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, 2005


[ ]   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_


<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS


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

                               September 30, 2005

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 507
   Receivables and deposits                                                   1,211
   Restricted escrows                                                           320
   Other assets                                                               1,029
   Investment properties:
      Land                                                   $ 12,693
      Buildings and related personal property                 123,350
                                                              136,043
      Less accumulated depreciation                           (80,177)       55,866
                                                                           $ 58,933
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 852
   Tenant security deposit liabilities                                          331
   Accrued property taxes                                                     1,076
   Other liabilities                                                            642
   Due to affiliates (Note B)                                                 4,119
   Mortgage notes payable                                                    63,564

Partners' Deficit
   General partner                                           $ (8,859)
   Limited partners (82,848 units issued and
      outstanding)                                             (2,792)      (11,651)
                                                                           $ 58,933

         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        Nine Months Ended
                                              September 30,             September 30,
                                            2005         2004          2005        2004
Revenues:
<S>                                       <C>           <C>          <C>          <C>
  Rental income                           $ 4,382       $ 4,101      $12,769      $11,937
  Other income                                465           470        1,244        1,342
  Casualty gain (Note D)                      138            90          138           90
     Total revenues                         4,985         4,661       14,151       13,369

Expenses:
  Operating                                 2,402         2,179        6,748        6,141
  General and administrative                  121           109          365          346
  Depreciation                              1,365         1,243        3,976        3,733
  Interest                                  1,362         1,306        4,025        3,931
  Property taxes                              531           355        1,417        1,290
     Total expenses                         5,781         5,192       16,531       15,441

Net loss                                   $ (796)      $ (531)      $(2,380)     $(2,072)

Net loss allocated to
  general partner                          $ (94)        $ (62)       $ (281)     $ (244)
Net loss allocated to
  limited partners                           (702)         (469)      (2,099)      (1,828)

                                           $ (796)      $ (531)      $(2,380)     $(2,072)

Net loss per limited
  partnership unit                        $ (8.47)      $ (5.66)     $(25.34)     $(22.06)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>



                     CENTURY PROPERTIES GROWTH FUND XXII
            CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (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' deficit at
  December 31, 2004                     82,848       $(8,578)      $ (693)     $ (9,271)

Net loss for the nine months
  ended September 30, 2005                  --          (281)      (2,099)       (2,380)

Partners' deficit at
  September 30, 2005                    82,848       $(8,859)     $(2,792)     $(11,651)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                       CENTURY PROPERTIES GROWTH FUND XXII
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                 Nine Months Ended
                                                                   September 30,
                                                                    2005     2004
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net loss                                                      $(2,380)     $(2,072)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
     Depreciation                                                 3,976        3,733
     Bad debt                                                       188          411
     Amortization of loan costs                                     139          139
     Casualty gain                                                 (138)         (90)
     Change in accounts:
      Receivables and deposits                                     (368)         (57)
      Other assets                                                 (242)        (387)
      Accounts payable                                              198          (26)
      Tenant security deposit liabilities                            (9)         (50)
      Accrued property taxes                                        (61)          (7)
      Due to affiliates                                             312          (77)
      Other liabilities                                               6          (43)
        Net cash provided by operating activities                 1,621        1,474

Cash flows from investing activities:
  Property improvements and replacements                         (3,309)      (1,745)
  Net withdrawals from (deposits to) restricted escrows              86          (37)
  Insurance proceeds received                                       175          200
        Net cash used in investing activities                    (3,048)      (1,582)

Cash flows from financing activities:
  Repayment of advances from affiliate                             (190)        (197)
  Advances from affiliate                                         2,451          610
  Principal payments on mortgage notes payable                   (1,025)        (942)
        Net cash provided by (used in) financing activities       1,236         (529)

Net decrease in cash and cash equivalents                          (191)        (637)

Cash and cash equivalents at beginning of period                    698        1,011
Cash and cash equivalents at end of period                       $ 507        $ 374

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 3,677      $ 3,275

Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts
    payable                                                      $ 292        $ --

Included in property  improvements  and  replacements  for the nine months ended
September  30,  2005 are  approximately  $534,000  of  improvements,  which were
included in accounts payable at December 31, 2004.

