UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



Form 10-QSB



(Mark One)

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended September 30, 2007





[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the transition period from _________to _________



Commission file number 0-13418





CENTURY PROPERTIES GROWTH FUND XXII

(Exact name of small business issuer 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)





Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 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 ___



Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of Exchange Act).   Yes    No _X











PART I  FINANCIAL INFORMATION





ITEM 1.

FINANCIAL STATEMENTS





CENTURY PROPERTIES GROWTH FUND XXII

CONSOLIDATED BALANCE SHEET

(Unaudited)

(in thousands, except unit data)



September 30, 2007





|                                          |           |         
|----------------------------------------- | --------- | --------
|                                          |           |         
|Assets                                    |           |         
|Cash and cash equivalents                 |           | $    657
|Receivables and deposits                  |           | 539     
|Restricted escrows                        |           | 36      
|Other assets                              |           | 875     
|Investment properties:                    |           |         
|Land                                      | $  5,000  |         
|Buildings and related personal property   | 57,563    |         
|                                          | 62,563    |         
|Less accumulated depreciation             | (39,279)  | 23,284  
|                                          |           | $25,391 
|Liabilities and Partners Deficit         |           |         
|Liabilities                               |           |         
|Accounts payable                          |           | $    346
|Tenant security deposit liabilities       |           | 298     
|Accrued property taxes                    |           | 621     
|Other liabilities                         |           | 476     
|Mortgage notes payable (Note C)           |           | 50,524  
|                                          |           |         
|Partners Deficit                         |           |         
|General partner                           | $ (5,321) |         
|Limited partners (82,848 units issued and |           |         
|outstanding)                              | (21,553)  | (26,874)
|                                          |           | $25,391 





See Accompanying Notes to Consolidated Financial Statements















CENTURY PROPERTIES GROWTH FUND XXII

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)





|                                      |                    |                   |           |           
|------------------------------------- | ------------------ | ----------------- | --------- | ----------
|                                      | Three Months Ended | Nine Months Ended
|                                      | September 30,      | September 30,    
|                                      | 2007               | 2006              | 2007      | 2006      
|Revenues:                             |                    | (Restated)        |           | (Restated)
|Rental income                         | $   2,464          | $   2,392         | $   7,354 | $   7,023 
|Other income                          | 242                | 360               | 784       | 847       
|Total revenues                        | 2,706              | 2,752             | 8,138     | 7,870     
|                                      |                    |                   |           |           
|Expenses:                             |                    |                   |           |           
|Operating                             | 1,154              | 1,135             | 3,385     | 3,107     
|General and administrative            | 106                | 126               | 335       | 382       
|Depreciation                          | 603                | 591               | 1,753     | 1,737     
|Interest                              | 707                | 677               | 2,048     | 1,949     
|Property taxes                        | 234                | 253               | 663       | 697       
|Loss on extinguishment of debt        | --                 | 58                | --        | 58        
|Total expenses                        | 2,804              | 2,840             | 8,184     | 7,930     
|                                      |                    |                   |           |           
|Casualty gain (Note E)                | 216                | --                | 216       | --        
|                                      |                    |                   |           |           
|Income (loss) from continuing         |                    |                   |           |           
|operations                            | 118                | (88)              | 170       | (60)      
|                                      |                    |                   |           |           
|Loss from discontinued operations     |                    |                   |           |           
|(Notes A and D)                       | --                 | (493)             | --        | (1,262)   
|Gain from sale of discontinued        |                    |                   |           |           
|operations (Notes A and D)            | --                 | 13,104            | --        | 13,204    
|Net income                            | $118               | $12,523           | $170      | $11,882   
|                                      |                    |                   |           |           
|Net income allocated to general       |                    |                   |           |           
|partner                               | $      14          | $   1,503         | $      20 | $   1,479 
|Net income allocated to limited       |                    |                   |           |           
|partners                              | 104                | 11,020            | 150       | 10,403    
|                                      |                    |                   |           |           
|                                      | $118               | $12,523           | $170      | $11,882   
|                                      |                    |                   |           |           
|Per limited partnership unit:         |                    |                   |           |           
|Income (loss) from continuing         |                    |                   |           |           
|operations                            | $    1.25          | $   (0.92)        | $    1.81 | $   (0.63)
|Loss from discontinued operations     | --                 | (5.25)            | --        | (13.43)   
|Gain from sale of discontinued        |                    |                   |           |           
|operations                            | --                 | 139.19            | --        | 139.63    
|                                      | $1.25              | $133.02           | $1.81     | $125.57   
|Distributions per limited partnership |                    |                   |           |           
|unit                                  | $80.19             | $262.94           | $253.25   | $297.36   





See Accompanying Notes to Consolidated Financial Statements















CENTURY PROPERTIES GROWTH FUND XXII

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT

(Unaudited)

(in thousands, except unit data)













|                               |             |          |           |          
|------------------------------ | ----------- | -------- | --------- | ---------
|                               | Limited     |          |           |          
|                               | Partnership | General  | Limited   |          
|                               | Units       | Partner  | Partners  | Total    
|                               |             |          |           |          
|Original capital contributions | 82,848      | $--      | $82,848   | $82,848  
|                               |             |          |           |          
|Partners' deficit at           |             |          |           |          
|December 31, 2006              | 82,848      | $(4,913) | $   (721) | $ (5,634)
|                               |             |          |           |          
|Distributions to partners      |             | (428)    | (20,982)  | (21,410) 
|                               |             |          |           |          
|Net income for the nine months |             |          |           |          
|ended September 30, 2007       | --          | 20       | 150       | 170      
|                               |             |          |           |          
|Partners' deficit at           |             |          |           |          
|September 30, 2007             | 82,848      | $(5,321) | $(21,553) | $(26,874)





