FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        Quarterly or Transitional Report

                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                   For the quarterly period ended March 31, 2000


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934


                For the transition period from _________to _________

                         Commission file number 0-13418

            CENTURY PROPERTIES GROWTH FUND XXII (Exact name of 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  preceding  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___

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)
                       CENTURY PROPERTIES GROWTH FUND XXII

                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                          (in thousands, except unit data)

                                 March 31, 2000
<TABLE>
<CAPTION>

Assets

<S>                                                                         <C>
   Cash and cash equivalents                                                $ 3,143
   Receivables and deposits                                                     769
   Restricted escrows                                                         1,069
   Other assets                                                               1,370
   Investment properties:
      Land                                                   $ 14,396
      Buildings and related personal property                 122,023
                                                              136,419
      Less accumulated depreciation                           (61,750)       74,669
                                                                           $ 81,020

Liabilities and Partners' (Deficit) Capital
Liabilities

   Accounts payable                                                             392
   Tenant security deposit liabilities                                          360
   Accrued property taxes                                                     1,020
   Other liabilities                                                            756
   Mortgage notes payable                                                    72,249

Partners' (Deficit) Capital

   General partner                                           $ (7,946)
   Limited partners (82,848 units issued and
      outstanding)                                             14,189         6,243
                                                                           $ 81,020
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

b)
                       CENTURY PROPERTIES GROWTH FUND XXII

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                                            Three Months Ended
                                                                March 31,
                                                          2000              1999
Revenues:                                                                (Restated)
<S>                                                      <C>               <C>
   Rental income                                         $5,448            $5,322
   Other income                                             254               272
      Total revenues                                      5,702             5,594

Expenses:
   Operating                                              1,800             1,865
   General and administrative                                89                92
   Depreciation                                           1,171             1,078
   Interest                                               1,454             1,478
   Property taxes                                           539               473
      Total expenses                                      5,053             4,986

Income before cumulative effect of change in
   accounting principle                                     649               608
Cumulative effect on prior years of a change in
   accounting for the cost of exterior painting
   and major landscaping                                     --               632

Net income                                                $ 649            $1,240

Net income allocated to general partner                   $  77             $ 146

Net income allocated to limited partners                    572             1,094
                                                          $ 649            $1,240
Per limited partnership unit:
   Income before cumulative effect of a change
     in accounting principle                             $ 6.90            $ 6.47
   Cumulative effect of a change in accounting
     principle                                               --              6.73

Net income                                               $ 6.90            $13.20

Distributions per limited partnership unit               $11.71            $53.23
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

c)
                        CENTURY PROPERTIES GROWTH FUND XXII
          CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                                   (Unaudited)

                          (in thousands, except unit data)

<TABLE>
<CAPTION>

                                     Limited
                                   Partnership   General      Limited
                                      Units      Partner     Partners       Total

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

Partners' (deficit) capital at
   December 31, 1999                  82,848     $(7,893)     $14,587      $ 6,694

Net income for the three months
   ended March 31, 2000                   --          77          572          649

Distributions to partners                 --        (130)        (970)      (1,100)

Partners' (deficit) capital at
   March 31, 2000                     82,848     $(7,946)     $14,189      $ 6,243
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

d)
                       CENTURY PROPERTIES GROWTH FUND XXII

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                 (in thousands)

<TABLE>
<CAPTION>

                                                                Three Months Ended
                                                                       March 31,
                                                                 2000         1999
Cash flows from operating activities:                                      (Restated)
<S>                                                              <C>         <C>
  Net income                                                     $  649      $ 1,240
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                   1,171        1,078
   Amortization of loan costs                                        52           54
   Cumulative effect of a change in accounting principle             --         (632)
   Change in accounts:
      Receivables and deposits                                      (56)         383
      Other assets                                                   66           53
      Accounts payable                                               76          (54)
      Tenant security deposit liabilities                             3           (1)
      Accrued property taxes                                       (299)        (267)
      Other liabilities                                            (179)          90
       Net cash provided by operating activities                  1,483        1,944

