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 September 30, 2001


[ ]   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)

                               September 30, 2001


<TABLE>
<CAPTION>

Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 2,407
   Receivables and deposits                                                   1,815
   Restricted escrows                                                           397
   Other assets                                                               1,448
   Investment properties:
      Land                                                   $ 12,707
      Buildings and related personal property                 113,990
                                                              126,697
      Less accumulated depreciation                           (62,009)       64,688
                                                                           $ 70,755
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                          $ 509
   Tenant security deposit liabilities                                          318
   Accrued property taxes                                                     1,331
   Other liabilities                                                            596
   Mortgage notes payable                                                    68,474

Partners' (Deficit) Capital
   General partner                                           $ (7,860)
   Limited partners (82,848 units issued and
      outstanding)                                              7,387          (473)
                                                                           $ 70,755



         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

b)

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

<TABLE>
<CAPTION>

                                              Three Months Ended        Nine Months Ended
                                                September 30,             September 30,
                                              2001         2000         2001         2000
Revenues:
<S>                                          <C>         <C>           <C>          <C>
  Rental income                              $ 4,926     $ 5,457       $15,853      $16,424
  Other income                                   368         432         1,105        1,045
  Casualty gain                                   --          --            74           --
  Gain on sale of investment property          6,774          --         6,774           --
     Total revenues                           12,068       5,889        23,806       17,469

Expenses:
  Operating                                    1,948       1,996         5,727        5,648
  General and administrative                     159          96           441          270
  Depreciation                                 1,184       1,192         3,683        3,558
  Interest                                     1,368       1,456         4,255        4,369
  Property taxes                                 472         540         1,553        1,562
     Total expenses                            5,131       5,280        15,659       15,407

Income before extraordinary loss               6,937         609         8,147        2,062
Extraordinary loss on early
  extinguishment of debt                        (984)         --          (984)          --

Net income                                   $ 5,953      $ 609        $ 7,163      $ 2,062

Net income allocated to general
  partner                                     $ 702        $ 72         $ 845        $ 243
Net income allocated to limited
  partners                                     5,251         537         6,318        1,819

                                             $ 5,953      $ 609        $ 7,163      $ 2,062

Net income per limited partnership unit:
  Income before extraordinary loss           $ 73.86      $ 6.48       $ 86.74      $ 21.95
  Extraordinary loss                          (10.48)         --        (10.48)          --

                                             $ 63.38      $ 6.48       $ 76.26      $ 21.95
Distributions per limited partnership
  unit                                       $106.11      $ 2.79       $137.95      $ 38.50

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<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, 2000                  82,848     $(8,173)    $ 12,498      $ 4,325

Net income for the nine months
   ended September 30, 2001               --         845        6,318        7,163

Distributions to partners                 --        (532)     (11,429)     (11,961)

Partners' (deficit) capital at
   September 30, 2001                 82,848     $(7,860)     $ 7,387      $ (473)


         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

                                                                     Nine Months Ended
                                                                       September 30,
                                                                     2001         2000
Cash flows from operating activities:
<S>                                                                 <C>          <C>
  Net income                                                        $ 7,163      $ 2,062
  Adjustments to reconcile net income to net cash provided by
   operating activities:
     Depreciation                                                     3,683        3,558
     Loss on sale of property improvements and replacements              --           21
     Amortization of loan costs                                         153          148
     Gain on sale of investment property                             (6,774)          --
     Extraordinary loss on early extinguishment of debt                 984           --
     Casualty gain                                                      (74)          --
     Change in accounts:
      Receivables and deposits                                          (34)      (1,248)
      Other assets                                                     (234)         (57)
      Accounts payable                                                   32          (20)
      Tenant security deposit liabilities                               (82)          52
      Accrued property taxes                                            216          190
      Other liabilities                                                (243)        (212)
        Net cash provided by operating activities                     4,790        4,494

Cash flows from investing activities:
  Property improvements and replacements                             (2,310)      (1,871)
  Net withdrawals from restricted escrows                               133          315
  Net insurance proceeds received                                       104           --
  Proceeds from sale of property improvements and replacements           --          227
  Net proceeds from sale of investment property                      14,130           --
        Net cash provided by (used in) investing activities          12,057       (1,329)

Cash flows from financing activities:
  Principal payments on mortgage notes payable                         (524)        (557)
  Distributions to partners                                         (11,961)      (3,617)
  Debt extinguishment costs                                            (853)          --
  Proceeds from refinancing                                          13,125           --
  Loan costs                                                           (241)          --
  Repayment of mortgage notes payable                               (15,751)          --
        Net cash used in financing activities                       (16,205)      (4,174)

Net increase (decrease) in cash and cash equivalents                    642       (1,009)
Cash and cash equivalents at beginning of period                      1,765        3,653
Cash and cash equivalents at end of period                          $ 2,407      $ 2,644

Supplemental disclosure of cash flow information:
  Cash paid for interest                                            $ 4,206      $ 4,222

Supplemental disclosure of non-cash flow information:
  Property improvements and replacements included in accounts
   payable                                                           $ --         $ 248

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<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 (the
"Managing General  Partner"),  the managing general partner of the Partnership's
general  partner,  all  adjustments  (consisting of normal  recurring  accruals)
considered  necessary  for a fair  presentation  have been  included.  Operating
results for the three and nine month periods ended  September 30, 2001,  are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  December 31, 2001. 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, 2000. The Managing
General  Partner  is a wholly  owned  subsidiary  of  Apartment  Investment  and
Management Company ("AIMCO"), a publicly traded real estate investment trust.

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. The Partnership
owns a 100%  interest in each of these  partnerships,  and it has the ability to
control the major operating and financial  policies of these  partnerships.  All
interpartnership transactions have been eliminated.

Segment Reporting

Statement of Financial  Accounting Standards ("SFAS") No. 131, "Disclosure about
Segments of an Enterprise and Related Information" established standards for the
way that public business enterprises report information about operating segments
in annual  financial  statements  and  requires  that those  enterprises  report
selected  information about operating segments in interim financial reports.  It
also established  standards for related disclosures about products and services,
geographic  areas,  and  major  customers.  As  defined  in SFAS  No.  131,  the
Partnership  has only one  reportable  segment.  The  Managing  General  Partner
believes that  segment-based  disclosures  will not result in a more  meaningful
presentation than the consolidated financial statements as currently presented.

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.