         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 nine months ended September 30, 2005, are not  necessarily  indicative
of the results  that may be expected  for the fiscal  year ending  December  31,
2005. 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, 2004. 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 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
$685,000 and $650,000  for the nine months  ended  September  30, 2005 and 2004,
respectively, which is included in operating expenses.

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses amounting to approximately $477,000 and
$212,000 for the nine months ended  September  30, 2005 and 2004,  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,  2005 and 2004 are fees
related to  construction  management  services  provided by an  affiliate of the
Managing  General Partner of approximately  $332,000 and $77,000,  respectively.
The construction management service fees are calculated based on a percentage of
additions  to  investment  properties.  At  September  30,  2005,  approximately
$181,000 of accountable  administrative expenses were unpaid and are included in
due to affiliates.

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, 2005 or 2004 as there were no  distributions  from
operations during these periods.

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  accrue
interest  at the prime rate plus 2% per annum  (8.75% at  September  30,  2005).
During the nine months ended  September  30, 2005,  an affiliate of the Managing
General Partner agreed to advance funds in excess of the $150,000 line of credit
to fund operating expenses at several of the investment  properties and advanced
funds of  approximately  $2,451,000.  During the nine months ended September 30,
2004, 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  $500,000 for this  purpose.  An
advance of  $110,000  was also made to cover  operating  expenses  of Wood Creek
Apartments  during  the nine  months  ended  September  30,  2004.  Payments  of
approximately  $190,000  and  $200,000  were made during the nine  months  ended
September 30, 2005 and 2004,  respectively,  which included  accrued interest of
less than $1,000 and approximately $3,000, respectively.  At September 30, 2005,
the outstanding balance was approximately $3,938,000, including accrued interest
of approximately  $198,000.  Interest expense amounted to approximately $173,000
and $12,000 for the nine months ended September 30, 2005 and 2004. Subsequent to
September  30,  2005,  the  Partnership   received   advances  of  approximately
$2,132,000  to pay  refinance  deposits  for  Copper  Mill and  Cooper's  Pointe
Apartments,  to payoff the balance of the old mortgage at Wood Creek  Apartments
(see "Note F"), and for operating expenses at Plantation Creek Apartments.

The  Partnership  insures its properties up to certain  limits through  coverage
provided  by AIMCO  which is Managing  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, 2005 and 2004, the Partnership was charged by AIMCO and its
affiliates  approximately  $268,000 and  $259,000,  respectively,  for insurance
coverage and fees associated with policy claims administration.

Note C - Disposition of Property

During the nine months ended  September 30, 2004, the  Partnership  sold a small
portion  of the  land  needed  for a  road  widening  project  from  Wood  Creek
Apartments to the state of Arizona for gross proceeds of  approximately  $3,000.
The Partnership realized a gain of approximately $2,000 as a result of the sale,
which is included in other income.

Note D - Casualty Gain

During the nine months ended September 30, 2005 a casualty gain of approximately
$138,000 was recorded at  Promontory  Point  Apartments  related to a hail storm
that damaged  buildings and roofs on March 25, 2005.  The gain was the result of
the receipt of insurance proceeds of approximately  $175,000 offset by the write
off  of  approximately  $37,000  of  undepreciated   property  improvements  and
replacements.

During  the  nine  months  ended   September   30,  2004,  a  casualty  gain  of
approximately $90,000 was recorded at Four Winds Apartments related to a fire on
May 17, 2004 caused by a tenant burning  candles,  which caused damage to twelve
units of the  complex.  The gain was the  result  of the  receipt  of  insurance
proceeds  of  approximately  $200,000  offset by the write off of  approximately
$110,000 of undepreciated property improvements and replacements.



<PAGE>



Note E - 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,  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".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  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. 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 October 27, 2005, the Court denied Objector's peremptory challenge and struck
Objector's motion to disqualify for cause. No hearing has been set on Objector's
remaining motions. On November 3, 2005, Objector and his counsel filed a writ of
mandate to the Court of Appeals challenging the court's October 27, 2005 order.

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.

AIMCO  Properties  L.P.  and NHP  Management  Company,  both  affiliates  of the
Managing  General  Partner,  are  defendants  in a  lawsuit  alleging  that they
willfully  violated  the Fair Labor  Standards  Act  ("FLSA")  by failing to pay
maintenance  workers  overtime for all hours worked in excess of forty per week.
The  complaint,  filed in the United States  District  Court for the District of
Columbia,  attempts  to bring a  collective  action  under the FLSA and seeks to
certify state subclasses in California,  Maryland, and the District of Columbia.
Specifically,  the  plaintiffs  contend  that  AIMCO  Properties  L.P.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. In June 2005 the Court conditionally  certified the collective action
on both the on-call and overtime issues,  which allows the plaintiffs to provide
notice of the  collective  action to all  non-exempt  maintenance  workers  from
August 7, 2000 through the present. Those employees will have the opportunity to
opt-in to the collective action,  and AIMCO Properties,  L.P. and NHP Management
Company will have the  opportunity to move to decertify the  collective  action.
Because the court denied  plaintiffs'  motion to certify  state  subclasses,  on
September  26,  2005,  the  plaintiffs  filed  a  class  action  with  the  same
allegations in the Superior Court of California (Contra Costa County).  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Managing  General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's consolidated financial condition or
results of 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 a national  policy and  procedures to prevent or eliminate mold from
its properties  and the Managing  General  Partner  believes that these measures
will  minimize  the  effects  that mold could 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.

SEC Investigation

The  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission (the "SEC")  continues its formal  investigation  relating to certain
matters.  Although  the staff of the SEC is not limited in the areas that it may
investigate,  AIMCO believes the areas of  investigation  have included  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts  payable,  rent  concessions,   vendor  rebates,
capitalization of payroll and certain other costs, tax credit transactions,  and
tender offers for limited  partnership  interests.  AIMCO is cooperating  fully.
AIMCO is not able to predict when the investigation will be resolved. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Managing  General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's consolidated financial condition or
results of operations.

Note F - Subsequent Events

Subsequent to September 30, 2005,  Four Winds CPGF 22, LP, which the Partnership
owns a 100% interest in, entered into a sale contract with a third party to sell
Four Winds Apartments for a sale price of approximately $21,771,000. The sale is
anticipated  to close  during the fourth  quarter of 2005.  For the nine  months
ended  September  30, 2005 the  property  had total  revenues  of  approximately
$2,010,000 and net income of approximately  $111,000. The net book value of Four
Winds Apartments assets at September 30, 2005 was approximately $8,170,000.

Subsequent to September 30, 2005, the Partnership obtained mortgage financing in
the principal  amount of approximately  $10,500,000 on its investment  property,
Woodcreek  Apartments,  located in Mesa,  Arizona.  The existing  mortgage debt,
which had an outstanding  principal  balance of approximately  $11,376,000,  was
scheduled  to mature on February 1, 2006 and was repaid with  proceeds  from the
new mortgage  financing and an advance from an affiliate of the Managing General
Partner.  Total  capitalized loan costs were  approximately  $197,000  including
approximately $105,000 paid to an affiliate of the Managing General Partner. The
Partnership will recognize a loss on early  extinguishment of debt in the fourth
quarter of 2005 of approximately $8,000 due to the write off of unamortized loan
costs.

The new loan  agreement  requires  monthly  payments of  principal  and interest
beginning on November 25, 2005 until the loan matures  September  16, 2007.  The
new  mortgage  financing  was  obtained  pursuant  to  a  credit  facility  (the
"Permanent  Credit  Facility")  that has also  provided for the  refinancing  of
several other properties affiliated with AIMCO Properties.  The Permanent Credit
Facility creates  separate loans for each property  refinanced  thereunder,  and
such loans are not cross  collateralized or cross-defaulted with each other. The
Permanent  Credit  Facility  matures  September  16, 2007 with an option for the
Partnership  to elect one five-year  extension.  The interest rate on the loans,
which  resets  monthly,  is equal to the Fannie Mae  discounted  mortgage-backed
security index plus 85 basis points. In addition, monthly principal payments are
required based on a 30-year  amortization  schedule,  using the interest rate in
effect  during  the first  month in which the  property  is  financed  under the
Permanent  Credit  Facility.  The  loan may be  prepaid  without  penalty.  As a
condition of the loan, the lender  required  AIMCO to guarantee the  obligations
and liabilities of the Partnership with respect to the new mortgage financing.