Cash flows from investing activities:

  Net (deposits to) withdrawals from restricted escrows             (88)           8
  Property improvements and replacements                           (614)        (226)
       Net cash used in investing activities                       (702)        (218)

Cash flows from financing activities:

  Mortgage principal payments                                      (191)        (168)
  Distributions to partners                                      (1,100)      (5,000)
       Net cash used in financing activities                     (1,291)      (5,168)

Net decrease in cash and cash equivalents                          (510)      (3,442)

Cash and cash equivalents at beginning of period                  3,653        6,684
Cash and cash equivalents at end of period                      $ 3,143      $ 3,242

Supplemental disclosure of cash flow information:

  Cash paid for interest                                        $ 1,402      $ 1,424
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

e)
                       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.  In the  opinion of Fox  Capital  Management  Corporation
("FCMC" or the  "Managing  General  Partner"),  a  California  corporation,  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 month period
ended March 31, 2000, are not necessarily  indicative of the results that may be
expected for the fiscal year ending December 31, 2000. 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, 1999.

Principles of Consolidation

The Partnership's consolidated financial statements include the accounts of Wood
Creek CPGF 22, L.P., Plantation Creek CPGF 22, L.P., Stoney Creek CPGF 22, L.P.,
Four Winds CPGF 22, L.P.,  Coopers Point CPGF 22, L.P.,  Hampton Greens CPGF 22,
L.P.,  Century Stoney  Greens,  L.P. and Copper Mill CPGF 22, L.P., in which the
Partnership  owns 100% interest in each of these  partnerships.  The Partnership
has the ability to control the major  operating and financial  policies of these
partnerships. All interpartnership transactions have been eliminated.

Change in Accounting Principle

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior painting and major landscaping.  The Partnership
believes that this accounting principle change is preferable because it provides
a better matching of expenses with the related benefit of the  expenditures  and
it is consistent with industry practice and the policies of the Managing General
Partner.  This accounting change was first reported during the fourth quarter of
1999. Accordingly, net income for the first quarter of 1999 has been restated to
reflect the  accounting  change as if it were  reported  then.  This  adjustment
decreased income before the cumulative  effect of the accounting  change for the
first quarter of 1999 by  approximately  $49,000 ($0.52 per limited  partnership
unit). The cumulative effect adjustment of approximately  $632,000 is the result
of applying the aforementioned change in accounting principle  retroactively and
is included in income for 1999. The accounting principle change will not have an
effect on cash flow,  funds  available for  distribution  or fees payable to the
Managing General Partner and affiliates.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment  Investment and Management Company  ("AIMCO"),  a publicly
traded real estate investment trust, with AIMCO being the surviving  corporation
(the "Insignia Merger").  As a result, AIMCO acquired 100% ownership interest in
the Managing General Partner. The Managing General Partner does not believe that
this  transaction  has had or will have a  material  effect on the  affairs  and
operations of the Partnership.

Note C - Transactions with Affiliated Parties

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

The following  transactions with affiliates of the Managing General Partner were
incurred during the three month periods ended March 31, 2000 and 1999:

                                                                  2000      1999
                                                                  (in thousands)
 Property management fees (included in operating expenses)        $291      $280
 Reimbursement for services of affiliates (included in
   operating and general and administrative expenses
   and investment properties)                                       42        36
 Partnership management incentive allocation (included in
   general partner distribution)                                   110       500

During  the three  months  ended  March 31,  2000 and  1999,  affiliates  of the
Managing  General Partner were entitled to receive 5% of gross receipts from all
of  the  Partnership's   properties  as  compensation  for  providing   property
management  services.  The  Partnership  paid to such  affiliates  approximately
$291,000  and  $280,000  for the three  months  ended  March 31,  2000 and 1999,
respectively.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative  expenses amounting to approximately  $42,000 and $36,000 for the
three months ended March 31, 2000 and 1999, respectively.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership,  the Managing  General Partner is entitled to receive a Partnership
management fee equal to 10% of the  Partnership's  adjusted cash from operations
as  distributed.  Approximately  $110,000 of  Partnership  management  incentive
allocation was paid along with the distribution  from operations made during the
three months ended March 31, 2000.  During the three months ended March 31, 1999
approximately  $500,000 of Partnership management incentive allocation was paid.
The  incentive  allocation is accounted  for as a  distribution  to the Managing
General Partner, in accordance with the terms of the Partnership Agreement.