The following  transactions with affiliates of the Managing General Partner were
incurred during the nine month periods ended September 30, 2001 and 2000:

                                                                  2001      2000
                                                                  (in thousands)
 Property management fees (included in operating expenses)        $890      $880
 Reimbursement for services of affiliates (included in
   operating and general and administrative expenses
   and investment properties)                                      861       131
 Partnership management incentive allocation (included in
   general partner distribution)                                   299       362

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 $890,000 and $880,000 for the nine months ended September 30, 2001
and 2000, respectively.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $861,000 and $131,000 for the
nine months ended September 30, 2001 and 2000,  respectively.  Included in these
amounts at  September  30,  2001 and 2000 are  reimbursements  of  approximately
$737,000 and $6,000, respectively, for construction oversight costs.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership, the general partner is entitled to receive a Partnership management
fee  equal  to  10%  of the  Partnership's  adjusted  cash  from  operations  as
distributed.   Approximately   $299,000  of  Partnership   management  incentive
allocation was paid along with the distributions from operations made during the
nine months ended September 30, 2001. During the nine months ended September 30,
2000,  approximately $362,000 of Partnership management incentive allocation was
paid along with the distributions from operations.  The incentive  allocation is
considered a distribution to the general partner in accordance with the terms of
the Partnership Agreement.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  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.

AIMCO and its affiliates owned 45,280.50 limited partnership units (the "Units")
in the Partnership representing 54.66% of the outstanding Units at September 30,
2001. 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 54.66% of the outstanding Units, AIMCO
is in a  position  to  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 its affiliation with the Managing  General Partner.  However,
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 non-tendering unitholders. Except
for the foregoing,  no other limitations are imposed on AIMCO or its affiliates'
ability to influence voting decisions with respect to the Partnership.

Note C - Distributions

During the nine months ended  September 30, 2001,  the  Partnership  distributed
approximately $11,961,000  (approximately $11,429,000 to the limited partners or
$137.95 per limited  partnership unit). This includes  approximately  $2,991,000
(approximately  $2,638,000  to  the  limited  partners  or  $31.84  per  limited
partnership  unit)  distributed  from  operations and  approximately  $6,626,000
(approximately  $6,494,000  to  the  limited  partners  or  $78.38  per  limited
partnership  unit) distributed from the net proceeds of the sale of Stoney Creek
Apartments.  Approximately $2,344,000  (approximately  $2,297,000 to the limited
partners or $27.73 per limited  partnership  unit) was distributed  from the net
proceeds of the  refinancing of Autumn Run  Apartments.  Subsequent to September
30, 2001, a  distribution  was  declared  and paid of  approximately  $1,604,000
(approximately  $1,544,000  to  the  limited  partners  or  $18.64  per  limited
partnership unit). This includes approximately $291,000  (approximately $257,000
to the limited partners or $3.10 per limited  partnership unit) distributed from
operations and approximately $1,313,000 (approximately $1,287,000 to the limited
partners  or $15.54  per  limited  partnership  unit)  distributed  from the net
proceeds of the  refinancing  of Autumn Run  Apartments.  During the nine months
ended September 30, 2000, the Partnership distributed  approximately  $3,617,000
(approximately  $3,190,000  to  the  limited  partners  or  $38.50  per  limited
partnership unit) from operations.

Note D - Loss on Sale of Equipment

During the nine months ended September 30, 2000, the Partnership  sold its cable
equipment at  Plantation  Creek  Apartments  for  approximately  $227,000.  This
equipment had a net book value of approximately  $248,000 resulting in a loss of
approximately $21,000 which is included in operating expenses.

Note E - Casualty Gain

During  the nine  months  ended  September  30,  2001,  a net  casualty  gain of
approximately $74,000 was recorded at Stoney Creek Apartments. The casualty gain
related to roof damage  caused by a hailstorm in 2000.  The gain was a result of
the  receipt  of  insurance   proceeds  of  approximately   $104,000  offset  by
approximately  $30,000 of undepreciated  property  improvements and replacements
being written off.

Note F - Sale of Investment Property

On July 31, 2001, the Partnership  sold Stoney Creek  Apartments to an unrelated
third  party for net  proceeds of  approximately  $14,130,000  after  payment of
closing costs. The Partnership  recognized a gain of  approximately  $6,774,000.
Approximately  $6,651,000  of the net  proceeds  were used to repay the mortgage
encumbering the property.  The Partnership  recognized an extraordinary  loss on
early  extinguishment  of  debt  of  approximately  $953,000  as a  result  of a
prepayment  penalty of  approximately  $853,000  for the early  repayment of the
mortgage encumbering the property and approximately $100,000 of unamortized loan
costs being written off.

Note G - Mortgage Refinancing

On September  7, 2001,  the  Partnership  refinanced  the mortgage  note payable
encumbering   Autumn  Run   Apartments.   The  refinancing   replaced   mortgage
indebtedness of approximately $9,100,000 with a new mortgage of $13,125,000. The
new mortgage  carries a stated  interest rate of 7.02% compared to a stated rate
of 7.33% on the old mortgage.  Payments of approximately $102,000 are due on the
first day of each month  beginning  November  1, 2001 until the loan  matures on
October  1, 2021 at which  time the loan  will be fully  amortized.  Loan  costs
capitalized for the refinancing  were  approximately  $241,000.  The Partnership
recorded an extraordinary loss on early  extinguishment of debt of approximately
$31,000 as a result of unamortized loan costs being written off.

Note H - 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
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,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which 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  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  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which, together with a demurrer filed
by other  defendants,  is currently  scheduled to be heard on November 15, 2001.
The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint.  The matters are currently  scheduled to be heard
on November 15, 2001.

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

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

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

The  matters  discussed  in this 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 eight apartment  complexes.
The following table sets forth the average  occupancy for each of the properties
for the nine months ended September 30, 2001 and 2000:

                                                   Average Occupancy
      Property                                      2001       2000

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

(1)   The decrease in occupancy at Cooper's Pointe Apartments,  Plantation Creek
      Apartments and Hampton Greens Apartments are due to increased  competition
      in the complexes' respective areas.

(2)   The decrease in occupancy at  Promontory  Point  Apartments  is due to the
      loss of high technology jobs in the Austin area.

Results of Operations

The  Partnership's  net income for the nine months ended September 30, 2001, was
approximately  $7,163,000 compared to net income of approximately $2,062,000 for
the  corresponding  period  in 2000.  The  Partnership  recorded  net  income of
approximately  $5,953,000 for the three months ended September 30, 2001 compared
to net income of approximately $609,000 for the three months ended September 30,
2000.  The increase in net income for the three and nine months ended  September
30, 2001 is primarily due to the increase in total  revenues  resulting from the
gain on sale of Stoney Creek  Apartments  in the third  quarter  2001,  and to a
lesser extent, a casualty gain at Stoney Creek Apartments prior to its sale.

