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

                                   Form 10-QSB

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

               For the quarterly period ended March 31, 2004


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


            For the transition period from _________to _________

                         Commission file number 0-13418


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



         California                                               94-2939418
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)

<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS


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

                                 March 31, 2004
<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 827
   Receivables and deposits                                                   1,049
   Restricted escrows                                                           419
   Other assets                                                               1,016
   Investment properties:
      Land                                                   $ 12,694
      Buildings and related personal property                 117,233
                                                              129,927
      Less accumulated depreciation                           (72,663)       57,264
                                                                           $ 60,575
Liabilities and Partners' (Deficiency) Capital
Liabilities
   Accounts payable                                                          $ 149
   Tenant security deposit liabilities                                          384
   Accrued property taxes                                                     1,049
   Due to affiliate (Note B)                                                    205
   Other liabilities                                                            513
   Mortgage notes payable                                                    65,561

Partners' (Deficiency) Capital
   General partner                                           $ (8,344)
   Limited partners (82,848 units issued and
      outstanding)                                              1,058        (7,286)
                                                                           $ 60,575


        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
                                                                  March 31,
                                                          2004              2003
Revenues:
<S>                                                      <C>               <C>
   Rental income                                         $3,982            $4,218
   Other income                                             431               432
      Total revenues                                      4,413             4,650

Expenses:
   Operating                                              1,793             1,833
   General and administrative                               115               126
   Depreciation                                           1,236             1,202
   Interest                                               1,317             1,339
   Property taxes                                           467               478
      Total expenses                                      4,928             4,978

Net loss                                                 $ (515)           $ (328)

Net loss allocated to general partner                     $ (61)           $ (39)
Net loss allocated to limited partners                     (454)             (289)

                                                         $ (515)           $ (328)

Net loss per limited partnership unit                    $(5.48)           $(3.49)

Distributions per limited partnership unit                $ --             $ 2.45


        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>

                                     Limited
                                   Partnership    General      Limited
                                      Units       Partner      Partners      Total

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

Partners' (deficiency) capital
  at December 31, 2003                82,848      $(8,283)     $ 1,512      $(6,771)

Net loss for the three months
  ended March 31, 2004                    --          (61)        (454)        (515)

Partners' (deficiency) capital
  at March 31, 2004                   82,848      $(8,344)     $ 1,058      $(7,286)

        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

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

                                                                Three Months Ended
                                                                       March 31,
                                                                 2004         2003
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net loss                                                      $ (515)      $ (328)
  Adjustments to reconcile net loss to net cash provided
   by operating activities:
     Depreciation                                                 1,236        1,202
     Bad debt                                                       136          150
     Amortization of loan costs                                      47           46
     Change in accounts:
      Receivables and deposits                                        6          (55)
      Other assets                                                 (101)          29
      Accounts payable                                             (154)         125
      Tenant security deposit liabilities                           (20)          34
      Accrued property taxes                                         (7)         (93)
      Due to affiliates                                             (71)          (4)
      Other liabilities                                             (96)        (168)
        Net cash provided by operating activities                   461          938

Cash flows from investing activities:
  Net withdrawals from restricted escrows                            64           88
  Property improvements and replacements                           (393)        (326)
        Net cash used in investing activities                      (329)        (238)

Cash flows from financing activities:
  Repayment of advances from affiliate                             (197)        (329)
  Advances from affiliate                                           181           --
  Principal payments on mortgage notes payable                     (300)        (330)
  Distributions to partners                                          --         (230)
        Net cash used in financing activities                      (316)        (889)

Net decrease in cash and cash equivalents                          (184)        (189)

Cash and cash equivalents at beginning of period                  1,011        1,288
Cash and cash equivalents at end of period                       $ 827       $ 1,099

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 1,211      $ 1,427

At March 31, 2003,  accounts payable and property  improvements and replacements
were adjusted by approximately $30,000.

At  December  31,  2003,  approximately  $99,000 of  property  improvements  and
replacements were included in accounts payable.


        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 month period ended March 31, 2004, are not  necessarily  indicative of the
results that may be expected for the fiscal year ending  December 31, 2004.  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,  2003.  The  Managing  General  Partner is a
wholly  owned  subsidiary  of  Apartment   Investment  and  Management   Company
("AIMCO"), a publicly traded real estate investment trust.