See Accompanying Notes to Consolidated Financial Statements











CENTURY PROPERTIES GROWTH FUND XXII

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)



|                                                      |                   |         
|----------------------------------------------------- | ----------------- | --------
|                                                      | Nine Months Ended
|                                                      | September 30,    
|                                                      | 2007              | 2006    
|Cash flows from operating activities:                 |                   |         
|Net income                                            | $   170           | $11,882 
|Adjustments to reconcile net income to net cash       |                   |         
|provided by operating activities:                     |                   |         
|Depreciation                                          | 1,753             | 3,248   
|Bad debt                                              | 33                | 157     
|Amortization of loan costs                            | 39                | 96      
|Casualty gain                                         | (216)             | --      
|Loss on extinguishment of debt                        | --                | 213     
|Gain on sale of investment property                   | --                | (13,204)
|Change in accounts:                                   |                   |         
|Receivables and deposits                              | 257               | 717     
|Other assets                                          | (109)             | 77      
|Accounts payable                                      | (156)             | (281)   
|Tenant security deposit liabilities                   | 63                | 9       
|Accrued property taxes                                | 96                | 323     
|Other liabilities                                     | (95)              | 98      
|Net cash provided by operating activities             | 1,835             | 3,335   
|                                                      |                   |         
|Cash flows from investing activities:                 |                   |         
|Property improvements and replacements                | (2,374)           | (2,084) 
|Net (deposits to) withdrawals from restricted escrows | (36)              | 59      
|Insurance proceeds received                           | 270               | --      
|Net proceeds from sale of property                    | --                | 24,568  
|Net cash (used in) provided by investing activities   | (2,140)           | 22,543  
|                                                      |                   |         
|Cash flows from financing activities:                 |                   |         
|Repayment of advances from affiliate                  | (146)             | --      
|Advances from affiliate                               | 146               | --      
|Principal payments on mortgage notes payable          | (653)             | (649)   
|Repayment of mortgage notes payable                   | --                | (30,345)
|Proceeds from mortgage notes payable                  | 7,500             | 20,400  
|Loan costs paid                                       | (70)              | (299)   
|Distributions to partners                             | (21,410)          | (25,127)
|Net cash used in financing activities                 | (14,633)          | (36,020)
|                                                      |                   |         
|Net decrease in cash and cash equivalents             | (14,938)          | (10,142)
|                                                      |                   |         
|Cash and cash equivalents at beginning of period      | 15,595            | 12,519  
|Cash and cash equivalents at end of period            | $657              | $2,377  
|Supplemental disclosure of cash flow information:     |                   |         
|Cash paid for interest                                | $1,977            | $2,310  
|Supplemental disclosure of non-cash activity:         |                   |         
|Property improvements and replacements included in    |                   |         
|accounts payable                                      | $204              | $86     



Approximately $106,000 and $111,000 of property improvements and replacements included in accounts payable at December 31, 2006 and 2005, respectively, were included in property improvements and replacements for the nine months ended September 30, 2007 and 2006.



See Accompanying Notes to Consolidated Financial Statements











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 (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. The Managing General Partner is a wholly owned subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. In the opinion of the Managing General Partner, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2007 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2007. 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, 2006.



In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the consolidated statements of operations for the three and nine months ended September 30, 2006 have been restated as of January 1, 2006 to reflect the operations of Promontory Point Apartments and Hampton Greens Apartments as loss from discontinued operations due to their respective sales on December 15, 2006 and December 28, 2006.  In addition, the accompanying consolidated statements of operations for the three and nine months ended September 30, 2006 reflect the operations of Plantation Creek as loss from discontinued operations due to its sale on July 10, 2006.  Included in loss from discontinued operations for the three and nine months ended September 30, 2006 are revenues of approximately $931,000 and $4,274,000, respectively.  In addition, during the nine months ended September 30, 2006, the Partnership recognized a gain on sale of approximately $100,000 related to the December 2005 sale of Four Winds Apartments as a result of an adjustment to estimated closing cost accruals.



Certain reclassifications have been made to the 2006 balances to conform to the 2007 presentation.



Recent Accounting Pronouncements



In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value and does not expand the use of fair value in any new circumstances. SFAS No. 157 establishes a hierarchy that prioritizes the information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data, such as the reporting entitys own data. SFAS No. 157 requires fair value measurements to be disclosed by level within the fair value hierarchy. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Partnershipdoes not anticipate that the adoption of SFAS No. 157 will have a material effect on the Partnerships consolidated financial statements.



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Partnership has not yet determined whether it will elect the fair value option for any of its financial instruments.



In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48").  FIN 48 prescribes a two-step process for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.  The first step involves evaluation of a tax position to determine whether it is more likely than not that the position will be sustained upon examination, based on the technical merits of the position.  The second step involves measuring the benefit to recognize in the financial statements for those tax positions that meet the more-likely-than-not recognition threshold.  FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  FIN 48 is effective for fiscal years beginning after December 15, 2006.  The Partnership adopted FIN 48 effective January 1, 2007. As a result of the adoption, the Partnership recorded a deferred tax liability of approximately $20,000, which is included in other liabilities on the accompanying consolidated balance sheet, and expense of approximately $20,000, which is included in operating expenses on the accompanying consolidated statement of operations for the nine months ended September 30, 2007.



In June 2007, the American Institute of Certified Public Accountants (the AICPA) issued Statement of Position No. 07-1, Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies ("SOP 07-1").  SOP 07-1 provides guidance for determining whether the accounting principles of the AICPA Audit and Accounting Guide Investment Companies are required to be applied to an entity by clarifying the definition of an investment company and, whether investment company accounting should be retained by a parent company upon consolidation of an investment company subsidiary, or by an investor in the application of the equity method of accounting to an investment company investee.  SOP 07-1 applies to reporting periods beginning on or after December 15, 2007; however, the FASB has decided to issue an exposure draft that would indefinitely delay the effective date of SOP 07-1 until the FASB can reassess the provisions of SOP 07-1. The Partnership is currently evaluating the impact, if any, that adoption of SOP 07-1 may have on its consolidated financial statements in the period of adoption.



Note B  Transactions with Affiliated Parties



The Partnership has no employees and depends 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 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 $400,000 and $601,000 for the nine months ended September 30, 2007 and 2006, respectively, which are included in operating expenses and loss from discontinued operations.



Affiliates of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $342,000 and $295,000 for the nine months ended September 30, 2007 and 2006, respectively, which is included in general and administrative expenses and investment properties. The portion of these reimbursements included in investment properties for the nine months ended September 30, 2007 and 2006 are construction management services provided by an affiliate of the Managing General Partner of approximately $193,000 and $147,000, respectively.



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.  No such incentive was paid during the nine months ended September 30, 2007 or 2006 as there were no distributions from operations.



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. Advances under the credit line will be unsecured and will accrue interest at the prime rate plus 2% per annum (9.75% at September 30, 2007). During the nine months ended September 30, 2007, an affiliate of the Managing General Partner advanced the Partnership $146,000 to cover the rate lock deposit associated with obtaining the second mortgage loan on Autumn Run Apartments. There were no advances made during the nine months ended September 30, 2006. The Partnership repaid the advance and accrued interest of less than $1,000 during the nine months ended September 30, 2007.



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, general liability 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 nine months ended September 30, 2007 and 2006, the Partnership was charged by AIMCO and its affiliates approximately $286,000 and $404,000, respectively, for insurance coverage and fees associated with policy claims administration.



Note C - Mortgage Financings



On August 31, 2007, the Partnership obtained a second mortgage loan in the principal amount of $7,500,000 on Autumn Run Apartments. The Partnership received net proceeds of approximately $7,430,000 after payment of costs associated with obtaining the second mortgage loan. The second mortgage bears interest at 5.93% per annum and requires monthly payments of principal and interest of approximately $45,000 beginning on October 1, 2007 through the October 1, 2019 maturity date. The second mortgage has a balloon payment of approximately $5,917,000 due at maturity.   If no event of default exists at maturity, the maturity date will automatically be extended for one additional year, to October 1, 2020, during which period the second mortgage would bear interest at the one-month LIBOR rate plus 250 basis points and would require monthly payments of principal and interest.  The Partnership may prepay the second mortgage at any time with 30 days written notice to the lender subject to a prepayment penalty.  As a condition of the loan, the lender requires AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.  Total capitalized loan costs incurred during the nine months ended September 30, 2007 associated with the new loan were approximately $70,000.



In connection with the second mortgage loan, the Partnership also agreed to certain modifications of the existing mortgage loan encumbering Autumn Run Apartments.  The modification includes an interest rate of 7.02% per annum, monthly payments of principal and interest of approximately $73,000 beginning October 1, 2007 through the maturity date of October 1, 2021, at which time a balloon payment of approximately $8,365,000 is due.  The previous terms were an interest rate of 7.02%, monthly payments of principal and interest of approximately $102,000 through the maturity date of October 1, 2021, at which date the mortgage was scheduled to be fully amortized. The Partnership may prepay the first mortgage loan at any time subject to a prepayment penalty.



On July 26, 2006, the Partnership refinanced the mortgage encumbering Wood Creek Apartments.  The refinancing replaced the previous mortgage indebtedness of approximately $10,393,000 with a new mortgage of $14,400,000. The mortgage was refinanced at a fixed rate of 5.87% compared to the prior variable interest rate. The new mortgage loan requires monthly payments of principal and interest beginning on September 1, 2006.  The mortgage matures on August 1, 2016, at which time a balloon payment of approximately $12,009,000 is due. Total capitalized loan costs were approximately $114,000. The Partnership recorded a loss on extinguishment of debt of approximately $58,000 as result of the write off of unamortized loan costs.



On January 31, 2006, the Partnership refinanced the mortgage encumbering Plantation Creek Apartments. The refinancing replaced the existing mortgage of approximately $13,952,000 with a new mortgage in the amount of $6,000,000. The existing mortgage debt was repaid with the proceeds from the new mortgage loan and cash reserves of the Partnership. The new loan matured in February 2008, had a variable rate mortgage with interest equal to the average of the one-month LIBOR plus 200 basis points and required monthly interest only payments. Total capitalized loan costs were approximately $106,000. The new loan was repaid with the proceeds from the sale of Plantation Creek Apartments on July 10, 2006.



Note D  Disposition of Investment Property



On July 10, 2006, the Partnership sold Plantation Creek Apartments to a third party for a gross sale price of approximately $25,000,000.  The net proceeds realized by the Partnership were approximately $24,568,000 after payment of closing costs and a prepayment penalty.  The Partnership used $6,000,000 of the net proceeds to repay the mortgage encumbering the property.  As a result of the sale, the Partnership recorded a gain of approximately $13,104,000 and a loss on extinguishment of debt of approximately $155,000 which is included in loss from discontinued operations. Also included in loss from discontinued operations for the three and nine months ended September 30, 2006 are results of the propertys operations, loss of approximately $293,000 and $913,000, respectively, including revenues of approximately $32,000 and $1,606,000, respectively.



Note E  Casualty Gain



During the three and nine months ended September 30, 2007, a casualty gain of approximately $216,000 was recognized at Autumn Run Apartments related to a fire that damaged twelve units on June 21, 2007.  The gain was the result of the receipt of insurance proceeds of approximately $270,000, partially offset by the write off of approximately $54,000 of undepreciated property improvements and replacements.



Note F  Contingencies



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. In addition, during the third quarter of 2001, a complaint captioned Heller v. Insignia Financial Group (the "Heller action") was filed against the same defendants that are named in the Nuanes action. 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. On January 28, 2002, the trial court granted defendants motion to strike the complaint.  Plaintiffs took an appeal from this order.



On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. On June 13, 2003, the court granted final approval of the settlement and entered judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an appeal (the Appeal) seeking to vacate and/or reverse the order approving the settlement and entering judgment thereto. On May 4, 2004, the Objector filed a second appeal challenging the courts use of a referee and its order requiring Objector to pay those fees.



On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.  With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial courts order and remanded to the trial court for further findings on the basis that the state of the record is insufficient to permit meaningful appellate review.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial courts order striking the first amended complaint.



On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and ordered additional briefing from the parties and Objector. On June 30, 2006, the trial court entered an order confirming its approval of the class action settlement and entering judgment thereto after the Court of Appeals had remanded the matter for further findings.  The substantive terms of the settlement agreement remain unchanged.  The trial court also entered supplemental orders on July 1, 2006, denying Objectors Motion to File a Complaint in Intervention, Objectors Motion for Leave of Discovery and Objectors Motion to Dissolve the Anti-Suit Injunction.  Notice of Entry of Judgment was served on July 10, 2006. On August 31, 2006, the Objector filed a Notice of Appeal to the Courts June 30, 2006 and July 1, 2006 orders. On December 14, 2006, Objector filed his Appellants Brief.  The Partnership and its affiliates, as well as counsel for the Settlement Class, both filed Respondents Briefs on May 17, 2007.  Objector filed his response on August 3, 2007.  No hearing date has yet been scheduled.



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 matters involving it or its investment properties that are not of a routine nature arising in the ordinary course of business.



Environmental



Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release

or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its properties, the Partnership could potentially be liable for environmental liabilities or costs associated with its properties.



Mold



The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements.  The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure.  Affiliates of the Managing General Partner have implemented policies, procedures, third-party audits and training and the Managing General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents.  To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions.  Because the law regarding mold is unsettled and subject to change the Managing General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnerships consolidated financial condition or results of operations.











ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



The matters discussed in this report contain certain forward-looking statements, including, without limitation, statements regarding future financial performance and the effect of government regulations. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors including, without limitation: national and local economic conditions; the terms of governmental regulations that affect the Registrant and interpretations of those regulations; the competitive environment in which the Registrant operates; financing risks, including the risk that cash flows from operations may be insufficient to meet required payments of principal and interest; real estate risks, including variations of real estate values and the general economic climate in local markets and competition for tenants in such markets; litigation, including costs associated with prosecuting and defending claims and any adverse outcomes and possible environmental liabilities. Readers should carefully review the Registrant's financial statements and the notes thereto, as well as the risk factors described in the documents the Registrant files from time to time with the Securities and Exchange Commission.



The Partnership's investment properties consist of four apartment complexes. The following table sets forth the average occupancy for each of the properties for the nine months ended September 30, 2007 and 2006:



|                                 |                   |     
|-------------------------------- | ----------------- | ----
|                                 | Average Occupancy
|Property                         | 2007              | 2006
|                                 |                   |     
|Cooper's Pointe Apartments       | 94%               | 95% 
|North Charleston, South Carolina |                   |     
|Copper Mill Apartments           | 98%               | 96% 
|Richmond, Virginia               |                   |     
|Autumn Run Apartments            | 94%               | 95% 
|Naperville, Illinois             |                   |     
|Wood Creek Apartments            | 94%               | 96% 
|Mesa, Arizona                    |                   |     





The Partnerships financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment properties, interest rates on mortgage loans, costs incurred to operate the investment properties, general economic conditions and weather. 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, the Managing General Partner may use rental concessions and rental rate reductions to offset softening market conditions; accordingly, there is no guarantee that the Managing General Partner will be able to sustain such a plan. Further, a number of factors which are outside the control of the Partnership such as the local economic climate and weather can adversely or positively affect the Partnerships financial results.



Results of Operations



The Partnerships net income for the three and nine months ended September 30, 2007 was approximately $118,000 and $170,000, respectively, compared to net income of approximately $12,523,000 and $11,882,000, respectively, for the corresponding periods in 2006.  In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the consolidated statements of operations for the three and nine months ended September 30, 2006 have been restated as of January 1, 2006 to reflect the operations of Promontory Point Apartments and Hampton Greens Apartments as loss from discontinued operations due to their respective sales on December 15, 2006 and December 28, 2006. In addition, the accompanying consolidated statements of operations for the three and nine months ended September 30, 2006 reflect the operations of Plantation Creek as loss from discontinued operations due to its sale in 2006.  Included in loss from discontinued operations for the three and nine months ended September 30, 2006 are revenues of approximately $931,000 and $4,274,000, respectively. In addition, during the nine months ended September 30, 2006, the Partnership recognized a gain on sale of approximately $100,000 related to the December 2005 sale of Four Winds Apartments as a result of an adjustment to estimated closing cost accruals.



On July 10, 2006, the Partnership sold Plantation Creek Apartments to a third party for a gross sale price of approximately $25,000,000.  The net proceeds realized by the Partnership were approximately $24,568,000 after payment of closing costs and a prepayment penalty. The Partnership used $6,000,000 of the net proceeds to repay the mortgage encumbering the property.  As a result of the sale, the Partnership recorded a gain of approximately $13,104,000 and a loss on extinguishment of debt of approximately $155,000, which is included in loss from discontinued operations. Also included in loss from discontinued operations for the three and nine months ended September 30, 2006 are results of the propertys operations, loss of approximately $293,000 and $913,000, respectively, including revenues of approximately $32,000 and $1,606,000, respectively.



Excluding the gain on sale and the loss from discontinued operations, the Partnerships income from continuing operations for the three and nine months ended September 30, 2007 was approximately $118,000 and $170,000, respectively, compared to a loss from continuing operations of approximately $88,000 and $60,000, respectively, for the three and nine months ended September 30, 2006.   The increase in income from continuing operations for the three months ended September 30, 2007 is due to the recognition of a casualty gain in 2007 and a decrease in total expenses, partially offset by a decrease in total revenues.  The increase in income from continuing operations for the nine months ended September 30, 2007 is due to an increase in total revenues and the recognition of a casualty gain in 2007, partially offset by an increase in total expenses.



Total revenues decreased for the three months ended September 30, 2007 primarily due to a decrease in other income, partially offset by an increase in rental income.  Total revenues increased for the nine months ended September 30, 2007 primarily due to an increase in rental income, partially offset by a decrease in other income. Other income decreased for both periods due to a decrease in interest income due to lower cash balances maintained in interest bearing accounts. Rental income increased for the nine months ended September 30, 2007 due to increases in the average rental rates at all four investment properties, partially offset by a decrease in occupancy at Wood Creek and Autumn Run Apartments. Rental income increased for the three months ended September 30, 2007 due to an increase in the average rental rate at all four investment properties and an increase in occupancy at Copper Mill Apartments, partially offset by a decrease in occupancy at Wood Creek, Coopers Pointe and Autumn Run Apartments.



During the three and nine months ended September 30, 2007, a casualty gain of approximately $216,000 was recognized at Autumn Run Apartments related to a fire that damaged twelve units on June 21, 2007.  The gain was the result of the receipt of insurance proceeds of approximately $270,000, partially offset by the write off of approximately $54,000 of undepreciated property improvements and replacements.



Total expenses decreased for the three months ended September 30, 2007 due to decreases in general and administrative and property tax expenses and loss on extinguishment of debt, partially offset by an increase in interest expense. Operating and depreciation expenses remained relatively constant for the three months ended September 30, 2007.  Total expenses increased for the nine months ended September 30, 2007 due to increases in operating and interest expenses, partially offset by decreases in general and administrative, property tax and loss on extinguishment of debt. Depreciation expense remained relatively constant for the nine months ended September 30, 2007. Operating expense increased for the nine months ended September 30, 2007 due to increases in property and insurance expenses and property management fees, partially offset by a decrease in maintenance expense. Property expense increased due to an increase in salaries and related benefits predominantly at Copper Mill Apartments. Insurance expense increased as a result of an increase in insurance premiums at all four investment properties.  Property management fees increased at all four investment properties as a result of an increase in rental income on which such fee is based.  Maintenance expense decreased due to a decrease in contract services at all of the Partnerships investment properties and a decrease in heating and air repairs at Wood Creek Apartments. Property tax expense decreased for both the three and nine months ended September 30, 2007 due to a reduction in the tax rate at Wood Creek Apartments and Coopers Point Apartments. Interest expense increased for both the three and nine months ended September 30, 2007 due to an increase in interest expense on the mortgage encumbering Wood Creek Apartments as a result of the refinancing of the mortgage at a higher debt balance in July 2006 and the addition of a second mortgage on Autumn Run Apartments in August 2007.



On July 26, 2006, the Partnership refinanced the mortgage encumbering Wood Creek Apartments. The Partnership recorded a loss on extinguishment of debt of approximately $58,000 as a result of the write off of unamortized loan costs.



General and administrative expenses decreased for both the three and nine months ended September 30, 2007 due to a decrease in professional fees associated with the administration of the Partnership.  Also included in general and administrative expenses for the three and nine months ended September 30, 2007 and 2006 are management reimbursements to an affiliate of the Managing General Partner as allowed under the Partnership Agreement, costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.



Liquidity and Capital Resources



At September 30, 2007, the Partnership had cash and cash equivalents of approximately $657,000, compared to approximately $2,377,000 at September 30, 2006. The decrease in cash and cash equivalents of approximately $14,938,000, from December 31, 2006, is due to approximately $14,633,000 and $2,140,000 of cash used in financing and investing activities, respectively, partially offset by approximately $1,835,000 of cash provided by operating activities. Cash used in financing activities consisted of distributions to partners, principal payments made on the mortgages encumbering the Partnership's investment properties, repayment of an advance received from an affiliate of the Managing General Partner and payment of loan costs, partially offset by an advance received from an affiliate of the Managing General Partner and proceeds received from the second mortgage encumbering Autumn Run Apartments. Cash used in investing activities consisted of property improvements and replacements and deposits to restricted escrows, partially offset by insurance proceeds received. 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. Advances under the credit line will be unsecured and will accrue interest at the prime rate plus 2% per annum (9.75% at September 30, 2007). During the nine months ended September 30, 2007, an affiliate of the Managing General Partner advanced the Partnership $146,000 to cover the rate lock deposit associated with obtaining the second mortgage loan on Autumn Run Apartments. There were no advances made during the nine months ended September 30, 2006. The Partnership repaid the advance and accrued interest of less than $1,000 during the nine months ended September 30, 2007.



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 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.  For example, 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. Capital improvements planned for each of the Partnership's properties are detailed below.



Coopers Pointe Apartments



During the nine months ended September 30, 2007, the Partnership completed approximately $107,000 of capital improvements at Coopers Pointe Apartments, consisting primarily of air conditioning, fencing and balcony upgrades. These improvements were funded from operating cash flow.  The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2007. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



Copper Mill Apartments



During the nine months ended September 30, 2007, the Partnership completed approximately $814,000 of capital improvements at Copper Mill Apartments, consisting primarily of countertops, plumbing fixtures and roof and floor covering replacements. These improvements were funded from operating cash flow.  The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2007. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



Autumn Run Apartments



During the nine months ended September 30, 2007, the Partnership completed approximately $1,030,000 of capital improvements at Autumn Run Apartments, consisting primarily of kitchen and bath upgrades, furniture and fixtures, air conditioning upgrades, floor covering replacement and casualty repairs. These improvements were funded from operating cash flow and insurance proceeds.  The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2007. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



Wood Creek Apartments



During the nine months ended September 30, 2007, the Partnership completed approximately $519,000 of capital improvements at Wood Creek Apartments, consisting primarily of countertops, fencing, air conditioning, appliance and floor covering replacements, recreational facility improvements and major landscaping. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2007. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



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



On August 31, 2007, the Partnership obtained a second mortgage loan in the principal amount of $7,500,000 on Autumn Run Apartments. The Partnership received net proceeds of approximately $7,430,000 after payment of costs associated with obtaining the second mortgage loan. The second mortgage bears interest at 5.93% per annum and requires monthly payments of principal and interest of approximately $45,000 beginning on October 1, 2007 through the October 1, 2019 maturity date. The second mortgage has a balloon payment of approximately $5,917,000 due at maturity.   If no event of default exists at maturity, the maturity date will automatically be extended for one additional year, to October 1, 2020, during which period the second mortgage would bear interest at the one-month LIBOR rate plus 250 basis points and would require monthly payments of principal and interest.  The Partnership may prepay the second mortgage at any time with 30 days written notice to the lender subject to a prepayment penalty. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.  Total capitalized loan costs incurred during the nine months ended September 30, 2007 associated with the new loan were approximately $70,000.



In connection with the second mortgage loan, the Registrant also agreed to certain modifications of the existing mortgage loan encumbering Autumn Run Apartments.  The modification includes an interest rate of 7.02% per annum, monthly payments of principal and interest of approximately $73,000 beginning October 1, 2007 through the maturity date of October 1, 2021, at which time a balloon payment of approximately $8,365,000 is due.  The previous terms were an interest rate of 7.02%, monthly payments of principal and interest of approximately $102,000 through the maturity date of October 1, 2021, at which date the mortgage was scheduled to be fully amortized. The Partnership may prepay the first mortgage loan at any time subject to a prepayment penalty.



On July 26, 2006, the Partnership refinanced the mortgage encumbering Wood Creek Apartments.  The refinancing replaced the previous mortgage indebtedness of approximately $10,393,000 with a new mortgage of $14,400,000. The mortgage was refinanced at a fixed rate of 5.87% compared to the prior variable interest rate. The new mortgage loan requires monthly payments of principal and interest beginning on September 1, 2006.  The mortgage matures on August 1, 2016, at which time a balloon payment of approximately $12,009,000 is due. Total capitalized loan costs were approximately $114,000. The Partnership recorded a loss on extinguishment of debt of approximately $58,000 as result of the write off of unamortized loan costs.



On January 31, 2006, the Partnership refinanced the mortgage encumbering Plantation Creek Apartments. The refinancing replaced the existing mortgage of approximately $13,952,000 with a new mortgage in the amount of $6,000,000. The existing mortgage debt was repaid with the proceeds from the new mortgage loan and cash reserves of the Partnership. The new loan matured in February 2008, had a variable rate mortgage with interest equal to the average of the one-month LIBOR plus 200 basis points, and required monthly interest only payments. Total capitalized loan costs were approximately $106,000. The new loan was repaid with the proceeds from the sale of Plantation Creek Apartments on July 10, 2006.



The Partnership's assets are thought to be sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness encumbering all of the Partnership's investment properties of approximately $50,524,000 is amortized over varying periods with balloon payments of approximately $6,560,000, $20,981,000, $5,917,000 and $8,365,000 due in 2014, 2016, 2019,  and 2021, 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.