On July 31, 2001, the Partnership  sold Stoney Creek  Apartments to an unrelated
third  party for net  proceeds of  approximately  $14,130,000  after  payment of
closing costs. The Partnership  recognized a gain of  approximately  $6,774,000.
Approximately  $6,651,000  of the net  proceeds  were used to repay the mortgage
encumbering the property.  The Partnership  recognized an extraordinary  loss on
early  extinguishment  of  debt  of  approximately  $953,000  as a  result  of a
prepayment  penalty of  approximately  $853,000  for the early  repayment of the
mortgage encumbering the property and approximately $100,000 of unamortized loan
costs being written off.

During  the nine  months  ended  September  30,  2001,  a net  casualty  gain of
approximately $74,000 was recorded at Stoney Creek Apartments. The casualty gain
related to roof damage  caused by a hailstorm in 2000.  The gain was a result of
the  receipt  of  insurance   proceeds  of  approximately   $104,000  offset  by
approximately  $30,000 of undepreciated  property  improvements and replacements
being written off.

Excluding the impact of the casualty and the operations and sale of Stoney Creek
Apartments,  net income  decreased  approximately  $631,000 and $339,000 for the
nine and three month period ended September 30, 2001 and 2000, respectively. Net
income  decreased  for the three and nine month  periods  due to an  increase in
total expenses and a slight  decrease in total  revenues.  The increase in total
expenses  was  due  to an  increase  in  operating,  depreciation,  general  and
administrative and property tax expenses.  Operating expense increased due to an
increase in property insurance  premiums and increases in utilities,  especially
natural gas.  Depreciation  expense  increased due to property  improvements and
replacements  placed in service during the past twelve months especially at Four
Winds  Apartments,  Wood  Creek  Apartments  and  Plantation  Creek  Apartments.
Property tax expense  increased due to an increase in the assessed values by the
local taxing  authorities at Plantation Creek Apartments,  Autumn Run Apartments
and Hampton Greens Apartments.  General and administrative expense increased due
to an increase in professional  fees associated with the  administration  of the
Partnership.

Total  revenues  decreased  due to a  decrease  in  rental  income  offset by an
increase in other income. Rental income decreased due to a decrease in occupancy
at five of the  Partnership's  investment  properties  offset  by  increases  in
average rental rates at all properties.  Other income increased due to increases
in utility reimbursements at all of the investment properties.

Included  in general  and  administrative  expenses  are  reimbursements  to the
Managing General Partner allowed under the Partnership  Agreement.  In addition,
costs associated with the quarterly and annual communications with investors and
regulatory  agencies and the annual audit required by the Partnership  Agreement
are also included.

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

Capital Resources and Liquidity

At  September  30,  2001,  the  Partnership  had cash and  cash  equivalents  of
approximately  $2,407,000 as compared to  approximately  $2,644,000 at September
30, 2000.  Cash and cash  equivalents  increased  approximately  $642,000  since
December  31,  2000.  The  increase  in  cash  and  cash  equivalents  is due to
approximately  $4,790,000  and  $12,057,000  of cash  provided by operating  and
investing activities,  respectively, which was partially offset by approximately
$16,205,000  of cash used in financing  activities.  Cash  provided by investing
activities  consists of proceeds from the sale of Stoney Creek  Apartments,  net
withdrawals from restricted  escrows  maintained by the mortgage lenders and net
insurance  proceeds  from a  casualty  at Stoney  Creek  Apartments  which  were
partially  offset  by  property  improvements  and  replacements.  Cash  used in
financing  activities  consists of cash distributions to partners,  repayment of
the mortgage encumbering Autumn Run Apartments and Stoney Creek Apartments, debt
extinguishment  costs, loan costs paid and principal  payments made on mortgages
encumbering the Partnership's investment properties partially offset by proceeds
from the  refinancing  of Autumn Run  Apartments.  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.  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  $201,000 has been budgeted for capital  improvements  at Cooper's
Pointe consisting  primarily of appliance and floor covering  replacements.  The
Partnership completed approximately $102,000 in capital expenditures at Cooper's
Pointe  Apartments  during the nine months ended September 30, 2001,  consisting
primarily  of  floor  covering  replacements  and  interior  decoration.   These
improvements  were funded from  operating  cash flow and  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 $152,000 has been budgeted for capital improvements at Copper Mill
consisting primarily of floor covering replacement and interior decoration.  The
Partnership  completed  approximately  $98,000 in capital expenditures at Copper
Mill  Apartments  during the nine months ended  September  30, 2001,  consisting
primarily  of  floor  covering  replacements  and  interior  decoration.   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.

Four Winds

Approximately  $494,000 has been budgeted for capital improvements at Four Winds
consisting   primarily  of  appliance,   floor  covering  and  air  conditioning
replacements,  and exterior painting.  The Partnership  completed  approximately
$532,000  in  budgeted  and  unbudgeted  capital   expenditures  at  Four  Winds
Apartments during the nine months ended September 30, 2001, consisting primarily
of exterior  painting  and floor  covering  and  appliance  replacements.  These
improvements  were funded from  operating  cash flow and  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.

Autumn Run

Approximately  $220,000 has been budgeted for capital improvements at Autumn Run
consisting  primarily  of appliance  and floor  covering  replacements  and HVAC
units. The Partnership completed  approximately $115,000 in capital expenditures
at Autumn Run  Apartments  during the nine  months  ended  September  30,  2001,
consisting  primarily of floor covering  replacements,  interior  decoration and
HVAC  units.  These  improvements  were  funded  from  operating  cash  flow and
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.

Plantation Creek

Approximately  $691,000 has been budgeted for capital improvements at Plantation
Creek consisting primarily of structural  improvements,  clubhouse construction,
plumbing  enhancements  and  floor  covering  and  appliance  replacements.  The
Partnership  completed   approximately   $624,000  in  capital  expenditures  at
Plantation  Creek  Apartments  during the nine months ended  September 30, 2001,
consisting  primarily  of  structural   improvements,   flooring  and  appliance
replacements and clubhouse and swimming pool  construction.  These  improvements
were  funded  from  operating  cash flow and  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.