AIMCO and its affiliates  currently own 40,648.50  limited  partnership units in
the Partnership representing 49.064% of the outstanding units. 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 make one or more  additional
offers to acquire  additional limited  partnership  interests in the Partnership
for cash or in exchange for units in the operating  partnership of AIMCO.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters. As a result of its
ownership  of  49.064%  of the  outstanding  units,  AIMCO is in a  position  to
significantly  influence all voting  decisions  with respect to the  Registrant.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner favorable to the interest of the Managing General Partner because of
their  affiliation with the Managing General Partner.  However,  with respect to
17,023.5 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  non-tendering  unitholders.  Except  for the
foregoing,  no other  limitations  are  imposed on such  affiliates'  ability to
influence voting decisions with respect to the Partnership.

Note D - Distribution

During the three  months  ended  March 31,  2000,  the  Partnership  distributed
approximately  $1,100,000  (approximately  $970,000 to the  limited  partners or
$11.71 per limited  partnership  unit) from operations.  During the three months
ended March 31,  1999,  the  Partnership  distributed  approximately  $5,000,000
(approximately   $4,410,000  or  $53.23  per  limited   partnership  unit)  from
operations.

Note E - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment derives its revenues:

The  Partnership  has  one  reportable  segment:   residential  properties.  The
Partnership's  residential property segment consists of nine apartment complexes
in the Southeast,  Midwest and Southwest  United States.  The Partnership  rents
apartment units to tenants for terms that are typically twelve months or less.

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those of the  Partnership  as described in  Partnership's  Annual Report on Form
10-KSB for the year ended December 31, 1999.

Factors management used to identify the enterprise's reportable segment:

The  Partnership's  reportable  segment  consists of investment  properties that
offer similar products and services.  Although each of the investment properties
are  managed  separately,  they have been  aggregated  into one  segment as they
provide services with similar types of products and customers.

Segment information for the three months ended March 31, 2000 and 1999, is shown
in the tables below (in  thousands).  The "Other"  column  includes  partnership
administration  related  items and  income  and  expense  not  allocated  to the
reportable segments.

                 2000                  Residential     Other     Totals

Rental revenue                           $ 5,448       $   --    $ 5,448
Other income                                 249            5        254
Interest expense                           1,454           --      1,454
Depreciation                               1,171           --      1,171
General and administrative expense            --           89         89
Segment profit (loss)                        733          (84)       649
Total assets                              80,518          502     81,020
Capital expenditures for investment
  properties                                 614           --        614

                 1999                  Residential     Other      Totals
                                                  (Restated)
Rental income                           $ 5,322       $  --     $ 5,322
Other income                                262           10        272
Interest expense                          1,478           --      1,478
Depreciation                              1,078           --      1,078
General and administrative expense           --           92         92
Cumulative effect of a change in
  accounting principle                      632           --        632
Segment profit (loss)                     1,322          (82)     1,240
Total assets                             82,232          619     82,851
Capital expenditures for investment
  properties                                 226          --        226

Note F - 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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  The  plaintiffs  seek  monetary  damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Managing  General  Partner  filed a motion  seeking  dismissal of the
action.  In lieu of  responding  to the  motion,  the  plaintiffs  have filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.  Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a  Stipulation  of  Settlement,  settling  claims,  subject to final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999.  Prior to the  December  10,  1999  hearing  the  Court  received  various
objections to the settlement,  including a challenge to the Court's  preliminary
approval based upon the alleged lack of authority of class  plaintiffs'  counsel
to enter the settlement.  On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Managing  General  Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

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

<PAGE>

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

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange  Commission made by the  Partnership  from time to time.
The  discussion  of  the  Partnership's  business  and  results  of  operations,
including  forward-looking  statements pertaining to such matters, does not take
into account the effects of any changes to the Registrant's business and results
of operations.  Accordingly,  actual results could differ  materially from those
projected in the forward-looking  statements as a result of a number of factors,
including those identified herein.