Note B - Transactions with Affiliated Parties

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

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from all of the Partnership's  properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately  $221,000  and  $228,000 for the three months ended March 31, 2004
and 2003, respectively, which is included in operating expenses.

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses amounting to approximately  $62,000 and
$60,000 for the three months ended March 31, 2004 and  2003,respectively,  which
is included in general and  administrative  expenses and investment  properties.
Included in these amounts are fees related to construction  management  services
provided  by an  affiliate  of the  Managing  General  Partner of  approximately
$17,000  and  $10,000  for the  three  months  ended  March  31,  2004 and 2003,
respectively. The construction management service fees are calculated based on a
percentage of current year additions to investment properties. At March 31, 2004
approximately $15,000 of accountable  administrative  expenses were owed and are
included in due to affiliate.

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.  During the three months ended March 31, 2003,
approximately  $23,000 of Partnership  management  incentive allocation was paid
along with the  distributions  from  operations.  The  incentive  allocation  is
accounted for as a distribution to the general  partner,  in accordance with the
terms of the Partnership Agreement.  No such incentive was paid during the three
months ended March 31, 2004.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership. During 2003 and the three months ended March 31, 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  $181,000  during the three months ended March 31, 2004,
for this  purpose.  The total  advance  for 2003 was  $205,000  all of which was
advanced  subsequent to March 31, 2003.  Payments of approximately  $200,000 and
$334,000  were made during the three  months ended March 31, 2004 and 2003 which
included accrued interest of approximately $3,000 and $5,000,  respectively.  At
March 31, 2004, the outstanding  balance was  approximately  $190,000  including
accrued interest.  Interest expense amounted to approximately  $3,000 and $2,000
for the three months ended March 31, 2004 and 2003, respectively.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing  General  Partner.  During 2004 and 2003,  the  Partnership's  cost for
insurance  coverage  and  fees  associated  with  policy  claims  administration
provided  by  AIMCO  and its  affiliates  will  be  approximately  $164,000  and
$250,000, respectively.

Note C - Contingencies

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (the "Heller action")
was filed  against  the same  defendants  that are named in the  Nuanes  action,
captioned  Heller v.  Insignia  Financial  Group.  On or about  August 6,  2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

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

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending  appeal.  On April 23, 2004,  the Managing  General
Partner and its  affiliates  filed a response brief in support of the settlement
and the judgment  thereto.  Plaintiffs have also filed a brief in support of the
settlement.  Objector is  scheduled  to file a reply brief no later than May 13,
2004.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  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.  On March 5, 2004  Plaintiffs
filed an amended complaint also naming NHP Management Company,  which is also an
affiliate  of the  Managing  General  Partner.  The  Complaint  is  styled  as 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. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The Defendants have filed an answer to the Amended Complaint denying
the substantive allegations. Discovery is currently underway.

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

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.

Pursuant to a formal order of investigation received by AIMCO on March 29, 2004,
the  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission is conducting an  investigation  relating to certain  matters.  AIMCO
believes the areas of investigation  include AIMCO's  miscalculated  monthly net
rental  income  figures in third  quarter 2003,  forecasted  guidance,  accounts
payable,  rent concessions,  vendor rebates,  and capitalization of expenses and
payroll.  AIMCO is cooperating  fully.  AIMCO does not believe that the ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of  operations  taken as a whole.  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 taken as a whole.

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 three months ended March 31, 2004 and 2003:

                                                   Average Occupancy
      Property                                      2004       2003

      Cooper's Pointe Apartments                    98%        96%
         North Charleston, South Carolina
      Copper Mill Apartments                        95%        95%
         Richmond, Virginia
      Four Winds Apartments (1)                     92%        95%
         Overland Park, Kansas
      Autumn Run Apartments                         95%        96%
         Naperville, Illinois
      Plantation Creek Apartments                   87%        88%
         Atlanta, Georgia
      Wood Creek Apartments (2)                     77%        72%
         Mesa, Arizona
      Promontory Point Apartments (1)               81%        89%
         Austin, Texas
      Hampton Greens Apartments (3)                 77%        90%
         Dallas, Texas

(1)   The decrease in occupancy at Four Winds  Apartments and  Promontory  Point
      Apartments is primarily due to the slow economy in the  property's  market
      area and low mortgage rates allowing more tenants to buy homes.

(2)   The increase in occupancy at Wood Creek  Apartments  is due to  management
      implementing new marketing strategies which included rental concessions to
      make Wood Creek more competitive.

(3)   The decrease in occupancy at Hampton Greens Apartments is due to increased
      competition  in the Dallas  market and low mortgage  rates  allowing  more
      tenants to buy homes.  Management is implementing new marketing strategies
      which  may  include  rental   concessions  to  make  Hampton  Greens  more
      competitive in its market.

The  Partnership's  financial  results  are  dependent  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 impact the Partnership's financial results.

Results of Operations

The  Partnership's  net loss for the  three  months  ended  March  31,  2004 was
approximately  $515,000 compared to a net loss of approximately $328,000 for the
comparable  period in 2003.  The  increase  in net loss is due to a decrease  in
total revenues partially offset by a decrease in total expenses.

Total revenues  decreased  primarily as a result of a decrease in rental income.
Rental  income  decreased  due to the  decrease  in  occupancy  at  five  of the
Partnership's properties which more than offset the increase in occupancy at two
of the Partnership's properties. Other income remained relatively consistent for
the comparable periods.

The decrease in total  expenses is due to decreases  in  operating,  general and
administrative,  interest  and  property  tax  expenses  slightly  offset  by an
increase in depreciation expense. Operating expense decreased primarily due to a
decrease in contract work at Plantation  Creek and Four Winds  Apartments  and a
decrease  in property  management  fees at six of the  Partnership's  investment
properties  which are paid  based on a  percentage  of rental  income.  Interest
expense  decreased  due to the payment of  scheduled  principal  payments on the
mortgages encumbering the Partnership's investment properties, which has reduced
the average  outstanding  balance  over the past  twelve  months.  Property  tax
expense  decreased  due to the reduction of the  assessment  value of Promontory
Point Apartments by the local taxing authority.  Depreciation  expense increased
due to property  improvements  and  replacements  placed into service during the
past twelve months which are now being depreciated.

General and  administrative  expenses decreased due to a decrease in accountable
reimbursements  paid  to  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  March  31,  2004,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $827,000 compared to approximately  $1,099,000 at March 31, 2003.
Cash and cash  equivalents  decreased  approximately  $184,000 from December 31,
2003 due to  approximately  $316,000 and $329,000 of cash used in financing  and
investing activities,  respectively,  partially offset by approximately $461,000
of cash  provided by operating  activities.  Cash used in  financing  activities
consisted  of  principal   payments  made  on  the  mortgages   encumbering  the
Partnership's investment properties,  and the partial payment of an advance from
an affiliate  of the Managing  General  Partner  partially  offset by an advance
received  from an  affiliate  of the  Managing  General  Partner.  Cash  used in
investing  activities  consisted  of  property   improvements  and  replacements
partially  offset by net withdrawals from restricted  escrows  maintained by the
mortgage  lenders.  The  Partnership  invests  its working  capital  reserves in
interest bearing accounts.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership. During 2003 and the three months ended March 31, 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  $181,000 for the three months ended March 31, 2004, for
this purpose.  The total advance for 2003 was $205,000 all of which was advanced
subsequent to March 31, 2003.  Payments of  approximately  $200,000 and $334,000
were made during the three months  ended March 31, 2004 and 2003 which  included
accrued interest of approximately $3,000 and $5,000, respectively.  At March 31,
2004, the  outstanding  balance was  approximately  $190,000  including  accrued
interest.  Interest expense amounted to approximately  $3,000 and $2,000 for the
three  months ended March 31, 2004 and 2003,  respectively.  Other than cash and
cash equivalents,  the line of credit is the Partnership's only unused source of
liquidity.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other operating needs of the  Partnership.  Such assets are currently
thought to be  sufficient  for any  near-term  needs of the  Partnership  and to
comply with Federal,  state,  and local legal and regulatory  requirements.  The
Managing  General  Partner  monitors  developments  in the  area  of  legal  and
regulatory   compliance  and  is  studying  new  federal  laws,   including  the
Sarbanes-Oxley  Act of 2002. The Sarbanes-Oxley Act of 2002 mandates or suggests
additional compliance measures with regard to governance,  disclosure, audit and
other areas.  In light of these changes,  the  Partnership  expects that it will
incur higher expenses related to compliance, including increased legal and audit
fees. Capital improvements planned for each of the Partnership's  properties are
detailed below.

Cooper's Pointe

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately  $27,000 of capital  improvements at Cooper's  Pointe  Apartments,
consisting  primarily  of floor  covering  replacements  and  fitness  equipment
upgrades.   These  improvements  were  funded  from  operating  cash  flow.  The
Partnership  evaluates the capital  improvement needs of the property during the
year and  currently  expects  to  complete  an  additional  $78,000  in  capital
improvements  during the remainder of 2004. The additional capital  improvements
will consist primarily of floor covering  replacements,  parking lot resurfacing
and roof  replacements.  Additional  capital  improvements may be considered and
will depend on the physical condition of the property as well as the anticipated
cash flow generated by the property and replacement reserves.

Copper Mill

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately   $8,000  of  capital  improvements  at  Copper  Mill  Apartments,
consisting  primarily of floor covering  replacements.  These  improvements were
funded  from  operating  cash  flow.  The  Partnership   evaluates  the  capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $98,000 in capital  improvements  during the remainder of
2004.  The  additional  capital  improvements  will  consist  primarily of floor
covering replacements, parking lot resurfacing, roof replacements and structural
improvements.  Additional capital improvements may be considered and will depend
on the physical  condition of the property as well as the anticipated  cash flow
generated by the property and replacement reserves.

Four Winds

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately   $33,000  of  capital  improvements  at  Four  Winds  Apartments,
consisting  primarily  of floor  covering  replacements  and  fitness  equipment
upgrades.   These   improvements  were  funded  from  operating  cash  flow  and
replacement reserves. The Partnership evaluates the capital improvement needs of
the property  during the year and  currently  expects to complete an  additional
$159,000 in capital  improvements  during the remainder of 2004.  The additional
capital  improvements  will consist  primarily of floor  covering  replacements,
appliances,  air  conditioning  upgrades,  parking lot improvements and security
measures.  Additional capital  improvements may be considered and will depend on
the  physical  condition of the  property as well as the  anticipated  cash flow
generated by the property and replacement reserves.

Autumn Run

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately   $32,000  of  capital  improvements  at  Autumn  Run  Apartments,
consisting primarily of floor covering, appliance and water heater replacements.
These  improvements  were  funded  from  operating  cash flow.  The  Partnership
evaluates  the capital  improvement  needs of the  property  during the year and
currently  expects to complete an  additional  $144,000 in capital  improvements
during the remainder of 2004. The additional  capital  improvements will consist
primarily  of  appliance  and floor  covering  replacements,  swimming  pool and
parking lot improvements.  Additional capital improvements may be considered and
will depend on the physical condition of the property as well as the anticipated
cash flow generated by the property.

Plantation Creek

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately  $131,000 of capital  improvements at Plantation Creek Apartments,
consisting primarily of floor covering and appliance replacements, swimming pool
improvements,  parking lot  resurfacing,  water/sewer  upgrades  and  structural
improvements.  Included in this amount is approximately  $70,000 of expenditures
related to a collapsed  storm drain  during 2003 which  resulted in  significant
damage to three  tennis  courts  and part of the pool  deck.  The damage was not
covered by insurance.  These  improvements  were funded from operating cash flow
and  replacement  reserves.  The Partnership  evaluates the capital  improvement
needs of the  property  during the year and  currently  expects to  complete  an
additional  $135,000 in capital  improvements  during the remainder of 2004. The
additional  capital   improvements  will  consist  primarily  of  swimming  pool
improvements,  security measures, air conditioning  upgrades,  roof replacements
and structural  improvements.  Additional capital improvements may be considered
and  will  depend  on the  physical  condition  of the  property  as well as the
anticipated cash flow generated by the property and replacement reserves.

Wood Creek

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately   $23,000  of  capital  improvements  at  Wood  Creek  Apartments,
consisting  primarily of floor  covering  replacements,  major  landscaping  and
security measures.  These improvements were funded from operating cash flow. The
Partnership  evaluates the capital  improvement needs of the property during the
year and currently  expects to complete up to an additional  $215,000 in capital
improvements  during the remainder of 2004. The additional capital  improvements
will  consist   primarily  of  parking  lot,   exterior  building  and  lighting
improvements.  Additional capital improvements may be considered and will depend
on the physical  condition of the property as well as the anticipated  cash flow
generated by the property and replacement reserves.

Promontory Point

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately  $27,000 of capital  improvements at Promontory Point  Apartments,
consisting primarily of floor covering  replacements and structural and exterior
improvements.  These  improvements  were  funded  from  operating  cash flow and
replacement reserves. The Partnership evaluates the capital improvement needs of
the property  during the year and  currently  expects to complete an  additional
$111,000 in capital  improvements  during the remainder of 2004.  The additional
capital  improvements will consist primarily of structural  improvements,  floor
covering replacements and security measures. Additional capital improvements may
be considered and will depend on the physical  condition of the property as well
as the anticipated cash flow generated by the property and replacement reserves.

Hampton Greens

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately  $13,000 of capital  improvements  at Hampton  Greens,  consisting
primarily of floor covering  replacements.  These  improvements were funded from
operating cash flow. The Partnership  evaluates the capital improvement needs of
the property  during the year and  currently  expects to complete an  additional
$157,000 in capital  improvements  during the remainder of 2004.  The additional
capital  improvements  will  consist  primarily of parking lot  upgrades,  floor
covering  replacements and exterior property  improvements.  Additional  capital
improvements may be considered and will depend on the physical  condition of the
property as well as the  anticipated  cash flow  generated  by the  property and
replacement reserves.

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

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  encumbering  all of the  Partnership's  investment  properties  of
approximately  $65,561,000  is  amortized  over  varying  periods  with  balloon
payments of $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.

The Partnership  distributed the following amounts during the three months ended
March 31, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                     Three Months     Per Limited      Three Months     Per Limited
                        Ended         Partnership         Ended         Partnership
                    March 31, 2004        Unit        March 31, 2003        Unit

<S>                      <C>              <C>              <C>             <C>
Operations               $ --             $ --             $ 230           $ 2.45
</TABLE>

Future  cash  distributions  will  depend on the levels of cash  generated  from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,   property  sales,  and/or  refinancings.   The  Partnership's  cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance that the Partnership  will generate  sufficient  funds from operations
after required capital  improvements to permit any distributions to its partners
during 2004 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 48,239.50 limited partnership units
(the "Units") in the Partnership representing 58.23% of the outstanding Units at
March 31, 2004. 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 58.23% 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 impairment of the Partnership's
assets.

Revenue Recognition

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

ITEM 3.     CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Managing  General  Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer  and  principal  financial  officer of the  Managing  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fiscal quarter to which this report relates that have  materially  affected,  or
are reasonably likely to materially affect,  the Partnership's  internal control
over financial reporting.

                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (the "Heller action")
was filed  against  the same  defendants  that are named in the  Nuanes  action,
captioned  Heller v.  Insignia  Financial  Group.  On or about  August 6,  2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

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

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending  appeal.  On April 23, 2004,  the Managing  General
Partner and its  affiliates  filed a response brief in support of the settlement
and the judgment  thereto.  Plaintiffs have also filed a brief in support of the
settlement.  Objector is  scheduled  to file a reply brief no later than May 13,
2004.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  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.  On March 5, 2004  Plaintiffs
filed an amended complaint also naming NHP Management Company,  which is also an
affiliate  of the  Managing  General  Partner.  The  Complaint  is  styled  as 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. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The Defendants have filed an answer to the Amended Complaint denying
the substantive allegations. Discovery is currently underway.

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

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

                  Exhibit 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).

                  Exhibit 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.

                  Exhibit 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.

                  Exhibit  32.1,  Certification  Pursuant  to 18 U.S.C.  Section
                  1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.

            b) Reports on Form 8-K:

                  None filed during the quarter ended March 31, 2004.



<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/Thomas M. Herzog
                                          Thomas M. Herzog
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: May 13, 2004



<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 registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  May 13, 2004

                                    /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, Thomas M. Herzog, certify that:


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

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  May 13, 2004

                                    /s/Thomas M. Herzog
                                    Thomas M. Herzog
                                    Senior   Vice    President   and   Chief
                                    Accounting   Officer   of  Fox   Capital
                                    Management  Corporation,  equivalent  of
                                    the  chief  financial   officer  of  the
                                    Partnership


<PAGE>



Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
               Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with the Quarterly  Report on Form 10-QSB of Century  Properties
Growth Fund XXII (the  "Partnership"),  for the quarterly period ended March 31,
2004 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  Thomas  M.  Herzog,  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:  May 13, 2004


                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  May 13, 2004


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.