<PAGE>



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 eight apartment  complexes.
The following table sets forth the average  occupancy for each of the properties
for the nine months ended September 30, 2005 and 2004:

                                                   Average Occupancy
      Property                                      2005       2004

      Cooper's Pointe Apartments (1)                91%        95%
         North Charleston, South Carolina
      Copper Mill Apartments (2)                    93%        96%
         Richmond, Virginia
      Four Winds Apartments (3)                     94%        91%
         Overland Park, Kansas
      Autumn Run Apartments (3)                     96%        91%
         Naperville, Illinois
      Plantation Creek Apartments                   89%        87%
         Atlanta, Georgia
      Wood Creek Apartments (3)                     95%        83%
         Mesa, Arizona
      Promontory Point Apartments (4)               84%        78%
         Austin, Texas
      Hampton Greens Apartments                     81%        79%
         Dallas, Texas

(1)   The  decrease in  occupancy  at  Cooper's  Pointe  Apartments  is due to a
      decrease  in the  tenant  base as a result  of  recent  overseas  military
      deployments.

(2)   The decrease in occupancy at Copper Mill Apartments is due to low mortgage
      rates allowing more tenants to buy homes and employment  reductions in the
      local market area.

(3)   The  increase  in  occupancy  at Four  Winds,  Wood  Creek and  Autumn Run
      Apartments is due to favorable market  conditions and increased  marketing
      efforts by local management.

(4)   The increase in occupancy at Promontory  Point Apartments is due to a more
      stable  tenant base as a result of increased  credit  standards due to the
      completion  of major  highway  construction  near the  property  which has
      increased traffic.

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 loss for the three and nine months ended  September  30,
2005 was approximately  $796,000 and $2,380,000,  respectively,  compared to net
loss of  approximately  $531,000  and  $2,072,000  for the three and nine months
ended September 30, 2004,  respectively.  The increase in net loss for the three
and nine month periods is due to an increase in total expenses  partially offset
by an increase in total  revenues.  Total  revenues  increased for the three and
nine month periods due to the recognition of a casualty gain at Promontory Point
Apartments and an increase in rental income. For the nine months ended September
30, 2005 the increase in total  revenues was  partially  offset by a decrease in
other  income.  Other income  remained  relatively  constant for the three month
period.

Rental income  increased for the three and nine months ended  September 30, 2005
due to increases in occupancy at six of the Partnership's investment properties,
increases in average rental rates at Wood Creek,  Plantation Creek,  Copper Mill
and Cooper's  Point  Apartments  and reduced bad debt expenses at all but one of
the  Partnership's  properties,  partially offset by reduced occupancy at Copper
Mill and Cooper's  Pointe  Apartments  and reduced  average rental rates at Four
Winds, Autumn Run,  Promontory Point and Hampton Green Apartments.  Other income
decreased for the nine months ended  September 30, 2005 due primarily to reduced
corporate  unit rent at Copper Mill  Apartments  and reduced lease  cancellation
fees at seven of the Partnership's investment properties, partially offset by an
increase  in  utility  fees  collected  at  Wood  Creek  and  Plantation   Creek
Apartments.

During the nine months ended September 30, 2005 a casualty gain of approximately
$138,000 was recorded at  Promontory  Point  Apartments  related to a hail storm
that damaged  buildings and roofs on March 25, 2005.  The gain was the result of
the receipt of insurance proceeds of approximately  $175,000 offset by the write
off  of  approximately  $37,000  of  undepreciated   property  improvements  and
replacements.

During  the  nine  months  ended   September   30,  2004,  a  casualty  gain  of
approximately $90,000 was recorded at Four Winds Apartments related to a fire on
May 17, 2004 caused by a tenant burning  candles,  which caused damage to twelve
units of the  complex.  The gain was the  result  of the  receipt  of  insurance
proceeds  of  approximately  $200,000  offset by the write off of  approximately
$110,000 of undepreciated property improvements and replacements.