Wood Creek

Approximately  $379,000 has been budgeted for capital improvements at Wood Creek
consisting  primarily  of  fencing  enhancements,   ground  lighting,   plumbing
fixtures,   air  conditioning  units  and  floor  covering   replacements.   The
Partnership completed  approximately $378,000 in budgeted and unbudgeted capital
expenditures at Wood Creek Apartments during the nine months ended September 30,
2001,   consisting   primarily  of  fencing   enhancements  and  floor  covering
replacements.  These  improvements  were  funded  from  operating  cash flow and
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.

Promontory Point

Approximately  $157,000 has been budgeted for capital improvements at Promontory
Point  consisting  primarily of appliance,  floor covering and air  conditioning
replacements.  The  Partnership  completed  approximately  $127,000  in  capital
expenditures  at  Promontory  Point  Apartments  during  the nine  months  ended
September 30, 2001, consisting primarily of air conditioning, floor covering 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.

Hampton Greens

Approximately  $174,000 has been  budgeted for capital  improvements  at Hampton
Greens  consisting  primarily  of floor  covering  and  appliance  replacements,
interior  decoration  and  fencing.  The  Partnership  completed   approximately
$134,000 in capital  expenditures at Hampton Greens  Apartments  during the nine
months  ended  September  30,  2001,  consisting  primarily  of  floor  covering
replacements, interior decoration, fencing and water heaters. 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

Prior to its sale, the Partnership completed  approximately  $200,000 in capital
expenditures  at  Stoney  Creek  consisting  primarily  of  appliance  and floor
covering replacements and roof replacements.

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.

During the nine months ended September 30, 2000, the Partnership  sold its cable
equipment at  Plantation  Creek  Apartments  for  approximately  $227,000.  This
equipment had a net book value of approximately  $248,000 resulting in a loss of
approximately $21,000 which is included in operating expenses.

On September  7, 2001,  the  Partnership  refinanced  the mortgage  note payable
encumbering   Autumn  Run   Apartments.   The  refinancing   replaced   mortgage
indebtedness of approximately $9,100,000 with a new mortgage of $13,125,000. The
new mortgage  carries a stated  interest rate of 7.02% compared to a stated rate
of 7.33% on the old mortgage.  Payments of approximately $102,000 are due on the
first day of each month  beginning  November  1, 2001 until the loan  matures on
October  1, 2021 at which  time the loan  will be fully  amortized.  Loan  costs
capitalized for the refinancing  were  approximately  $241,000.  The Partnership
recorded an extraordinary loss on early  extinguishment of debt of approximately
$31,000 as a result of unamortized loan costs being written off.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  Exclusive of
Autumn Run, the  Partnership's  indebtedness  of  approximately  $55,349,000  is
amortized  over  varying  periods  with  balloon  payments  of  $54,096,000  and
$3,442,000 due in 2006 and 2008, respectively. The Managing General Partner will
attempt to refinance  such  remaining  indebtedness  and/or sell the  properties
prior to such maturity dates. If the properties cannot be refinanced or sold for
a sufficient  amount,  the Partnership will risk losing such properties  through
foreclosure.

During the nine months ended  September 30, 2001,  the  Partnership  distributed
approximately $11,961,000  (approximately $11,429,000 to the limited partners or
$137.95 per limited  partnership unit). This includes  approximately  $2,991,000
(approximately  $2,638,000  to  the  limited  partners  or  $31.84  per  limited
partnership  unit)  distributed  from  operations and  approximately  $6,626,000
(approximately  $6,494,000  to  the  limited  partners  or  $78.38  per  limited
partnership  unit) distributed from the net proceeds of the sale of Stoney Creek
Apartments.  Approximately $2,344,000  (approximately  $2,297,000 to the limited
partners or $27.73 per limited  partnership  unit) was distributed  from the net
proceeds of the  refinancing of Autumn Run  Apartments.  Subsequent to September
30, 2001, a  distribution  was  declared  and paid of  approximately  $1,604,000
(approximately  $1,544,000  to  the  limited  partners  or  $18.64  per  limited
partnership unit). This includes approximately $291,000  (approximately $257,000
to the limited partners or $3.10 per limited  partnership unit) distributed from
operations and approximately $1,313,000 (approximately $1,287,000 to the limited
partners  or $15.54  per  limited  partnership  unit)  distributed  from the net
proceeds of the  refinancing  of Autumn Run  Apartments.  During the nine months
ended September 30, 2000, the Partnership distributed  approximately  $3,617,000
(approximately  $3,190,000  to  the  limited  partners  or  $38.50  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 monthly basis. There can be
no assurance that the Partnership will generate sufficient funds from operations
after required capital  improvements to permit  additional  distributions to its
partners during the remainder of 2001 or subsequent periods.

AIMCO and its affiliates owned 45,280.50 limited partnership units (the "Units")
in the Partnership representing 54.66% of the outstanding Units at September 30,
2001. 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 54.66% of the outstanding Units, AIMCO
is in a  position  to  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 its affiliation with the Managing  General Partner.  However,
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 non-tendering unitholders. Except
for the foregoing,  no other limitations are imposed on AIMCO or its affiliates'
ability to influence voting decisions with respect to the Partnership.


<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
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,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which 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  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  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which, together with a demurrer filed
by other  defendants,  is currently  scheduled to be heard on November 15, 2001.
The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint.  The matters are currently  scheduled to be heard
on November 15, 2001.

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



<PAGE>


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  Exhibit 10.10,  Multifamily  Note dated  September 6, 2001, by
                  and between Century  Properties Growth Fund XXII, a California
                  limited partnership, and GMAC Commercial Mortgage Corporation,
                  a California corporation.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended September 30, 2001.



<PAGE>




                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                    CENTURY PROPERTIES GROWTH FUND XXII


                                    By:   FOX PARTNERS IV
                                          General Partner


                                    By:   FOX CAPITAL MANAGEMENT CORPORATION
                                          Managing General Partner


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


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


                                    Date:

<PAGE>
                                                        FHLMC Loan No. 002738368
                                                           Autumn Run Apartments

                                MULTIFAMILY NOTE
                     (MULTISTATE - REVISION DATE 11-01-2000)


US $13,125,000.00                                      As of September 6, 2001


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more  than  one)  promises  to pay to the  order  of  GMAC  COMMERCIAL  MORTGAGE
CORPORATION, a California corporation, the principal sum of Thirteen Million One
Hundred  Twenty-Five  Thousand  and 00/100  Dollars  (US  $13,125,000.00),  with
interest  on the unpaid  principal  balance at the annual  rate of Seven and Two
Hundredths percent (7.02%).

1. Defined  Terms.  As used in this Note, (i) the term "Lender" means the holder
of this Note, and (ii) the term "Indebtedness"  means the principal of, interest
on,  and any other  amounts  due at any time  under,  this  Note,  the  Security
Instrument  or any other Loan  Document,  including  prepayment  premiums,  late
charges,  default interest, and advances to protect the security of the Security
Instrument under Section 12 of the Security  Instrument.  "Event of Default" and
other  capitalized  terms  used but not  defined  in this  Note  shall  have the
meanings given to such terms in the Security Instrument.

2. Address for Payment. All payments due under this Note shall be payable at 200
Witmer Road, Post Office Box 809, Horsham, Pennsylvania 19044, Attn: Servicing -
Account  Manager,  or such other place as may be designated by written notice to
Borrower from or on behalf of Lender.

3. Payment of Principal  and Interest.  Principal and interest  shall be paid as
follows:

(a) Unless  disbursement of principal is made by Lender to Borrower on the first
day of the month,  interest for the period beginning on the date of disbursement
and ending on and including the last day of the month in which such disbursement
is made  shall be  payable  simultaneously  with  the  execution  of this  Note.
Interest  under  this Note  shall be  computed  on the  basis of a 360-day  year
consisting of twelve 30-day months.

(b)  Consecutive  monthly  installments  of principal and interest,  each in the
amount of One Hundred One Thousand Nine Hundred  Fifteen and 61/100  Dollars (US
$101,915.61),  shall be  payable  on the first day of each  month  beginning  on
November 1, 2001,  until the entire unpaid principal  balance  evidenced by this
Note is fully paid.

(c) Any accrued interest remaining past due for 30 days or more may, at Lender's
discretion,  be added to and become  part of the unpaid  principal  balance  and
shall  bear  interest  at the  rate or rates  specified  in this  Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest  shall be due and payable on October 1, 2021 or on any earlier  date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

(d) Any regularly  scheduled monthly  installment of principal and interest that
is  received  by Lender  before  the date it is due shall be deemed to have been
received on the due date solely for the purpose of calculating interest due.

4.  Application of Payments.  If at any time Lender  receives,  from Borrower or
otherwise,  any amount  applicable  to the  Indebtedness  which is less than all
amounts due and payable at such time,  Lender may apply that  payment to amounts
then due and  payable in any manner and in any order  determined  by Lender,  in
Lender's  discretion.  Borrower  agrees that neither  Lender's  acceptance  of a
payment  from  Borrower in an amount that is less than all amounts  then due and
payable nor Lender's  application of such payment shall  constitute or be deemed
to  constitute  either  a  waiver  of  the  unpaid  amounts  or  an  accord  and
satisfaction.

5. Security.  The Indebtedness is secured,  among other things, by a multifamily
mortgage, deed to secure debt or deed of trust dated as of the date of this Note
(the "Security  Instrument"),  and reference is made to the Security  Instrument
for other rights of Lender as to collateral for the Indebtedness.

6.  Acceleration.  If an Event of Default has  occurred and is  continuing,  the
entire unpaid principal  balance,  any accrued interest,  the prepayment premium
payable under  Paragraph  10, if any, and all other  amounts  payable under this
Note and any other Loan  Document  shall at once become due and payable,  at the
option of Lender,  without  any prior  notice to  Borrower  (except if notice is
required by applicable  law,  then after such notice).  Lender may exercise this
option to accelerate regardless of any prior forbearance.

7. Late  Charge.  If any  monthly  amount  payable  under this Note or under the
Security  Instrument or any other Loan Document is not received by Lender within
ten (10) days after the amount is due (unless  applicable  law requires a longer
period of time before a late  charge may be imposed,  in which event such longer
period shall be  substituted),  Borrower  shall pay to Lender,  immediately  and
without  demand by Lender,  a late  charge  equal to five  percent  (5%) of such
amount  (unless  applicable  law requires a lesser  amount be charged,  in which
event such lesser amount shall be substituted).  Borrower  acknowledges that its
failure to make timely payments will cause Lender to incur  additional  expenses
in servicing and processing  the loan  evidenced by this Note (the "Loan"),  and
that it is extremely  difficult and  impractical to determine  those  additional
expenses.  Borrower  agrees  that  the  late  charge  payable  pursuant  to this
Paragraph  represents a fair and  reasonable  estimate,  taking into account all
circumstances  existing  on the date of this Note,  of the  additional  expenses
Lender will incur by reason of such late payment.  The late charge is payable in
addition  to,  and not in lieu of, any  interest  payable  at the  Default  Rate
pursuant to Paragraph 8.

8. Default Rate. So long as (a) any monthly  installment under this Note remains
past due for thirty  (30) days or more,  or (b) any other  Event of Default  has
occurred and is continuing,  interest under this Note shall accrue on the unpaid
principal  balance from the earlier of the due date of the first unpaid  monthly
installment or the occurrence of such other Event of Default, as applicable,  at
a rate (the "Default  Rate") equal to the lesser of four (4)  percentage  points
above  the rate  stated  in the first  paragraph  of this  Note and the  maximum
interest rate which may be collected from Borrower under  applicable law. If the
unpaid  principal  balance and all accrued  interest are not paid in full on the
Maturity Date, the unpaid principal  balance and all accrued interest shall bear
interest from the Maturity Date at the Default Rate.  Borrower also acknowledges
that its failure to make timely  payments will cause Lender to incur  additional
expenses in servicing and  processing the Loan,  that,  during the time that any
monthly  installment  under this Note is  delinquent  for more than  thirty (30)
days,  Lender will incur  additional costs and expenses arising from its loss of
the use of the money due and from the adverse impact on Lender's ability to meet
its other  obligations and to take advantage of other investment  opportunities,
and that it is extremely difficult and impractical to determine those additional
costs and expenses.  Borrower also  acknowledges  that, during the time that any
monthly installment under this Note is delinquent for more than thirty (30) days
or any other Event of Default has occurred and is  continuing,  Lender's risk of
nonpayment of this Note will be  materially  increased and Lender is entitled to
be compensated for such increased risk. Borrower agrees that the increase in the
rate of interest  payable under this Note to the Default Rate  represents a fair
and reasonable estimate,  taking into account all circumstances  existing on the
date of this Note,  of the  additional  costs and expenses  Lender will incur by
reason of the  Borrower's  delinquent  payment and the  additional  compensation
Lender is entitled to receive for the increased  risks of nonpayment  associated
with a delinquent loan.

9.    Limits on Personal Liability.

(a) Except as otherwise  provided in this  Paragraph 9,  Borrower  shall have no
personal  liability  under this Note, the Security  Instrument or any other Loan
Document for the repayment of the  Indebtedness  or for the  performance  of any
other  obligations  of Borrower  under the Loan  Documents,  and  Lender's  only
recourse for the  satisfaction of the  Indebtedness  and the performance of such
obligations  shall be Lender's  exercise of its rights and remedies with respect
to the Mortgaged  Property and any other  collateral  held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit or
impair  Lender's  enforcement  of  its  rights  against  any  guarantor  of  the
Indebtedness or any guarantor of any obligations of Borrower.

(b) Borrower shall be personally liable to Lender for the repayment of a portion
of the Indebtedness equal to zero percent (0%) of the original principal balance
of this Note,  plus any other amounts for which Borrower has personal  liability
under this Paragraph 9.

(c) In addition to Borrower's  personal liability under Paragraph 9(b), Borrower
shall be personally  liable to Lender for the repayment of a further  portion of
the  Indebtedness  equal to any loss or damage suffered by Lender as a result of
(1) failure of  Borrower to pay to Lender upon demand  after an Event of Default
all  Rents to which  Lender  is  entitled  under  Section  3(a) of the  Security
Instrument  and the amount of all security  deposits  collected by Borrower from
tenants  then in  residence;  (2)  failure of  Borrower  to apply all  insurance
proceeds and condemnation  proceeds as required by the Security  Instrument;  or
(3)  failure of Borrower to comply  with  Section  14(d) or (e) of the  Security
Instrument relating to the delivery of books and records, statements,  schedules
and reports.

(d) For purposes of determining  Borrower's  personal  liability under Paragraph
9(b) and Paragraph  9(c), all payments made by Borrower or any guarantor of this
Note with respect to the  Indebtedness  and all amounts  received by Lender from
the  enforcement  of its rights under the Security  Instrument  shall be applied
first to the  portion of the  Indebtedness  for which  Borrower  has no personal
liability.

(e) Borrower shall become  personally  liable to Lender for the repayment of all
of the  Indebtedness  upon the  occurrence  of any of the  following  Events  of
Default: (1) Borrower's acquisition of any property or operation of any business
not  permitted  by  Section  33 of  the  Security  Instrument;  (2)  a  Transfer
(including,  but not  limited  to,  a lien or  encumbrance)  that is an Event of
Default  under  Section  21 of the  Security  Instrument,  other than a Transfer
consisting  solely of the  involuntary  removal or  involuntary  withdrawal of a
general  partner in a limited  partnership  or a manager in a limited  liability
company; or (3) fraud or written material  misrepresentation  by Borrower or any
officer,  director,  partner,  member or employee of Borrower in connection with
the  application  for or  creation  of the  Indebtedness  or any request for any
action or consent by Lender.

(f) In addition to any personal  liability for the Indebtedness,  Borrower shall
be  personally  liable to Lender for (1) the  performance  of all of  Borrower's
obligations   under  Section  18  of  the  Security   Instrument   (relating  to
environmental  matters);  (2) the costs of any audit under  Section 14(d) of the
Security  Instrument;  and (3) any  costs  and  expenses  incurred  by Lender in
connection  with the  collection of any amount for which  Borrower is personally
liable under this  Paragraph  9,  including  fees and out of pocket  expenses of
attorneys and expert witnesses and the costs of conducting any independent audit
of Borrower's  books and records to determine the amount for which  Borrower has
personal liability.

(g) To the extent that Borrower has personal  liability  under this Paragraph 9,
Lender may exercise its rights  against  Borrower  personally  without regard to
whether  Lender has exercised any rights  against the Mortgaged  Property or any
other  security,  or pursued any rights  against any  guarantor,  or pursued any
other rights available to Lender under this Note, the Security  Instrument,  any
other Loan  Document or  applicable  law. For purposes of this  Paragraph 9, the
term "Mortgaged Property" shall not include any funds that (1) have been applied
by Borrower as required or  permitted by the  Security  Instrument  prior to the
occurrence  of an  Event of  Default  or (2)  Borrower  was  unable  to apply as
required  or  permitted  by the  Security  Instrument  because of a  bankruptcy,
receivership, or similar judicial proceeding. To the fullest extent permitted by
applicable  law, in any action to enforce  Borrower's  personal  liability under
this  Paragraph  9,  Borrower  waives  any  right  to set off the  value  of the
Mortgaged Property against such personal liability.

10.   Voluntary and Involuntary Prepayments.

(a) A prepayment premium shall be payable in connection with any prepayment (any
receipt by Lender of  principal,  other than  principal  required  to be paid in
monthly installments pursuant to Paragraph 3(b), prior to the scheduled Maturity
Date set forth in Paragraph 3(c)) under this Note as provided below:

(1) Borrower may voluntarily  prepay all of the unpaid principal balance of this
Note on a Business Day  designated as the date for such  prepayment in a written
notice from  Borrower to Lender given at least 30 days prior to the date of such
prepayment.  Such prepayment shall be made by paying (A) the amount of principal
being prepaid,  (B) all accrued  interest,  (C) all other sums due Lender at the
time of such prepayment,  and (D) the prepayment premium calculated  pursuant to
Paragraph  10(c).  For all  purposes  including  the  accrual of  interest,  any
prepayment received by Lender on any day other than the last calendar day of the
month  shall be deemed to have been  received on the last  calendar  day of such
month.  For purposes of this Note,  a "Business  Day" means any day other than a
Saturday,  Sunday  or any other  day on which  Lender is not open for  business.
Unless expressly provided for in the Loan Documents, Borrower shall not have the
option to  voluntarily  prepay  less than all of the unpaid  principal  balance.
However,  if a partial  prepayment  is provided for in the Loan  Documents or is
accepted by Lender in  Lender's  discretion,  a  prepayment  premium  calculated
pursuant to Paragraph 10(c) shall be due and payable by Borrower.

(2) Upon  Lender's  exercise  of any  right of  acceleration  under  this  Note,
Borrower shall pay to Lender, in addition to the entire unpaid principal balance
of this  Note  outstanding  at the  time of the  acceleration,  (A) all  accrued
interest  and  all  other  sums  due  Lender,  and (B)  the  prepayment  premium
calculated pursuant to Paragraph 10(c).

(3) Any  application  by  Lender  of any  collateral  or other  security  to the
repayment of any portion of the unpaid  principal  balance of this Note prior to
the  Maturity  Date and in the absence of  acceleration  shall be deemed to be a
partial prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.