The Partnership's investment properties consist of nine apartment complexes. The
following table sets forth the average  occupancy for each of the properties for
the three months ended March 31, 2000 and 1999:

                                                   Average Occupancy

      Property                                      2000       1999

      Cooper's Pointe Apartments                    95%        97%
         North Charleston, South Carolina
      Copper Mill Apartments                        95%        96%
         Richmond, Virginia
      Four Winds Apartments                         97%        96%
         Overland Park, Kansas
      Autumn Run Apartments                         95%        97%
         Naperville, Illinois
      Plantation Creek Apartments (1)               93%        96%
         Atlanta, Georgia
      Wood Creek Apartments                         94%        94%
         Mesa, Arizona
      Promontory Point Apartments                   97%        96%
         Austin, Texas
      Hampton Greens Apartments                     97%        97%
         Dallas, Texas
      Stoney Creek Apartments                       98%        97%
         Dallas, Texas

(1)   The decrease in occupancy at  Plantation  Creek  Apartments  is due to ice
      storms  during the three  months  ended  March 31,  2000,  which  hampered
      potential new tenants from visiting the property.

Results of Operations

The  Partnership's  net income for the three  months  ended  March 31,  2000 was
approximately $649,000 as compared to approximately $1,240,000 (as restated) for
the  comparable  period  in  1999.  The  decrease  in net  income  is  primarily
attributable  to the  cumulative  effect  of a change  in  accounting  principle
recognized during the three months ended March 31, 1999 and an increase in total
expenses  which was  partially  offset by an  increase  in total  revenues.  The
increase in total  expenses is primarily  due to increases in  depreciation  and
property taxes expenses  partially  offset by a decrease in operating  expenses.
The  increase in  depreciation  expense is due to new  depreciable  assets being
placed  into  service at the  Partnership's  properties  during the past  twelve
months.  The  increase in property tax expense is due to an increase in assessed
values at  Plantation  Creek and  Promontory  Point.  The  decrease in operating
expense is primarily due to a decrease in exterior building improvements at Four
Winds Apartments. The increase in total revenues is due to an increase in rental
income.  Rental  income  increased  due to increased  rental rates at all of the
Partnership's properties with the exception of Wood Creek.

Included in general and administrative expenses for the three months ended March
31, 2000 and 1999, are  reimbursements  to the Managing  General Partner allowed
under  the  Partnership   Agreement   associated  with  its  management  of  the
Partnership.  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.

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior painting and major landscaping.  The Partnership
believes that this accounting principle change is preferable because it provides
a better matching of expenses with the related benefit of the  expenditures  and
it is consistent with industry practice and the policies of the Managing General
Partner.  This accounting change was first reported during the fourth quarter of
1999. Accordingly, net income for the first quarter of 1999 has been restated to
reflect the  accounting  change as if it were  reported  then.  This  adjustment
decreased income before the cumulative  effect of the accounting  change for the
first quarter of 1999 by  approximately  $49,000 ($0.52 per limited  partnership
unit). The cumulative effect adjustment of approximately  $632,000 is the result
of applying the aforementioned change in accounting principle  retroactively and
is included in income for 1999. The accounting principle change will not have an
effect on cash flow,  funds  available for  distribution  or fees payable to the
Managing General Partner and affiliates.