The Partnership distributed the following amounts during the nine months ended September 30, 2007 and 2006 (in thousands, except per unit data):



|                |                    |             |                    |            
|--------------- | ------------------ | ----------- | ------------------ | -----------
|                | Nine Months        | Per Limited | Nine Months        | Per Limited
|                | Ended              | Partnership | Ended              | Partnership
|                | September 30, 2007 | Unit        | September 30, 2006 | Unit       
|                |                    |             |                    |            
|Sale (1)        | $17,527            | $ 207.32    | $16,048            | $189.97    
|Refinancing (2) | 3,883              | 45.93       | 9,079              | 107.39     
|                | $21,410            | $253.25     | $25,127            | $297.36    



(1)

For 2007, proceeds from the July 2006 sale of Plantation Creek Apartments and the December 2006 sale of Promontory Point Apartments.  For 2006, proceeds from the sale of Four Winds Apartments in December 2005 and Plantation Creek Apartments in July 2006.



(2)

For 2007, from the July 2006 refinancing proceeds of Wood Creek Apartments. For 2006, proceeds from the refinance of Coopers Point and Copper Mill Apartments in December 2005.



Future cash distributions will depend on the levels of net cash generated from operations, 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, however, that the Partnership will generate sufficient funds from operations, after planned capital improvement expenditures, to permit any additional distributions to its partners in 2007 or subsequent periods.



Other



In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 54,682.50 limited partnership units (the "Units") in the Partnership representing 66.00% of the outstanding Units at September 30, 2007. 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 AIMCO Properties, L.P., 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 not 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 66.00% of the outstanding Units, AIMCO and its affiliates are in a position to influence all voting decisions with respect to the Partnership. With respect to 17,341.50 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 General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to both the General Partner and AIMCO as the sole stockholder of the Managing General Partner.



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 the carrying amount of the asset is not recoverable.  If events or circumstances indicate that the carrying amount of a property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnerships estimate of the undiscounted future cash flows, excluding interest charges, of the property.   If the carrying amount exceeds the aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.



Real property investment is 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, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing.  Any adverse changes in these factors could cause impairment of the Partnerships assets.



Revenue Recognition



The Partnership generally leases apartment units for twelve-month terms or less.  The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease.  The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.



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. In addition, during the third quarter of 2001, a complaint captioned Heller v. Insignia Financial Group (the "Heller action") was filed against the same defendants that are named in the Nuanes action. 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. On January 28, 2002, the trial court granted defendants motion to strike the complaint.  Plaintiffs took an appeal from this order.



On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. On June 13, 2003, the court granted final approval of the settlement and entered judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an appeal (the Appeal) seeking to vacate and/or reverse the order approving the settlement and entering judgment thereto. On May 4, 2004, the Objector filed a second appeal challenging the courts use of a referee and its order requiring Objector to pay those fees.



On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.  With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial courts order and remanded to the trial court for further findings on the basis that the state of the record is insufficient to permit meaningful appellate review.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial courts order striking the first amended complaint.



On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and ordered additional briefing from the parties and Objector. On June 30, 2006, the trial court entered an order confirming its approval of the class action settlement and entering judgment thereto after the Court of Appeals had remanded the matter for further findings.  The substantive terms of the settlement agreement remain unchanged.  The trial court also entered supplemental orders on July 1, 2006, denying Objectors Motion to File a Complaint in Intervention, Objectors Motion for Leave of Discovery and Objectors Motion to Dissolve the Anti-Suit Injunction.  Notice of Entry of Judgment was served on July 10, 2006. On August 31, 2006, the Objector filed a Notice of Appeal to the Courts June 30, 2006 and July 1, 2006 orders. On December 14, 2006, Objector filed his Appellants Brief. The Partnership and its affiliates, as well as counsel for the Settlement Class, both filed Respondents Briefs on May 17, 2007.  Objector filed his response on August 3, 2007.  No hearing date has yet been scheduled.



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 5.

OTHER INFORMATION



None.



ITEM 6.

EXHIBITS



See Exhibit Index.











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                
|                        |                                         
|Date: November 13, 2007 | By:   /s/Martha L. Long                 
|                        | Martha L. Long                          
|                        | Senior Vice President                   
|                        |                                         
|Date: November 13, 2007 | By:   /s/Stephen B. Waters              
|                        | Stephen B. Waters                       
|                        | Vice President                          













CENTURY PROPERTIES GROWTH FUND XXII

EXHIBIT INDEX





Exhibit Number

Description of Exhibit





2.1

NPI, Inc. Stock Purchase Agreement, dated as of August 17, 1995, incorporated by reference to the Partnership's Current Report on Form 8-K dated August 17, 1995.



2.2

Partnership Units Purchase Agreement dated as of August 17, 1995, incorporated by reference to Exhibit 2.1 to the Partnerships Current Report on Form 8-K filed by Insignia Financial Group, Inc. ("Insignia") with the Securities and Exchange Commission on September 1, 1995.



2.3

Management Purchase Agreement dated as of August 17, 1995, incorporated by reference to Exhibit 2.2 to the Partnerships Current Report on Form 8-K filed by Insignia with the Securities and Exchange Commission on September 1, 1995.



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).



3.5

Amendment to amended and restated limited partnership agreement dated September 7, 2006. Filed with Form 10-QSB for the quarterly period ended September 30, 2006 and incorporated herein by reference.



10.10

Multifamily Note for Autumn Run Apartments dated September 6, 2001, by and between Century Properties Growth Fund XXII, a California limited partnership, and GMAC Commercial Mortgage Corporation, a California corporation. Filed with the Form 10-QSB for the quarterly period ended September 30, 2001 and incorporated herein by reference.



10.20

Promissory Note dated December 28, 2005 between Copper Mill CPGF 22, L.P., a Delaware limited partnership and New York Life Insurance Company, incorporated by reference to the Registrants Current Report on Form 8-K dated December 28, 2005 and filed January 4, 2006.



10.21

Guaranty dated December 28, 2005 between AIMCO Properties LP, a Delaware limited partnership and New York Life Insurance Company for the benefit of New York Life Insurance Company, incorporated by reference to the Registrants Current Report on Form 8-K dated December 28, 2005 and filed January 4, 2006.



10.22

Loan Increase Agreement dated December 28, 2005 between Copper Mill CPGF 22, L.P., a Delaware limited partnership and New York Life Insurance Company incorporated by reference to the Registrants Current Report on Form 8-K dated December 28, 2005 and filed January 4, 2006.



10.25

Promissory note dated December 27, 2005 between Coopers Pointe CPGF 22, L.P., a Delaware limited partnership and GE Capital Life Assurance Company of New York, a New York corporation, incorporated by reference to the Registrants Annual Report on Form 10KSB dated December 31, 2005 and filed March 31, 2006.



10.26

Guaranty dated December 27, 2005 between AIMCO Properties, L.P., a Delaware limited partnership and GE Capital Life Assurance of New York, a New York corporation for the benefit of GE Capital Life Assurance Company of New York, a New York corporation, incorporated by reference to the Registrants Annual Report on Form 10KSB dated December 31, 2005 and filed March 31, 2006.



10.28

Reinstatement and First Amendment to Purchase and Sale Contract between Plantation Creek CPGF 22 L.P., a Delaware limited partnership, and TVO Real Estate Corporation, an Illinois Corporation, dated May 30, 2006 incorporated by reference to the Registrants Current Report on Form 8-K dated May 30, 2006 and filed June 1, 2006.



10.29

Multifamily note between Wood Creek CPGF 22, L.P., a Delaware limited partnership and Capmark Finance Inc., a California Corporation, dated July 26, 2006 and incorporated by reference to the Registrants Current Report on Form 8-K dated July 26, 2006 and filed August 1, 2006.



10.30

Guaranty agreement dated July 26, 2006 between AIMCO Properties, L.P., a Delaware limited partnership and Capmark Finance, Inc., a California Corporation for the benefit of Capmark Finance, Inc. and incorporated by reference to the Registrants Current Report on Form 8-K dated July 26, 2006 and filed August 1, 2006.



10.31

Purchase and Sale Contract between Century Stoney Greens, L.P., a California limited partnership, and the affiliated Selling Partnerships, and Bethany Holdings Group, LLC, a Nevada limited liability company and Chi Chen Wang, an individual, dated September 25, 2006 and incorporated by reference to the Registrants Current Report on Form 8-K dated September 25, 2006 and filed September 29, 2006.



10.32

First Amendment to Purchase and Sale Contract between Century Stoney Greens, L.P., a California limited partnership, and the affiliated Selling Partnerships, and Bethany Holdings Group, LLC, a Nevada limited liability company and Chi Chen Wang, an individual, dated November 1, 2006 and incorporated by reference to the Registrants Current Report on Form 8-K dated November 21, 2006 and filed November 28, 2006.



10.33

Reinstatement and Second Amendment to Purchase and Sale Contract between Century Stoney Greens, L.P., a California limited partnership, and the affiliated Selling Partnerships, and Bethany Holdings Group, LLC, a Nevada limited liability company and Chi Chen Wang, an individual (collectively Original Purchaser) and Bethany Austin Apartments, LLC, a Delaware limited liability company, dated November 21, 2006 and incorporated by reference to the Registrants Current Report on Form 8-K dated November 21, 2006 and filed November 28, 2006.



10.34

Purchase and Sale Contract between Hampton Greens CPGF 22, L.P., a Delaware limited partnership, and the affiliated Selling Partnerships, and JRK Asset Management, Inc., California corporation, dated December 8, 2006 and incorporated by reference to the Registrants Current Report on Form 8-K dated December 8, 2006 and filed December 14, 2006.



10.35

First Amendment to Purchase and Sale Contract between Hampton Greens CPGF 22, L.P., a Delaware limited partnership, and the affiliated Selling Partnerships, and JRK Asset Management, Inc., a California corporation, dated December 11, 2006 and incorporated by reference to the Registrants Current Report on Form 8-K dated December 8, 2006 and filed December 14, 2006.



10.36

Second Amendment to Purchase and Sale Contract between Hampton Greens, L.P., a Delaware limited partnership,    and the affiliated Selling Partnerships, and JRK Asset Management, Inc., a California corporation, dated December 15, 2006 and incorporated by reference to the Registrants Current Report on Form 8-K dated December 28, 2006 and filed January 3, 2007.



10.37

Third Amendment to Purchase and Sale Contract between Hampton Greens, L.P., a Delaware limited partnership, and the affiliated Selling Partnerships, and JRK Asset Management, Inc., a California corporation, dated December 21, 2006 and incorporated by reference to the Registrants Current Report on Form 8-K dated December 28, 2006 and filed January 3, 2007.



10.38

Multifamily Note dated August 31, 2007 between Century Properties Growth Fund XXII, a California limited partnership, and Capmark Bank, a Utah industrial bank. (Incorporated by reference to the Registrants Current Report on Form 8-K dated August 31, 2007)



10.39

Amended and Restated Multifamily Note dated August 31, 2007 between Century Properties Growth Fund XXII, a California limited partnership, a Federal Home Loan Mortgage Corporation. (Incorporated by reference to the Registrants Current Report on Form 8-K dated August 31, 2007)



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 of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.