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

                                   Form 10-QSB

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

                 For the quarterly period ended June 30, 2002


[ ]   TRANSITION REPORT UNDER 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)

<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS



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

                                  June 30, 2002

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 994
   Receivables and deposits                                                   1,121
   Restricted escrows                                                           379
   Other assets                                                               1,228
   Investment properties:
      Land                                                   $ 12,707
      Buildings and related personal property                 115,060
                                                              127,767
      Less accumulated depreciation                           (65,509)       62,258
                                                                           $ 65,980
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                          $ 325
   Tenant security deposit liabilities                                          297
   Accrued property taxes                                                     1,098
   Other liabilities                                                            705
   Mortgage notes payable                                                    67,698

Partners' (Deficit) Capital
   General partner                                           $ (7,973)
   Limited partners (82,848 units issued and
      outstanding)                                              3,830        (4,143)
                                                                           $ 65,980



         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>


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

<TABLE>
<CAPTION>

                                            Three Months Ended         Six Months Ended
                                                 June 30,                  June 30,
                                            2002         2001          2002        2001
Revenues:                                             (Restated)                (Restated)
<S>                                       <C>           <C>          <C>          <C>
  Rental income                           $ 4,493       $ 4,874      $ 8,989      $ 9,765
  Other income                                383           347          809          652
  Casualty gain                                --            --           13           --
     Total revenues                         4,876         5,221        9,811       10,417

Expenses:
  Operating                                 1,787         1,755        3,727        3,389
  General and administrative                  106           143          259          282
  Depreciation                              1,174         1,141        2,360        2,272
  Interest                                  1,353         1,303        2,711        2,613
  Property taxes                              449           458          960          907
     Total expenses                         4,869         4,800       10,017        9,463

Income (loss) from continuing
  operations                                    7           421         (206)         954
Income from discontinued operations            --            82           --          256

Net income (loss)                           $ 7          $ 503        $ (206)     $ 1,210

Net income (loss) allocated to
  general partner                           $ 1          $ 59         $ (24)       $ 143
Net income (loss) allocated to
  limited partners                              6           444         (182)       1,067

                                            $ 7          $ 503        $ (206)     $ 1,210
Per limited partnership unit:
  Income (loss) from continuing
    operations                             $ 0.07       $ 4.49       $ (2.20)     $ 10.16
  Income from discontinued operations          --          0.87           --         2.72

Net income (loss) per limited
  partnership unit                         $ 0.07       $ 5.36       $ (2.20)     $ 12.88

Distributions per limited partnership
  unit                                     $ 9.56       $ 14.41      $ 15.38      $ 31.84

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>


                     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, 2001                  82,848     $(7,778)     $ 5,286      $(2,492)

Net loss for the six months
   ended June 30, 2002                    --         (24)        (182)        (206)

Distributions to partners                 --        (171)      (1,274)      (1,445)

Partners' (deficit) capital at
   June 30, 2002                      82,848     $(7,973)     $ 3,830      $(4,143)

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

                                                                 Six Months Ended
                                                                        June 30,
                                                                 2002         2001
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net (loss) income                                             $ (206)      $ 1,210
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
     Depreciation                                                 2,360        2,499
     Bad debt                                                       319           --
     Amortization of loan costs                                      93          105
     Casualty gain                                                  (13)         (74)
     Change in accounts:
      Receivables and deposits                                       47          354
      Other assets                                                 (161)        (171)
      Accounts payable                                               (5)         243
      Tenant security deposit liabilities                             2          (19)
      Accrued property taxes                                       (117)          87
      Other liabilities                                              94          (97)
        Net cash provided by operating activities                 2,413        4,137

Cash flows from investing activities:
  Property improvements and replacements                           (788)      (1,234)
  Net (deposits to) withdrawals from restricted escrows            (108)          62
  Insurance proceeds received                                        13          104
        Net cash used in investing activities                      (883)      (1,068)