(b)  Notwithstanding  the provisions of Paragraph  10(a), no prepayment  premium
shall be payable with respect to (A) any prepayment  made during the period from
one  hundred  eighty  (180)  days  before  the  scheduled  Maturity  Date to the
scheduled  Maturity  Date,  or (B) any  prepayment  occurring as a result of the
application of any insurance  proceeds or condemnation  award under the Security
Instrument.

(c) Any prepayment premium payable under this Note shall be computed as follows:

            (1) If the  prepayment is made between the date of this Note and the
date  that is 180  months  after  the  first  day of the  first  calendar  month
following the date of this Note (the "Yield Maintenance Period"), the prepayment
premium shall be whichever is the greater of subparagraphs (i) and (ii) below:

            (i)   1.0% of the unpaid principal balance of this Note; or

            (ii)  the product obtained by multiplying:

                  (A)   the amount of principal being prepaid,
                        by
                  (B)   the excess (if any) of the Monthly Note  Rate  over the
                        Assumed Reinvestment Rate,
                        by
                  (C)   the Present Value Factor.

            For purposes of subparagraph  (ii), the following  definitions shall
apply:

            Monthly Note Rate: one-twelfth (1/12) of the annual interest rate of
            this Note, expressed as a decimal calculated to five digits.

            Prepayment Date: in the case of a voluntary prepayment,  the date on
            which the  prepayment  is made;  in the case of the  application  by
            Lender of  collateral  or  security  to a portion  of the  principal
            balance,  the date of such  application;  and in any other case, the
            date on which Lender  accelerates  the unpaid  principal  balance of
            this Note.

            Assumed  Reinvestment Rate:  one-twelfth (1/12) of the yield rate as
            of the date 5 Business Days before the Prepayment Date, on the 9.25%
            U.S. Treasury Security due February 1, 2016, as reported in The Wall
            Street Journal, expressed as a decimal calculated to five digits. In
            the event that no yield is published on the applicable  date for the
            Treasury Security used to determine the Assumed  Reinvestment  Rate,
            Lender,  in its discretion,  shall select the non-callable  Treasury
            Security  maturing  in  the  same  year  as  the  Treasury  Security
            specified  above with the lowest yield  published in The Wall Street
            Journal as of the applicable  date. If the publication of such yield
            rates in The Wall  Street  Journal is  discontinued  for any reason,
            Lender  shall select a security  with a comparable  rate and term to
            the Treasury  Security  used to determine  the Assumed  Reinvestment
            Rate.  The  selection  of an  alternate  security  pursuant  to this
            Paragraph shall be made in Lender's discretion.

            Present Value Factor: the factor that discounts to present value the
            costs  resulting  to Lender from the  difference  in interest  rates
            during the months remaining in the Yield Maintenance  Period,  using
            the Assumed  Reinvestment  Rate as the discount  rate,  with monthly
            compounding, expressed numerically as follows:

                                     [OBJECT OMITTED]

            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

            (2) If the  prepayment  is made  after the  expiration  of the Yield
Maintenance  Period but before the period set forth in Paragraph 10(b)(A) above,
the  prepayment  premium shall be 1.0% of the unpaid  principal  balance of this
Note.

(d) Any  permitted  or  required  prepayment  of less than the unpaid  principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly  installments or change the amount of such  installments,  unless Lender
agrees otherwise in writing.

(e) Borrower  recognizes that any prepayment of the unpaid principal  balance of
this Note,  whether  voluntary or  involuntary  or  resulting  from a default by
Borrower,  will result in Lender's incurring loss, including  reinvestment loss,
additional expense and frustration or impairment of Lender's ability to meet its
commitments  to third  parties.  Borrower  agrees to pay to Lender  upon  demand
damages  for the  detriment  caused by any  prepayment,  and  agrees  that it is
extremely  difficult  and  impractical  to ascertain the extent of such damages.
Borrower  therefore  acknowledges  and agrees that the  formula for  calculating
prepayment  premiums set forth in this Note represents a reasonable  estimate of
the damages Lender will incur because of a prepayment.

(f) Borrower further acknowledges that the prepayment premium provisions of this
Note are a material part of the  consideration  for the Loan,  and  acknowledges
that the terms of this Note are in other  respects more favorable to Borrower as
a  result  of the  Borrower's  voluntary  agreement  to the  prepayment  premium
provisions.

11.  Costs and  Expenses.  To the  fullest  extent  allowed by  applicable  law,
Borrower  shall pay all expenses  and costs,  including  fees and  out-of-pocket
expenses  of  attorneys  (including  Lender's  in-house  attorneys)  and  expert
witnesses  and  costs of  investigation,  incurred  by Lender as a result of any
default under this Note or in connection  with efforts to collect any amount due
under  this  Note,  or to  enforce  the  provisions  of any of  the  other  Loan
Documents,  including those incurred in post-judgment  collection efforts and in
any  bankruptcy  proceeding  (including any action for relief from the automatic
stay of any  bankruptcy  proceeding)  or  judicial or  non-judicial  foreclosure
proceeding.

12.  Forbearance.  Any  forbearance  by Lender in exercising any right or remedy
under  this  Note,  the  Security  Instrument,  or any other  Loan  Document  or
otherwise  afforded by applicable  law, shall not be a waiver of or preclude the
exercise of that or any other right or remedy.  The  acceptance by Lender of any
payment after the due date of such  payment,  or in an amount which is less than
the required payment,  shall not be a waiver of Lender's right to require prompt
payment  when due of all other  payments or to exercise any right or remedy with
respect to any  failure to make  prompt  payment.  Enforcement  by Lender of any
security for  Borrower's  obligations  under this Note shall not  constitute  an
election by Lender of remedies so as to preclude the exercise of any other right
or remedy available to Lender.

13.  Waivers.  Presentment,  demand,  notice  of  dishonor,  protest,  notice of
acceleration,  notice of intent to demand or  accelerate  payment  or  maturity,
presentment  for  payment,  notice  of  nonpayment,   grace,  and  diligence  in
collecting  the  Indebtedness  are  waived by  Borrower  and all  endorsers  and
guarantors of this Note and all other third party obligors.