Total expenses  increased for the three and nine months ended September 30, 2005
due to increases in operating, depreciation, interest and property tax expenses.
Operating  expense   increased  due  to  increases  in  advertising,   property,
administrative,   insurance  and  maintenance   expenses.   Advertising  expense
increased   primarily  due  to  increased  referral  fees  at  Plantation  Creek
Apartments and increased  periodical  advertisements at all of the Partnership's
investment  properties.  Property expense  increased due to increases in payroll
and related benefit expenses at five of the Partnership's properties,  increased
utility expenses at Cooper's Pointe, Four Winds, Plantation Creek and Wood Creek
Apartments,  and  increased  resident  referral  fees  at  all  but  one  of the
Partnership's  investment properties.  Administrative  expenses increased due to
increased phone sales at all of the  Partnership's  properties,  increased legal
fees at Autumn Run and  Plantation  Creek  Apartments  and  increased  temporary
agency  help  at  Plantation  Creek  Apartments.   Insurance  expense  increased
primarily  due to a termite  bond  purchased  at  Plantation  Creek  Apartments.
Maintenance  expense  increased due to an increase in contract labor expenses at
Plantation Creek,  Four Winds and Copper Mill Apartments,  partially offset by a
decrease  in contract  labor  expenses  at Autumn Run  Apartments.  Depreciation
expense  increased due to property  improvements  and  replacements  placed into
service during the past twelve months, which are now being depreciated. Interest
expense  increased due to an increase in interest charge on the advances from an
affiliate  of the  Managing  General  Partner as a result of an increase in such
advances,  partially  offset by a decrease in interest  expense on the mortgages
encumbering  the  Partnership's  investment  properties  due to the  payment  of
scheduled principal payments, which reduced the average outstanding balance over
the past twelve months.  Property tax expense  increased due to refunds received
in 2004 at Plantation Gardens and Autumn Run Apartments.

Included in general and  administrative  expenses  for the three and nine months
ended  September 30, 2005 and 2004 are management  reimbursements  charged by an
affiliate of the Managing  General  Partner in accordance  with 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.

Capital Resources and Liquidity

At  September  30,  2005,  the  Partnership  had cash and  cash  equivalents  of
approximately $507,000 compared to approximately $374,000 at September 30, 2004.
Cash and cash  equivalents  decreased  approximately  $191,000 from December 31,
2004 due to  approximately  $3,048,000  of cash  used in  investing  activities,
partially offset by approximately  $1,621,000 and $1,236,000 of cash provided by
operating  and  financing  activities,  respectively.  Cash  used  in  investing
activities consisted of property improvements and replacements  partially offset
by insurance  proceeds  received and net  withdrawals  from  restricted  escrows
maintained  by the  mortgage  lenders.  Cash  provided by  financing  activities
consisted of advances received from an affiliate of the Managing General Partner
partially  offset by principal  payments made on the mortgages  encumbering  the
Partnership's  investment  properties  and the  repayment  of  advances  from an
affiliate of the Managing General Partner.  The Partnership  invests its working
capital reserves in interest bearing accounts.

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.  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

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $85,000 of capital  improvements at Cooper's  Pointe  Apartments,
consisting primarily of floor covering replacements, major landscaping, interior
decoration  and structural  improvements.  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 2005. Such capital  expenditures will depend on the physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Copper Mill

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $714,000  of  capital  improvements  at Copper  Mill  Apartments,
consisting primarily of floor covering replacements,  interior lighting, parking
lot resurfacing, wood replacement, major landscaping,  exterior painting, gutter
replacement,  structural improvements and major landscaping.  These improvements
were funded from operating cash flow, advances from an affiliate of the Managing
General Partner and replacement  reserves.  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 2005. Such capital expenditures will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Four Winds

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $247,000  of  capital  improvements  at  Four  Winds  Apartments,
consisting  primarily  of  termite  prevention,  floor  covering  and  appliance
replacements,   fencing,  major  landscaping,   and  exterior  painting.   These
improvements  were funded from  operating  cash flow,  replacement  reserves and
advances  from an affiliate of the Managing  General  Partner.  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 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as  replacement  reserves  and  anticipated  cash flow  generated by the
property.  This property is under  contract to sell during the fourth quarter of
2005.