Cash flows from financing activities:
  Principal payments on mortgage notes payable                     (539)        (334)
  Distributions to partners                                      (1,445)      (2,991)
        Net cash used in financing activities                    (1,984)      (3,325)

Net decrease in cash and cash equivalents                          (454)        (256)

Cash and cash equivalents at beginning of period                  1,448        1,765
Cash and cash equivalents at end of period                       $ 994       $ 1,509

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 2,618      $ 2,787

At  June  30,  2002  and  December  31,  2001,  accounts  payable  and  property
improvements  and  replacements  were  adjusted  by  approximately  $55,000  and
$116,000, respectively.

         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.  In the  opinion of Fox  Capital  Management  Corporation
("FCMC" or the  "Managing  General  Partner"),  a  California  corporation,  the
managing general partner of the Partnership's  general partner,  all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been included.  Operating results for the three and six month
periods ended June 30, 2002, are not necessarily  indicative of the results that
may be expected  for the fiscal  year  ending  December  31,  2002.  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, 2001. The Managing  General  Partner is a wholly
owned subsidiary of Apartment  Investment and Management  Company  ("AIMCO"),  a
publicly traded real estate investment trust.

Effective  April  1,  2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived Assets", which established standards for the way that public business
enterprises  report  information  about long-lived  assets that are either being
held for sale or have  already  been  disposed  of by sale or other  means.  The
standard  requires  that results of  operations  for a long-lived  asset that is
being  held  for  sale  or  has  already  been  disposed  of  be  reported  as a
discontinued  operation  on  the  statement  of  operations.  As a  result,  the
accompanying  consolidated  statements  of  operations  have been restated as of
January 1, 2001 to reflect the  operations of Stoney Creek  Apartments as income
from  discontinued  operations  due to its sale in July  2001.  The  Partnership
recognized  income from  discontinued  operations of  approximately  $256,000 on
revenues of approximately $1,321,000 for the six months ended June 30, 2001.

Reclassifications

Certain  reclassifications have been made to the 2001 balances to conform to the
2002 presentation.

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  $517,000  and $600,000 for the six months ended June 30, 2002 and
2001,  respectively,  which is included in  operating  expenses  and income from
discontinued operations.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $170,000 and $110,000 for the
six months  ended June 30,  2002 and 2001,  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  $80,000 and $26,000
for the six months ended June 30, 2002 and 2001, respectively.  The construction
management  service fees are  calculated  based on a percentage  of current year
additions to investment properties.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership,  the Managing  General Partner is entitled to receive a Partnership
management fee equal to 10% of the  Partnership's  adjusted cash from operations
as  distributed.  Approximately  $145,000 of  Partnership  management  incentive
allocation was paid along with the distributions from operations made during the
six months  ended June 30,  2002.  During  the six months  ended June 30,  2001,
approximately  $299,000 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.

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.

Beginning in 2001, the  Partnership  began insuring 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 the six months ended June
30,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately  $216,000 and $214,000,  respectively,  for insurance coverage and
fees associated with policy claims administration.

Note C - Casualty Gains

In July 2001,  flood damage occurred in a unit at Wood Creek Apartments due to a
water main break.  During 2001,  the  destroyed  assets were written off and the
Partnership recognized a casualty gain of approximately $46,000.  During the six
months ended June 30, 2002, the final  insurance  proceeds were received and the
Partnership recognized an additional casualty gain of approximately $13,000.

During the six months ended June 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  fixed assets being written off. This casualty gain is included
in  income  from  discontinued  operations  on  the  accompanying   consolidated
statements of operations.

Note D - Casualty Event

In January  2002, a fire occurred at Promontory  Point  Apartments  which caused
damage to 24 units of the complex. The restoration will be complete during 2002.
The Managing  General Partner does not anticipate that this casualty will result
in a loss to the Partnership.

Note E - 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 was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its entirety through November 7, 2002 so that the parties can
have an opportunity to discuss settlement.

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. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint. The parties are currently in the midst of briefing that appeal.

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.



<PAGE>




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

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

The Partnership's  investment  properties consist of eight apartment  complexes.
The following table sets forth the average  occupancy for each of the properties
for the six months ended June 30, 2002 and 2001:

                                                   Average Occupancy
      Property                                      2002       2001

      Cooper's Pointe Apartments (1)                91%        88%
         North Charleston, South Carolina
      Copper Mill Apartments                        95%        97%
         Richmond, Virginia
      Four Winds Apartments (1)                     96%        92%
         Overland Park, Kansas
      Autumn Run Apartments (2)                     93%        96%
         Naperville, Illinois
      Plantation Creek Apartments (3)               83%        90%
         Atlanta, Georgia
      Wood Creek Apartments (4)                     88%        94%
         Mesa, Arizona
      Promontory Point Apartments (5)               84%        91%
         Austin, Texas
      Hampton Greens Apartments                     92%        91%
         Dallas, Texas

(1)   The increase in occupancy at Cooper's Pointe and Four Winds  Apartments is
      due to an aggressive marketing and resident retention program.

(2)   The decrease in occupancy at Autumn Run  Apartments  is due to the loss of
      high  technology  jobs  in  the  Naperville  area  as  well  as  increased
      competition in the area as a result of new construction.

(3)   The decrease in  occupancy  at  Plantation  Creek  Apartments  is due to a
      slower  economy  in the area  during the six  months  ended June 30,  2002
      versus the comparable period of 2001.

(4)   The  decrease  in  occupancy  at  Wood  Creek  Apartments  is due to  road
      construction in the surrounding area.

(5)   The decrease in occupancy at Promontory  Point Apartments is primarily due
      to a fire that caused damage to 24 units in January 2002.

Results of Operations

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived Assets", which established standards for the way that public business
enterprises  report  information  about long-lived  assets that are either being
held for sale or have  already  been  disposed  of by sale or other  means.  The
standard  requires  that results of  operations  for a long-lived  asset that is
being  held  for  sale  or  has  already  been  disposed  of  be  reported  as a
discontinued  operation  on  the  statement  of  operations.  As a  result,  the
accompanying  consolidated  statements  of  operations  have been restated as of
January 1, 2001 to reflect the  operations of Stoney Creek  Apartments as income
from  discontinued  operations  due to its sale in July  2001.  The  Partnership
recognized  income from  discontinued  operations of  approximately  $256,000 on
revenues of approximately $1,321,000 for the six months ended June 30, 2001.

The Partnership  recognized a loss from continuing operations for the six months
ended June 30, 2002 of approximately $206,000 compared to income from continuing
operations  of  approximately  $954,000  for the six months ended June 30, 2001.
Income from continuing operations decreased due to an increase in total expenses
and a decrease in total revenues.

The increase in total expenses was due to increases in operating,  depreciation,
interest  and property  tax  expenses.  Operating  expense  increased  due to an
increase  in property  insurance  premiums  at all of the  remaining  investment
properties   and   increases  in  the  cost  of  courtesy   patrol,   utilities,
administrative   and  maintenance   expenses  at  Plantation  Creek  Apartments.
Depreciation  expense  increased due to property  improvements  and replacements
placed  into  service  during  the  past  twelve  months  which  are  now  being
depreciated.  Interest expense  increased due to the refinancing of the mortgage
note payable encumbering Autumn Run Apartments in September 2001 which created a
higher average debt balance during 2002.  Property tax expense  increased due to
an  additional  billing in 2002 by the local taxing  authorities  related to the
2001 tax year at Cooper's Pointe  Apartments  along with  adjustments to the tax
accruals for Autumn Run and Promontory Point as a result of an increase in taxes
owed for the properties.