14. Loan Charges. Neither this Note nor any of the other Loan Documents shall be
construed  to create a contract for the use,  forbearance  or detention of money
requiring  payment of interest at a rate greater than the maximum  interest rate
permitted to be charged under applicable law. If any applicable law limiting the
amount of interest or other charges  permitted to be collected  from Borrower in
connection  with the Loan is  interpreted  so that any  interest or other charge
provided for in any Loan  Document,  whether  considered  separately or together
with other charges  provided for in any other Loan Document,  violates that law,
and Borrower is entitled to the benefit of that law,  that interest or charge is
hereby reduced to the extent necessary to eliminate that violation. The amounts,
if any,  previously  paid to Lender in excess of the permitted  amounts shall be
applied by Lender to reduce the unpaid  principal  balance of this Note. For the
purpose  of  determining  whether  any  applicable  law  limiting  the amount of
interest or other  charges  permitted  to be  collected  from  Borrower has been
violated,  all  Indebtedness  that  constitutes  interest,  as well as all other
charges made in connection with the Indebtedness that constitute interest, shall
be deemed to be allocated  and spread  ratably over the stated term of the Note.
Unless otherwise required by applicable law, such allocation and spreading shall
be  effected  in such a manner  that the rate of interest so computed is uniform
throughout the stated term of the Note.

15.  Commercial  Purpose.  Borrower  represents  that the  Indebtedness is being
incurred  by  Borrower  solely for the  purpose  of  carrying  on a business  or
commercial enterprise,  and not for personal,  family, household or agricultural
purposes.

16.  Counting  of  Days.  Except  where  otherwise  specifically  provided,  any
reference in this Note to a period of "days" means  calendar  days, not Business
Days.

17. Governing Law. This Note shall be governed by the law of the jurisdiction in
which the Land is located.

18.  Captions.  The captions of the paragraphs of this Note are for  convenience
only and shall be disregarded in construing this Note.

19.   Notices;   Written   Modifications.   All   notices,   demands  and  other
communications  required or permitted to be given by Lender to Borrower pursuant
to this  Note  shall be given in  accordance  with  Section  31 of the  Security
Instrument.  Any  modification  or amendment  to this Note shall be  ineffective
unless  in  writing  signed  by  the  party  sought  to  be  charged  with  such
modification or amendment;  provided,  however,  that in the event of a Transfer
under  the  terms  of  the  Security  Instrument,  any  or  some  or  all of the
Modifications  to Multifamily Note may be modified or rendered void by Lender at
Lender's option by notice to Borrower/transferee.

20. Consent to  Jurisdiction  and Venue.  Borrower  agrees that any  controversy
arising under or in relation to this Note shall be litigated  exclusively in the
jurisdiction  in which the Land is located (the  "Property  Jurisdiction").  The
state and federal  courts and  authorities  with  jurisdiction  in the  Property
Jurisdiction  shall have exclusive  jurisdiction  over all  controversies  which
shall arise under or in relation to this Note. Borrower  irrevocably consents to
service,  jurisdiction,  and venue of such  courts for any such  litigation  and
waives  any other  venue to which it might be  entitled  by virtue of  domicile,
habitual residence or otherwise.

21. WAIVER OF TRIAL BY JURY.  BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT A
TRIAL  BY JURY  WITH  RESPECT  TO ANY  ISSUE  ARISING  OUT OF  THIS  NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES  ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT  EXISTS NOW OR IN THE  FUTURE.  THIS WAIVER OF
RIGHT  TO  TRIAL  BY JURY IS  SEPARATELY  GIVEN  BY EACH  PARTY,  KNOWINGLY  AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

      ATTACHED EXHIBIT.  The following Exhibit is attached to this Note:

            -----
             X       Exhibit A     Modifications to Multifamily Note
            -----

      IN WITNESS WHEREOF, Borrower has signed and delivered this Note under seal
or has  caused  this  Note to be signed  and  delivered  under  seal by its duly
authorized representative. Borrower intends that this Note shall be deemed to be
signed and delivered as a sealed instrument.


                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


                                    CENTURY PROPERTIES GROWTH FUND XXII, A
                                    CALIFORNIA LIMITED PARTNERSHIP, a California
                                    limited partnership

                                    By:  Fox Partners IV, a California general
                                          partnership, its general partner


                                      By:  Fox Capital Management Corporation, a
                                           California corporation, its general
                                           partner



                                            By:  _____________________
                                                Patti K. Fielding
                                                Senior Vice President


                                 -----------------
                                 Borrower's Social Security/Employer ID Number

<PAGE>


PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE  CORPORATION,  WITHOUT  RECOURSE,
THIS 6th DAY OF SEPTEMBER, 2001.

GMAC COMMERCIAL MORTGAGE CORPORATION, a
   California corporation



By:_________________________________
   Robert D. Falese, III
   Vice President


<PAGE>


                                    EXHIBIT A

                        MODIFICATIONS TO MULTIFAMILY NOTE

1.    The first sentence of Paragraph 8 of the Note  ("Default  Rate") is hereby
      deleted and replaced with the following:

            So long as (a) any monthly  installment under this Note remains past
            due for more than thirty (30) days or (b) any other event of Default
            has  occurred  and is  continuing,  interest  under  this Note shall
            accrue on the unpaid  principal  balance from the earlier of the due
            date of the first unpaid  monthly  installment  or the occurrence of
            such other Event of Default, as applicable,  at a rate (the "Default
            Rate")  equal to the lesser of (1) the maximum  interest  rate which
            may be  collected  from  Borrower  under  applicable  law or (2) the
            greater of (i) three  percent (3%) above the  Interest  Rate or (ii)
            four percent  (4.0%) above the  then-prevailing  Prime Rate. As used
            herein,  the term  "Prime  Rate"  shall  mean  the rate of  interest
            announced by The Wall Street Journal from time to time as the "Prime
            Rate".

2.   Paragraph 9(c)of the Note is amended to add the following subparagraph (4):

(4)            failure  by  Borrower  to pay the  amount  of the water and sewer
               charges, taxes, fire, hazard or other insurance premiums,  ground
               rents,  assessments or other charges in accordance with the terms
               of the Security Instrument.

3.    Paragraph 19 is modified by deleting:  "; provided,  however,  that in the
      event of a Transfer  under the terms of the  Security  Instrument,  any or
      some or all of the  Modifications  to Multifamily  Note may be modified or
      rendered   void   by   Lender   at   Lender's    option   by   notice   to
      Borrower/transferee" in the last sentence of the Paragraph;  and by adding
      the following new sentence:

            The  Modifications  to Multifamily  Note set forth in this Exhibit A
            shall be null and void  unless  title to the  Mortgaged  Property is
            vested in an entity whose  Controlling  Interest(s)  are directly or
            indirectly  held by AIMCO  REIT or AIMCO OP. The  capitalized  terms
            used in this paragraph are defined in the Security Instrument.