Autumn Run

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $294,000  of  capital  improvements  at  Autumn  Run  Apartments,
consisting primarily of floor covering replacements, vinyl siding, swimming pool
upgrades,  window and door  replacements,  parking lot  resurfacing and exterior
painting.  These  improvements were funded from operating cash flow and advances
from an affiliate of the Managing  General  Partner.  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  2005.  Such  capital
expenditures  will depend on the  physical  condition of the property as well as
anticipated cash flow generated by the property.

Plantation Creek

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $858,000 of capital  improvements at Plantation Creek Apartments,
consisting  primarily of  appliance,  cabinet and floor  covering  replacements,
interior  lighting  improvements,  plumbing  fixtures,  air conditioning  units,
miniblinds,  major landscaping,  recreation facility improvements and structural
improvements.  These  improvements  were  funded  from  operating  cash flow and
advances  from an affiliate of the Managing  General  Partner.  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 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as  replacement  reserves  and  anticipated  cash flow  generated by the
property.

Wood Creek

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $261,000  of  capital  improvements  at  Wood  Creek  Apartments,
consisting   primarily  of  plumbing  upgrades,   furniture,   sprinkler  system
improvements,  exterior painting and appliance and floor covering  replacements.
These  improvements  were funded from  operating  cash flow and advances from an
affiliate of the Managing General Partner.  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 2005. Such capital expenditures will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Promontory Point

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $329,000 of capital  improvements at Promontory Point Apartments,
consisting  primarily of floor covering and appliance  replacements,  siding and
exterior improvements,  roof replacements and reconstruction of damage caused by
a hail storm at the property. These improvements were funded from operating cash
flow,  replacement  reserves 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  2005.  Such  capital
expenditures  will depend on the  physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Hampton Greens

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $279,000 of capital  improvements at Hampton  Greens,  consisting
primarily  of  floor  covering  replacement,   parking  lot  resurfacing,  model
upgrades, interior lighting, major landscaping,  and wall covering and appliance
replacements.  These improvements were funded from operating cash flow, advances
from an affiliate of the Managing General Partner and replacement reserves.  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 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as  replacement  reserves  and  anticipated  cash flow  generated by the
property.

The additional  capital  expenditures will be incurred only if cash is available
from  property  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.

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  accrue
interest  at the prime rate plus 2% per annum  (8.75% at  September  30,  2005).
During the nine months ended  September  30, 2005,  an affiliate of the Managing
General Partner agreed to advance funds in excess of the $150,000 line of credit
to fund operating expenses at several of the investment  properties and advanced
funds of  approximately  $2,451,000.  During the nine months ended September 30,
2004, 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  $500,000 for this  purpose.  An
advance of  $110,000  was also made to cover  operating  expenses  of Wood Creek
Apartments  during  the nine  months  ended  September  30,  2004.  Payments  of
approximately  $190,000  and  $200,000  were made during the nine  months  ended
September 30, 2005 and 2004,  respectively,  which included  accrued interest of
less than $1,000 and approximately $3,000, respectively.  At September 30, 2005,
the outstanding balance was approximately $3,938,000, including accrued interest
of approximately  $198,000.  Interest expense amounted to approximately $173,000
and $12,000 for the nine months ended September 30, 2005 and 2004, respectively.
Subsequent  to  September  30,  2005,  the  Partnership   received  advances  of
approximately  $2,132,000 to pay refinance deposits for Copper Mill and Cooper's
Pointe  Apartments,  to payoff  the  balance of the old  mortgage  at Wood Creek
Apartments  (see "Note F"),  and for  operating  expenses  at  Plantation  Creek
Apartments.