Total  revenues  decreased as a result of a decrease in rental income  partially
offset by an increase in other income,  and to a lesser extent,  a casualty gain
at Wood Creek Apartments. Rental income decreased due to a decrease in occupancy
at  five  of the  Partnership's  eight  investment  properties  coupled  with an
increase in bad debt expense  primarily at Plantation  Creek  Apartments.  Other
income  increased  due to  increases  in  utility  reimbursements  at all of the
investment properties.

In July 2001,  flood damage occurred in a unit at Wood Creek Apartments due to a
water main break.  During 2001,  the  destroyed  assets were written off and the
Partnership recognized a casualty gain of approximately $46,000.  During the six
months ended June 30, 2002, the final  insurance  proceeds were received and the
Partnership recognized an additional casualty gain of approximately $13,000.

The  Partnership  recognized  income from  continuing  operations  for the three
months ended June 30, 2002 of approximately  $7,000 as compared to approximately
$421,000 for the comparable  period in 2001.  Income from continuing  operations
decreased due to an increase in total expenses and a decrease in total revenues.
Total  expenses  increased  due to increases  in  operating,  depreciation,  and
interest  expenses,  as  discussed  above.  Total  revenues  decreased  due to a
decrease in rental  income  slightly  offset by an  increase in other  income as
discussed above.

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.  General and  administrative  expenses decreased for both the
three and six months ended June 30, 2002 as compared to the same periods in 2001
as a result of a decrease in professional fees.

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 June 30, 2002, the Partnership had cash and cash equivalents of approximately
$994,000 as compared to approximately $1,509,000 at June 30, 2001. Cash and cash
equivalents  decreased  approximately  $454,000  from  December  31,  2001.  The
decrease in cash and cash  equivalents  is due to  approximately  $1,984,000 and
$883,000 of cash used in financing and investing activities, respectively, which
was partially offset by  approximately  $2,413,000 of cash provided by operating
activities.  Cash used in financing activities consists of cash distributions to
partners  and, to a lesser  extent,  principal  payments  made on the  mortgages
encumbering  the  Partnership's  investment  properties.  Cash used in investing
activities  consists of property  improvements and replacements and net deposits
to  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.  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  $130,000 has been budgeted for capital  improvements  at Cooper's
Pointe consisting primarily of roof, appliance, and floor covering replacements.
The  Partnership  completed  approximately  $81,000 in capital  expenditures  at
Cooper's Pointe Apartments during the six months ended June 30, 2002, consisting
primarily  of floor  covering and roof  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.

Copper Mill

Approximately  $66,000 has been budgeted for capital improvements at Copper Mill
consisting primarily of floor covering  replacements.  The Partnership completed
approximately  $35,000 in capital  expenditures at Copper Mill Apartments during
the six months  ended June 30,  2002,  consisting  primarily  of floor  covering
replacements  and maintenance  equipment.  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.

Four Winds

Approximately  $222,000 has been budgeted for capital improvements at Four Winds
consisting   primarily  of  appliance,   floor  covering  and  air  conditioning
replacements,  major  landscaping and structural  improvements.  The Partnership
completed   approximately   $121,000  in  capital  expenditures  at  Four  Winds
Apartments  during the six months ended June 30, 2002,  consisting  primarily of
major landscaping,  exterior painting,  floor covering and furniture and fixture
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  $123,000 has been budgeted for capital improvements at Autumn Run
consisting  primarily  of  appliance,  air  conditioning,  lighting,  and  floor
covering   replacements  and  major  landscaping.   The  Partnership   completed
approximately  $85,000 in capital  expenditures at Autumn Run Apartments  during
the  six  months  ended  June  30,  2002,  consisting  primarily  of  structural
improvements,   floor  covering  replacements  and  electrical  upgrades.  These
improvements were funded from operating cash flow.  Additional  improvements may
be  considered  and will depend on the  physical  condition  of the property and
anticipated cash flow generated by the property.

