
as ordered by the court,  was  submitted by the parties.  On July 10, 2002,  the
Court  entered an order  vacating the trial date of January 13, 2003 (as well as
the pre-trial and discovery  cut-off  dates) and stayed the case in its entirety
through  November  7, 2002 so that the  parties  could  have an  opportunity  to
discuss  settlement.  On October 30, 2002, the court entered an order  extending
the stay in effect through January 10, 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first  amended  complaint.  The  Heller  action  was  brought  as a  purported
derivative  action,  and  asserted  claims for,  among other  things,  breach of
fiduciary duty, unfair competition,  conversion, unjust enrichment, and judicial
dissolution.  Plaintiffs in the Nuanes action filed a motion to consolidate  the
Heller action with the Nuanes action and stated that the Heller action was filed
in order to preserve the derivative  claims that were dismissed without leave to
amend in the Nuanes action by the Court order dated July 10, 2001. On October 5,
2001, the Managing General Partner and affiliated defendants moved to strike the
first amended  complaint in its entirety for violating the Court's July 10, 2001
order  granting in part and denying in part  defendants'  demurrer in the Nuanes
action, or  alternatively,  to strike certain portions of the complaint based on
the  statute of  limitations.  Other  defendants  in the action  demurred to the
fourth amended complaint, and, alternatively,  moved to strike the complaint. On
December 11, 2001,  the court heard argument on the motions and took the matters
under  submission.  On February 4, 2002,  the Court  served  notice of its order
granting defendants' motion to strike the Heller complaint as a violation of its
July 10, 2001 order in the Nuanes  action.  On March 27,  2002,  the  plaintiffs
filed a notice  appealing the order  striking the complaint.  Before  completing
briefing on the appeal, the parties stayed further  proceedings in the appeal in
light of a settlement.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
a tender offer to purchase all of the partnership  interests in the Partnerships
within one year of final  approval,  if it is granted,  and to provide  partners
with the  independent  appraisals  at the time of these  tenders.  The  proposed
settlement  also provided for the  limitation  of the allowable  costs which the
Managing  General  Partner or its  affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.

The  Managing  General  Partner  does  not  anticipate  that  any  costs  to the
Partnership, whether legal or settlement costs, associated with these cases will
be material to the Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

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 Partnership's  investment  properties consist of eight apartment  complexes.
The following table sets forth the average  occupancy for each of the properties
for the six months ended June 30, 2003 and 2002:

                                                   Average Occupancy
      Property                                      2003       2002

      Cooper's Pointe Apartments (1)                97%        91%
         North Charleston, South Carolina
      Copper Mill Apartments                        94%        95%
         Richmond, Virginia
      Four Winds Apartments                         95%        96%
         Overland Park, Kansas
      Autumn Run Apartments (2)                     97%        93%
         Naperville, Illinois
      Plantation Creek Apartments (3)               93%        83%
         Atlanta, Georgia
      Wood Creek Apartments (4)                     78%        88%
         Mesa, Arizona
      Promontory Point Apartments (5)               87%        84%
         Austin, Texas
      Hampton Greens Apartments                     90%        92%
         Dallas, Texas

(1)   The increase in occupancy at Cooper's  Pointe  Apartments is due primarily
      to lower  resident  turnover at the  property and an  aggressive  resident
      retention program.

(2)   The increase in occupancy at Autumn Run  Apartments is due to  competitive
      rent prices  that were  offered to tenants  during 2003 and new  marketing
      strategies which are attracting a waiting list of future tenants.

(3)   The increase in occupancy at  Plantation  Creek  Apartments  is due to the
      economy  improving  slightly in the Atlanta  area and  management  changes
      which have had an immediate  impact on the marketing and leasing  activity
      of the property.

(4)   The  decrease  in  occupancy  at  Wood  Creek  Apartments  is due to  road
      construction  in  the  area  as  well  as a  slow  economy  and  increased
      competition in the Mesa market.  Management is implementing  new marketing
      strategies  which may include  rental  concessions to make Wood Creek more
      competitive in its market.

(5)   The increase in occupancy at Promontory  Point Apartments is primarily due
      to a fire that  caused  damage to 24 units in January  2002.  The  damaged
      units became available for rent during July 2002.

Results of Operations

The  Partnership's  net  loss  for  the six  months  ended  June  30,  2003  was
approximately  $895,000 compared to a net loss of approximately $206,000 for the
comparable period in 2002. The Partnership's net loss for the three months ended
June 30, 2003 was approximately $567,000 compared to net income of approximately
$7,000 for the three months  ended June 30,  2002.  The increase in net loss for
the three and six  months  ended  June 30,  2003 is due to a  decrease  in total
revenues and an increase in total expenses.