<PAGE>





Except as noted  above,  the  Partnership's  assets are thought to be  generally
sufficient  for any  near-term  needs  (exclusive  of capital  improvements  and
repayment of a portion of the old  mortgage at Woodcreek as discussed  above) of
the Partnership.  The mortgage indebtedness encumbering all of the Partnership's
investment  properties of  approximately  $63,564,000  is amortized over varying
periods with balloon payments of approximately $47,916,000 and $3,500,000 due in
2006 and 2008, respectively, and one mortgage which will be fully amortized upon
its  maturity in October  2021.  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.

Subsequent to September 30, 2005, the Partnership obtained mortgage financing in
the principal  amount of approximately  $10,500,000 on its investment  property,
Woodcreek  Apartments,  located in Mesa,  Arizona.  The existing  mortgage debt,
which had an outstanding  principal  balance of approximately  $11,376,000,  was
scheduled  to mature on February 1, 2006 and was repaid with  proceeds  from the
new mortgage  financing and an advance from an affiliate of the Managing General
Partner.  Total  capitalized loan costs were  approximately  $197,000  including
approximately $105,000 paid to an affiliate of the Managing General Partner. The
Partnership will recognize a loss on early  extinguishment of debt in the fourth
quarter of 2005 of approximately $8,000 due to the write off of unamortized loan
costs.

The new loan  agreement  requires  monthly  payments of  principal  and interest
beginning on November 25, 2005 until the loan matures  September  16, 2007.  The
new  mortgage  financing  was  obtained  pursuant  to  a  credit  facility  (the
"Permanent  Credit  Facility")  that has also  provided for the  refinancing  of
several other properties affiliated with AIMCO Properties.  The Permanent Credit
Facility creates  separate loans for each property  refinanced  thereunder,  and
such loans are not cross  collateralized or cross-defaulted with each other. The
Permanent  Credit  Facility  matures  September  16, 2007 with an option for the
Partnership  to elect one five-year  extension.  The interest rate on the loans,
which  resets  monthly,  is equal to the Fannie Mae  discounted  mortgage-backed
security index plus 85 basis points. In addition, monthly principal payments are
required based on a 30-year  amortization  schedule,  using the interest rate in
effect  during  the first  month in which the  property  is  financed  under the
Permanent  Credit  Facility.  The  loan may be  prepaid  without  penalty.  As a
condition of the loan, the lender  required  AIMCO to guarantee the  obligations
and liabilities of the Partnership with respect to the new mortgage financing.

There were no distributions  during the nine months ended September 30, 2005 and
2004. Future cash distributions will depend on the levels of 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. In light of the significant  amounts due to the Managing  General Partner
at September 30, 2005, it is not anticipated  that the Partnership will make any
distributions in the foreseeable future.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 54,609.50 limited partnership units
(the "Units") in the Partnership representing 65.92% of the outstanding Units at
September  30,  2005. 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 65.92% 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, but are not limited
to,  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.
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.


<PAGE>


                           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".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  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. 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 October 27, 2005, the Court denied Objector's peremptory challenge and struck
Objector's motion to disqualify for cause. No hearing has been set on Objector's
remaining motions. On November 3, 2005, Objector and his counsel filed a writ of
mandate to the Court of Appeals challenging the court's October 27, 2005 order.

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.

AIMCO  Properties  L.P.  and NHP  Management  Company,  both  affiliates  of the
Managing  General  Partner,  are  defendants  in a  lawsuit  alleging  that they
willfully  violated  the Fair Labor  Standards  Act  ("FLSA")  by failing to pay
maintenance  workers  overtime for all hours worked in excess of forty per week.
The  complaint,  filed in the United States  District  Court for the District of
Columbia,  attempts  to bring a  collective  action  under the FLSA and seeks to
certify state subclasses in California,  Maryland, and the District of Columbia.
Specifically,  the  plaintiffs  contend  that  AIMCO  Properties  L.P.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. In June 2005 the Court conditionally  certified the collective action
on both the on-call and overtime issues,  which allows the plaintiffs to provide
notice of the  collective  action to all  non-exempt  maintenance  workers  from
August 7, 2000 through the present. Those employees will have the opportunity to
opt-in to the collective action,  and AIMCO Properties,  L.P. and NHP Management
Company will have the  opportunity to move to decertify the  collective  action.
Because the court denied  plaintiffs'  motion to certify  state  subclasses,  on
September  26,  2005,  the  plaintiffs  filed  a  class  action  with  the  same
allegations in the Superior Court of California (Contra Costa County).  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Managing  General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's consolidated financial condition or
results of operations.