Plantation Creek

Approximately  $191,000 has been budgeted for capital improvements at Plantation
Creek  consisting  primarily  of  structural  improvements  and  floor  covering
replacements.  The  Partnership  completed  approximately  $150,000  in  capital
expenditures at Plantation Creek Apartments during the six months ended June 30,
2002, consisting primarily of building  improvements,  flooring,  countertop and
appliance replacements. These improvements were funded from operating cash flow.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Wood Creek

Approximately  $150,000 has been budgeted for capital improvements at Wood Creek
consisting  primarily of window treatments,  appliances,  air conditioning units
and floor covering replacements. The Partnership completed approximately $78,000
in capital  expenditures  at Wood Creek  Apartments  during the six months ended
June 30, 2002, consisting primarily of air conditioning units 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  $187,000 has been budgeted for capital improvements at Promontory
Point  consisting  primarily of roof and floor  covering  replacements  and fire
safety improvements. The Partnership completed approximately $140,000 in capital
expenditures at Promontory Point Apartments during the six months ended June 30,
2002, consisting primarily of major landscaping,  swimming pool construction 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.

Hampton Greens

Approximately  $95,000 has been  budgeted  for capital  improvements  at Hampton
Greens consisting primarily of floor covering and air conditioning  replacements
and structural improvements.  The Partnership completed approximately $37,000 in
capital  expenditures at Hampton Greens  Apartments  during the six months ended
June 30,  2002,  consisting  primarily of floor  covering  and plumbing  fixture
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.

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.

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 principal and interest are due on the
first day of each month until the loan  matures on October 1, 2021 at which time
the loan is scheduled to be fully  amortized.  At June 30, 2002,  the balance of
this mortgage is approximately $12,920,000.

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 $54,778,000 is being
amortized  over  varying  periods  with  balloon  payments  of  $47,916,000  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.

Pursuant to the Partnership Agreement,  the term of the Partnership is scheduled
to expire on December 31, 2010. Accordingly,  prior to such date the Partnership
will need to either  sell its  investment  properties  or extend the term of the
Partnership.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2002 and 2001 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                      Six Months      Per Limited       Six Months      Per Limited
                        Ended         Partnership         Ended         Partnership
                    June 30, 2002         Unit        June 30, 2001         Unit

<S>                     <C>              <C>              <C>              <C>
Operations              $1,445           $15.38           $2,991           $31.84
</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  additional  distributions to its
partners during the remainder of 2002 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 45,396.50 limited partnership units
(the "Units") in the Partnership representing 54.80% of the outstanding Units at
June 30, 2002. 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 of limited partnership interest in the Partnership
in  exchange  for  cash or a  combination  of cash and  units  in the  operating
partnership of AIMCO either through  private  purchases or tender offers.  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  54.80%  of the  outstanding  Units,  AIMCO  is in a  position  to
influence all voting  decisions with respect to the Registrant.  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 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 Partnerships 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  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.



<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 was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants oppose the motion. On April 29, 2002, the Court heard argument on the
motion and ordered  further  briefing  after which time the matter will be taken
under  submission.  On April 29, 2002,  the Court held a hearing on  plaintiffs'
motion  for class  certification  and took the  matter  under  submission  after
further briefing, as ordered by the court, was submitted by the parties. On July
10, 2002,  the Court entered an order vacating the current trial date of January
13, 2003 (as well as the pre-trial and discovery  cut-off  dates) and stayed the
case in its  entirety  through  November 7, 2002 so that the parties can have an
opportunity to discuss settlement.

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. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint. The parties are currently in the midst of briefing that appeal.

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.

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 99,  Certification  of Chief  Executive  Officer and
                  Chief Financial Officer.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended June 30, 2002.



<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/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: August 14, 2002


<PAGE>


Exhibit 99


                          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 June 30,
2002 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  Patrick  J. Foye,  as the  equivalent  of the Chief  Executive
Officer of the  Partnership,  and Paul J.  McAuliffe,  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/  Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  August 14, 2002


                                    /s/  Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 14, 2002


This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002, be deemed filed by the  Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.