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

Capital Resources and Liquidity

At  March  31,  2000,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $3,143,000 as compared to  approximately  $3,242,000 at March 31,
1999.  For the three  months  ended March 31,  2000,  cash and cash  equivalents
decreased  approximately $510,000 from the Partnership's year ended December 31,
1999.  The  decrease  in  cash  and  cash  equivalents  is due to  approximately
$1,291,000 of cash used in financing  activities and  approximately  $702,000 of
cash used in investing  activities,  which was partially offset by approximately
$1,483,000  of cash  provided by  operating  activities.  Cash used in investing
activities  consists of property  improvements and replacements and net deposits
to restricted escrows maintained by the mortgage lenders. Cash used in financing
activities consists of principal payments made on the mortgages  encumbering the
Partnership's investment properties and cash distributions made to the partners.
The Partnership invests its working capital reserves in money market 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.  The Partnership has no outstanding  amounts due under this line of
credit. Based on present plans, the Managing General Partner does not anticipate
the need to borrow in the near future. Other than cash and cash equivalents, the
line of credit is the Partnership's only unused source of liquidity.

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

Cooper's Pointe

Approximately  $190,000 has been budgeted for capital  improvements  at Cooper's
Pointe  consisting  primarily of interior  decoration,  appliance  replacements,
exterior painting,  and floor covering  replacements.  The Partnership completed
approximately  $16,000 in capital  expenditures at Cooper's Pointe Apartments as
of March 31, 2000,  consisting  primarily  of floor  covering  replacements  and
appliance   replacements.   These  improvements  were  funded  from  replacement
reserves.  Additional  improvements  may be  considered  and will  depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

Copper Mill

Approximately $107,000 has been budgeted for capital improvements at Cooper Mill
consisting  primarily  of  carpet  replacement,   appliance  replacements,   and
structural  improvements.  The Partnership  completed  approximately  $26,000 in
capital expenditures at Cooper Mill Apartments as of March 31, 2000,  consisting
primarily  of  floor  covering  replacements,  building  improvements,  and roof
replacement.   These   improvements  were  funded  from  replacement   reserves.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Four Winds

Approximately  $224,000 has been budgeted for capital improvements at Four Winds
consisting  primarily of plumbing  enhancements,  floor  covering  replacements,
structural  improvements,  and air  conditioning  replacements.  The Partnership
completed approximately $26,000 in capital expenditures at Four Winds Apartments
as of March 31, 2000, consisting primarily of floor covering replacements, water
heater replacements, and appliance replacements.  These improvements were funded
from operating  cash flow.  Additional  improvements  may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Autumn Run

Approximately  $256,000 has been budgeted for capital improvements at Autumn Run
consisting primarily of appliance replacements, floor covering replacements, and
structural  improvements.  The  Partnership  completed  approximately  $5,000 in
capital  expenditures at Autumn Run Apartments as of March 31, 2000,  consisting
primarily of floor  covering  replacements  and  appliance  replacements.  These
improvements were funded from operating cash flow.  Additional  improvements may
be considered and will depend on the physical  condition of the property as well
as replacement reserves and anticipated cash flow generated by the property.

Plantation Creek

Approximately  $794,000 has been budgeted for capital improvements at Plantation
Creek consisting primarily of structural  improvements,  clubhouse  renovations,
plumbing  enhancements,  carpet  replacement,  and appliance  replacements.  The
Partnership  completed   approximately   $226,000  in  capital  expenditures  at
Plantation  Creek  Apartments  as of March 31,  2000,  consisting  primarily  of
structural  improvements,   carpet  replacements,   submetering,  and  appliance
replacements.   These   improvements  were  funded  from  operating  cash  flow.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Wood Creek

The Partnership is currently  modifying the 2000 capital  improvement budget for
Wood Creek Apartments. The budget is anticipated to include amounts to cover the
following   capital   improvement   needs  at  the  property:   floor   covering
replacements,  plumbing enhancements, air conditioning improvements,  structural
improvements,  and roof replacements.  The Partnership  completed  approximately
$216,000 in capital  expenditures at Wood Creek Apartments as of March 31, 2000,
consisting primarily of structural  improvements,  floor covering  replacements,
and plumbing fixtures.  These improvements were funded from operating cash flow.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Promontory Point

Approximately  $131,000 has been budgeted for capital improvements at Promontory
Point consisting primarily of structural  improvements,  appliance replacements,
floor covering replacements,  and air conditioning replacements. The Partnership
completed  approximately  $61,000 in capital  expenditures  at Promontory  Point
Apartments   as  of  March  31,  2000,   consisting   primarily  of   structural
improvements,  floor covering replacements,  parking lot improvements,  and pool
improvements.  These  improvements  were funded from  replacement  reserves  and
operating cash flow.  Additional  improvements may be considered and will depend
on the physical  condition of the property as well as  replacement  reserves and
anticipated cash flow generated by the property.