ITEM 5.     OTHER INFORMATION

            None.

ITEM 6.     EXHIBITS

            See Exhibit Index.



<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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                    By:   /s/Stephen B. Waters
                                          Stephen B. Waters
                                          Vice President


                                    Date: November 14, 2005



<PAGE>


                       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 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 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).

      10.3        Form of  Promissory  Note  from  the  Registrant  to  Secore
                  Financial    Corporation    ("Secore")   relating   to   the
                  refinancing of each of Cooper's  Pointe,  Copper Mill,  Four
                  Winds,  Hampton Greens,  Plantation Creek, Stoney Creek, and
                  Wood Creek  incorporated  by reference to the  Partnership's
                  Annual  Report on Form 10-K for the year ended  December 31,
                  1995.

      10.4        Form of Mortgage/Deed of Trust and Security Agreement from the
                  Registrant to Secore  relating to the  refinancing  of each of
                  Cooper's  Pointe,  Copper Mill,  Four Winds,  Hampton  Greens,
                  Plantation Creek,  Stoney Creek and Wood Creek incorporated by
                  reference to the Partnership's  Annual Report on Form 10-K for
                  the year ended December 31, 1995.

      10.7        Promissory  Note  dated  June 30,  1998,  by and  between  the
                  Partnership and Lehman Brothers  Holding,  Inc. for Promontory
                  Point  incorporated  by  reference  to  Exhibit  10.3  on  the
                  Partnership's  quarterly report on Form 10-QSB for the quarter
                  ended June 30, 1998.

      10.10       Multifamily  Note for Autumn Run 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
                  quarter ended  September 30, 2001 and  incorporated  herein by
                  reference.

      10.11       Purchase and Sale Contract  between Four Winds CPGF 22 Limited
                  Partnership and Passco Real Estate Enterprises, Inc. effective
                  August 22, 2005  incorporated by reference to the Registrant's
                  Current  Report on Form 8-K dated  August  22,  2005 and filed
                  August 26, 2005.

      10.12       Amendment  to Purchase  and Sale  Contract  between Four Winds
                  CPGF 22 Limited  Partnership,  a Delaware limited partnership,
                  as  Seller,  and  Passco  Real  Estate  Enterprises,  Inc.,  a
                  California corporation,  as Purchaser,  effective September 8,
                  2005  incorporated  by reference to the  Registrant's  Current
                  Report on Form 8-K dated  October 20,  2005 and filed  October
                  26, 2005.

      10.13       Reinstatement  and Second  Amendment  of  Purchase  and Sale
                  Contract between Four Winds CPGF 22 Limited  Partnership,  a
                  Delaware limited partnership,  as Seller, Passco Real Estate
                  Enterprises,  Inc.,  a California  corporation,  as Original
                  Purchaser,  and Passco Companies,  LLC, a California limited
                  liability company, as Purchaser,  effective October 20, 2005
                  incorporated  by  reference  to  the  Registrant's   Current
                  Report on Form 8-K dated  October 20, 2005 and filed October
                  26, 2005.

      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.


<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, 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 small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer'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 small business issuer 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
            small business issuer, 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  small  business   issuer'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 small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business  issuer'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 small  business
            issuer's internal control over financial reporting.

Date:  November 14, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior   Vice   President   of  Fox  Capital
                                    Management  Corporation,  equivalent  of the
                                    chief executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, 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 small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer'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 small business issuer 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
            small business issuer, 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  small  business   issuer'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 small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business  issuer'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 small  business
            issuer's internal control over financial reporting.

Date:  November 14, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice  President 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 September
30, 2005 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), Martha L. Long, as the equivalent of the Chief Executive Officer
of the  Partnership,  and  Stephen B.  Waters,  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/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  November 14, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  November 14, 2005


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.