Total  revenues  decreased  primarily as a result of a decrease in rental income
due to the decrease in occupancy at Wood Creek  Apartments  as discussed  above.
Although  five of the  Partnership's  investment  properties  saw  increases  in
occupancy,  these increases were more than offset by decreases in average rental
rates at seven of the Partnership's eight investment  properties and an increase
in  concessions  offered to attract  tenants.  Other  income  increased  for the
comparable  periods  due  primarily  to  increases  in late  charges  and  lease
cancellation fees at a majority of the Partnership's investment properties.  The
casualty gain of  approximately  $13,000  recognized in 2002 was from  receiving
additional  insurance  proceeds  related  to  a  2001  casualty  at  Wood  Creek
Apartments.

The increase in total  expenses is due to increases in  operating,  depreciation
and property tax expenses  partially  offset by a decrease in interest  expense.
The increase in total expenses for the three month period ended June 30, 2003 is
also due to an increase in general and administrative expense. Operating expense
increased  primarily as a result of increases in contract  repairs and cleaning,
advertising,   utilities  and  salaries  and  related  expenses  at  Wood  Creek
Apartments and increases in yard and ground work at Promontory  Point Apartments
and Four Winds Apartments. These increases were slightly offset by a decrease in
management  fees due to the  decrease  in rental  income on which these fees are
based.   Depreciation  expense  increased  due  to  property   improvements  and
replacements  placed into  service  during the past twelve  months which are now
being depreciated.  Property tax expense increased  primarily due to an increase
in the assessed  value and the tax rate by the local taxing  authorities at Four
Winds Apartments  partially offset by a decrease in property tax expense related
to Cooper's  Pointe  Apartments as a result of the receipt of an additional  tax
bill in 2002 related to the 2001 tax year. Interest expense decreased due to the
payment  of  scheduled  principal  payments  on the  mortgages  encumbering  the
Partnership's  investment  properties which has reduced the average  outstanding
balance over the past twelve months.

General and  administrative  expense  increased for the three month period ended
June 30, 2003  compared to the same period in 2002 due to the timing and cost of
communicating  with the  investors of the  Partnership.  Included in general and
administrative  expenses  are  reimbursements  to the Managing  General  Partner
allowed under the Partnership Agreement. In addition,  costs associated with the
quarterly and annual  communications  with investors and regulatory agencies and
the annual audit required by the Partnership Agreement are also included.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner monitors the rental market  environment of its investment  properties to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting  the  Partnership  from increases in expenses.  As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of  inflation-related  increases in expenses by increasing  rents and
maintaining a high overall  occupancy  level.  However,  due to changing  market
conditions,  which  can  result  in the use of  rental  concessions  and  rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.

Capital Resources and Liquidity

At June 30, 2003, the Partnership had cash and cash equivalents of approximately
$756,000  compared to  approximately  $994,000 at June 30,  2002.  Cash and cash
equivalents  decreased  approximately  $532,000  from  December  31, 2002 due to
approximately  $1,156,000  and $829,000 of cash used in financing  and investing
activities,  respectively,  partially offset by approximately $1,453,000 of cash
provided by operating activities. Cash used in financing activities consisted of
principal   payments  made  on  the  mortgages   encumbering  the  Partnership's
investment  properties,  distributions made to the partners and the repayment of
an advance  from an  affiliate of the  Managing  General  Partner.  Cash used in
investing  activities  consisted  of  property   improvements  and  replacements
slightly offset by net withdrawals  from  restricted  escrows  maintained by the
mortgage  lenders.  The  Partnership  invests  its working  capital  reserves in
interest bearing accounts.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership. During 2002, an affiliate of the Managing General Partner agreed to
advance  funds in  excess  of the  $150,000  line of  credit  to fund  operating
expenses of Plantation Creek Apartments and advanced  approximately $329,000 for
this purpose.  At December 31, 2002, the outstanding  balance was  approximately
$333,000,  including  accrued  interest.  The advance and accrued  interest  was
repaid  in  full  from  operating  cash  flow  generated  by  the  property  and
Partnership  reserves  during the six months ended June 30, 2003.  There were no
outstanding  amounts due under this line of credit at June 30, 2003.  Other than
cash and cash equivalents,  the line of credit is the Partnership's  only unused
source of liquidity.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other operating needs of the  Partnership.  Such assets are currently
thought to be  sufficient  for any  near-term  needs of the  Partnership  and to
comply with Federal,  state,  and local legal and regulatory  requirements.  The
Managing  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. Capital improvements planned for each of the Partnership's  properties are
detailed below.

Cooper's Pointe

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately  $45,000 of capital  improvements at Cooper's  Pointe  Apartments,
consisting  primarily  of  floor  covering   replacements,   roof  replacements,
furniture and fixtures and swimming pool  improvements.  These improvements were
funded  from  operating  cash flow and  replacement  reserves.  The  Partnership
evaluates  the capital  improvement  needs of the  property  during the year and
currently  expects to complete  an  additional  $25,000 in capital  improvements
during the remainder of 2003. The additional  capital  improvements will consist
primarily of floor  covering  replacements,  appliances  and roof  replacements.
Additional  capital  improvements  may be  considered  and  will  depend  on the
physical  condition  of the  property  as  well  as the  anticipated  cash  flow
generated by the property and replacement reserves.

Copper Mill

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately  $28,000  of  capital  improvements  at  Copper  Mill  Apartments,
consisting  primarily  of floor  covering  replacements,  wall  covering and air
conditioning  upgrades.  These improvements were funded from operating cash flow
and  replacement  reserves.  The Partnership  evaluates the capital  improvement
needs of the  property  during the year and  currently  expects to  complete  an
additional  $37,000 in capital  improvements  during the remainder of 2003.  The
additional  capital  improvements  will  consist  primarily  of  floor  covering
replacements,   appliance  and  roof  replacements  and  exterior  improvements.
Additional  capital  improvements  may be  considered  and  will  depend  on the
physical  condition  of the  property  as  well  as the  anticipated  cash  flow
generated by the property and replacement reserves.

Four Winds

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately   $70,000  of  capital  improvements  at  Four  Winds  Apartments,
consisting primarily of floor covering replacements,  and furniture and fixture,
air conditioning and drapes/blinds upgrades. These improvements were funded from
operating cash flow and  replacement  reserves.  The  Partnership  evaluates the
capital  improvement needs of the property during the year and currently expects
to complete an additional $55,000 in capital  improvements  during the remainder
of 2003. The additional  capital  improvements  will consist  primarily of floor
covering replacements,  appliance upgrades,  air conditioning upgrades,  parking
lot improvements and enhanced security measures. Additional capital improvements
may be considered  and will depend on the physical  condition of the property as
well as the  anticipated  cash flow  generated by the  property and  replacement
reserves.

Autumn Run

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately   $99,000  of  capital  improvements  at  Autumn  Run  Apartments,
consisting primarily of floor covering and appliance replacements, swimming pool
improvements and plumbing fixture upgrades.  These improvements were funded from
operating cash flow. The Partnership  evaluates the capital improvement needs of
the property  during the year and  currently  expects to complete an  additional
$26,000 in capital  improvements  during the remainder of 2003.  The  additional
capital  improvements  will consist  primarily of appliance  and floor  covering
replacements,   structural  improvements  and  electrical  upgrades.  Additional
capital improvements may be considered and will depend on the physical condition
of the property as well as the anticipated cash flow generated by the property.

Plantation Creek

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately  $247,000 of capital  improvements at Plantation Creek Apartments,
consisting  primarily of major  landscaping,  floor  covering  replacements  and
structural  improvements.  Included in this amount is approximately  $125,000 of
expenditures related to a collapsed storm drain during the spring which resulted
in  significant  damage  to three  tennis  courts  and  part of the  pool  deck.
Additional  expenditures of  approximately  $125,000 are still to be incurred to
repair the damage,  none of which is covered by  insurance.  These  improvements
were funded from  operating  cash flow.  The  Partnership  evaluates the capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $33,000 in capital  improvements  during the remainder of
2003, exclusive of the anticipated costs mentioned above. The additional capital
improvements   will   consist   primarily  of  floor   covering  and   appliance
replacements,  HVAC upgrades,  structural repairs and tennis court improvements.
Additional  capital  improvements  may be  considered  and  will  depend  on the
physical  condition  of the  property  as  well  as the  anticipated  cash  flow
generated by the property and replacement reserves.

Wood Creek

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately  $291,000  of  capital  improvements  at  Wood  Creek  Apartments,
consisting primarily of roof and floor covering replacements, major landscaping,
and appliances,  cabinets and swimming pool upgrades.  These  improvements  were
funded  from  operating  cash flow and  replacement  reserves.  The  Partnership
evaluates  the capital  improvement  needs of the  property  during the year and
currently   expects  to  complete  up  to  an  additional   $48,000  in  capital
improvements  during the remainder of 2003. The additional capital  improvements
will  consist  primarily  of roof,  balcony  and  floor  covering  replacements.
Additional  capital  improvements  may be  considered  and  will  depend  on the
physical  condition  of the  property  as  well  as the  anticipated  cash  flow
generated by the property and replacement reserves.

Promontory Point

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately  $62,000 of capital  improvements at Promontory Point  Apartments,
consisting  primarily of appliance and floor  covering  replacements  and office
computers.   These  improvements  were  funded  from  operating  cash  flow  and
replacement reserves. The Partnership evaluates the capital improvement needs of
the property  during the year and  currently  expects to complete an  additional
$64,000 in capital  improvements  during the remainder of 2003.  The  additional
capital  improvements  will consist  primarily of floor  covering and  appliance
replacements, interior and exterior property improvements and major landscaping.
Additional  capital  improvements  may be  considered  and  will  depend  on the
physical  condition  of the  property  as  well  as the  anticipated  cash  flow
generated by the property and replacement reserves.

Hampton Greens

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately  $62,000 of capital  improvements  at Hampton  Greens  Apartments,
consisting  primarily of floor  covering  replacements,  swimming pool upgrades,
major landscaping and parking area improvements.  These improvements were funded
from operating cash flow and replacement reserves. The Partnership evaluates the
capital  improvement needs of the property during the year and currently expects
to complete an additional $64,000 in capital  improvements  during the remainder
of 2003. The additional  capital  improvements  will consist  primarily of floor
covering  replacements and exterior property  improvements.  Additional  capital
improvements may be considered and will depend on the physical  condition of the
property as well as the  anticipated  cash flow  generated  by the  property and
replacement reserves.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from Partnership  reserves.  To the extent that such budgeted
capital improvements are completed,  the Partnership's  distributable cash flow,
if any, may be adversely affected at least in the short term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital  improvements)  of the  Partnership.  The  Partnership's
indebtedness of approximately $66,486,000 is amortized over varying periods with
balloon   payments  of  $47,916,000   and  $3,442,000  due  in  2006  and  2008,
respectively.  The Managing  General  Partner  will  attempt to  refinance  such
remaining  indebtedness and/or sell the properties prior to such maturity dates.
If the  properties  cannot be  refinanced or sold for a sufficient  amount,  the
Partnership will risk losing such properties through foreclosure.

Pursuant to the Partnership Agreement,  the term of the Partnership is scheduled
to expire on December 31, 2010. Accordingly,  prior to such date the Partnership
will need to either  sell its  investment  properties  or extend the term of the
Partnership.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2003 and 2002 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                      Six Months      Per Limited       Six Months      Per Limited
                        Ended         Partnership         Ended         Partnership
                    June 30, 2003         Unit        June 30, 2002         Unit

<S>                      <C>             <C>              <C>              <C>
Operations               $ 230           $ 2.45           $1,445           $15.38
</TABLE>

Future  cash  distributions  will  depend on the levels of cash  generated  from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,   property  sales,  and/or  refinancings.   The  Partnership's  cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance that the Partnership  will generate  sufficient  funds from operations
after required capital  improvements to permit  additional  distributions to its
partners during the remainder of 2003 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 46,312.50 limited partnership units
(the "Units") in the Partnership representing 55.90% of the outstanding Units at
June 30, 2003. A number of these Units were  acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  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 either through private purchases or
tender offers.  Pursuant to the  Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters, which include, but are note limited to, voting on certain amendments to
the Partnership  Agreement and voting to remove the Managing General Partner. As
a result  of its  ownership  of 55.90% of the  outstanding  Units,  AIMCO and it
affiliates  are in a position to influence all voting  decisions with respect to
the Partnership.  With respect to 17,023.50 Units,  such affiliates are required
to vote such  Units:  (i) against any  increase in  compensation  payable to the
Managing  General  Partner  or to  affiliates;  and  (ii) on all  other  matters
submitted  by it or its  affiliates,  in  proportion  to the votes cast by third
party unitholders. Except for the foregoing, no other limitations are imposed on
such  affiliates'  ability to  influence  voting  decisions  with respect to the
Partnership.  Although the Managing General Partner owes fiduciary duties to the
limited  partners of the  Partnership,  the Managing  General  Partner also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the Managing  General Partner,  as managing general partner,  to the Partnership
and its limited  partners may come into conflict with the duties of the Managing
General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the Partnership
to  make  estimates  and  assumptions.  The  Partnership  believes  that  of its
significant  accounting  policies,  the following may involve a higher degree of
judgment and complexity.

Impairment of Long-Lived Assets

Investment  properties  are  recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response to heavy  competition  from other  similar  complexes in the area.  Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

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 Managing  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  Managing  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 are
effective.

(b) Internal Control Over Financial  Reporting.  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.

                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint, which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The Court dismissed without leave to amend certain of the plaintiffs' claims. On
February 11, 2002, plaintiffs filed a motion seeking to certify a putative class
comprised  of all  non-affiliated  persons  who own or have  owned  units in the
partnerships. The Managing General Partner and affiliated defendants opposed the
motion.  On April 29, 2002, the Court held a hearing on  plaintiffs'  motion for
class certification and took the matter under submission after further briefing,
as ordered by the court,  was  submitted by the parties.  On July 10, 2002,  the
Court  entered an order  vacating the trial date of January 13, 2003 (as well as
the pre-trial and discovery  cut-off  dates) and stayed the case in its entirety
through  November  7, 2002 so that the  parties  could  have an  opportunity  to
discuss  settlement.  On October 30, 2002, the court entered an order  extending
the stay in effect through January 10, 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first  amended  complaint.  The  Heller  action  was  brought  as a  purported
derivative  action,  and  asserted  claims for,  among other  things,  breach of
fiduciary duty, unfair competition,  conversion, unjust enrichment, and judicial
dissolution.  Plaintiffs in the Nuanes action filed a motion to consolidate  the
Heller action with the Nuanes action and stated that the Heller action was filed
in order to preserve the derivative  claims that were dismissed without leave to
amend in the Nuanes action by the Court order dated July 10, 2001. On October 5,
2001, the Managing General Partner and affiliated defendants moved to strike the
first amended  complaint in its entirety for violating the Court's July 10, 2001
order  granting in part and denying in part  defendants'  demurrer in the Nuanes
action, or  alternatively,  to strike certain portions of the complaint based on
the  statute of  limitations.  Other  defendants  in the action  demurred to the
fourth amended complaint, and, alternatively,  moved to strike the complaint. On
December 11, 2001,  the court heard argument on the motions and took the matters
under  submission.  On February 4, 2002,  the Court  served  notice of its order
granting defendants' motion to strike the Heller complaint as a violation of its
July 10, 2001 order in the Nuanes  action.  On March 27,  2002,  the  plaintiffs
filed a notice  appealing the order  striking the complaint.  Before  completing
briefing on the appeal, the parties stayed further  proceedings in the appeal in
light of a settlement.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
a tender offer to purchase all of the partnership  interests in the Partnerships
within one year of final  approval,  if it is granted,  and to provide  partners
with the  independent  appraisals  at the time of these  tenders.  The  proposed
settlement  also provided for the  limitation  of the allowable  costs which the
Managing  General  Partner or its  affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.

The  Managing  General  Partner  does  not  anticipate  that  any  costs  to the
Partnership, whether legal or settlement costs, associated with these cases will
be material to the Partnership's overall operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

               3.4  Agreement of Limited Partnership,  incorporated by reference
                    to  Exhibit A to the  Prospectus  of the  Partnership  dated
                    September  20,  1983,  as amended on June 13,  1989,  and as
                    thereafter  supplemented,  contained  in  the  Partnership's
                    Registration Statement on Form S-11 (Reg. No. 2-79007).

               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.

               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.

               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:

                  None filed during the quarter ended June 30, 2003.



<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.



                                    CENTURY PROPERTIES GROWTH FUND XXII


                                    By:   FOX PARTNERS IV
                                          General Partner


                                    By:   FOX CAPITAL MANAGEMENT CORPORATION
                                          Managing General Partner


                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President


                                    By:   /s/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: August 13, 2003



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of Century Properties
      Growth Fund XXII;

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:  August 13, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive  Vice  President  of  Fox  Capital
                                    Management  Corporation,  equivalent  of the
                                    chief executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of Century Properties
      Growth Fund XXII;

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:  August 13, 2003

                                  /s/Paul J. McAuliffe
                                  Paul J. McAuliffe
                                  Executive Vice President and Chief Financial
                                  Officer of Fox Capital Management Corporation,
                                  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 of Century  Properties
Growth Fund XXII (the  "Partnership"),  for the quarterly  period ended June 30,
2003 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  Patrick  J. Foye,  as the  equivalent  of the chief  executive
officer of the  Partnership,  and Paul J.  McAuliffe,  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/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  August 13, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 13, 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.