Hampton Greens

Approximately  $103,000 has been  budgeted for capital  improvements  at Hampton
Greens   consisting   primarily  of  floor  covering   replacements,   appliance
replacements,  interior decoration, air conditioning  replacements,  and counter
top replacements.  The Partnership  completed  approximately  $13,000 in capital
expenditures  at Hampton  Greens  Apartments  as of March 31,  2000,  consisting
primarily of floor covering replacements,  appliance replacements,  and fencing.
These improvements were funded from operating cash flow. Additional improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

Stoney Creek

Approximately  $116,000  has been  budgeted for capital  improvements  at Stoney
Creek consisting primarily of floor covering replacements,  interior decoration,
air  conditioning  unit   replacements,   and  counter  top  replacements.   The
Partnership  completed  approximately  $25,000 in capital expenditures at Stoney
Creek  Apartments  as of March 31,  2000,  consisting  primarily  of  structural
improvements and floor covering  replacements.  These  improvements  were funded
from operating  cash flow.  Additional  improvements  may be considered and 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 operations or from Partnership  reserves.  To the extent that such budgeted
capital improvements are completed,  the Partnership's  distributable cash flow,
if any, may be adversely affected at least in the short term.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness  of  approximately  $72,249,000  is being  amortized  over  varying
periods with balloon payments due over periods ranging from November 2003 to May
2008.  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.

During the three  months  ended  March 31,  2000,  the  Partnership  distributed
approximately  $1,100,000  (approximately  $970,000 to the  limited  partners or
$11.71 per limited  partnership  unit) from operations.  During the three months
ended March 31,  1999,  the  Partnership  distributed  approximately  $5,000,000
(approximately   $4,410,000  or  $53.23  per  limited   partnership  unit)  from
operations.  Future  cash  distributions  will  depend  on the  levels  of  cash
generated from operations,  the availability of cash reserves, and the timing of
debt  maturities,   property  sales,  and/or  refinancings.   The  Partnership's
distribution policy is reviewed on a quarterly basis. There can be no assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after required capital  improvements to permit  additional  distributions to its
partners during the remainder of 2000 or subsequent periods.

<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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Part 1 - Financial Information, Item 1. Financial Statements, Note B - Transfer
of  Control").  The  plaintiffs  seek  monetary  damages and  equitable  relief,
including  judicial  dissolution  of the  Partnership.  On June  25,  1998,  the
Managing General Partner filed a motion seeking dismissal of the action. In lieu
of responding to the motion, the plaintiffs have filed an amended complaint. The
Managing  General  Partner filed  demurrers to the amended  complaint which were
heard  February  1999.   Pending  the  ruling  on  such  demurrers,   settlement
negotiations  commenced.  On November 2, 1999, the parties  executed and filed a
Stipulation of Settlement,  settling claims, subject to final court approval, on
behalf of the Partnership and all limited  partners who own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the  Superior  Court of the State of  California,  County of San Mateo,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing the Court  received  various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the  alleged  lack of  authority  of class  plaintiffs'  counsel  to  enter  the
settlement.  On  December  14,  1999,  the  Managing  General  Partner  and  its
affiliates  terminated the proposed settlement.  Certain plaintiffs have filed a
motion to disqualify some of the plaintiffs' counsel in the action. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  Exhibit 27, Financial Data Schedule, is filed as an exhibit to
                  this report.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended March 31, 2000.

<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
                                          Its General Partner

                                    By:   FOX CAPITAL MANAGEMENT CORPORATION
                                          Managing General Partner

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

                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President
                                          and Controller

                                    Date: