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, 1997

                                      or

[ ]  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.)

                         One Insignia Financial Plaza
                       Greenville, South Carolina 29602
                   (Address of principal executive offices)


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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes  X  .  No      .



                           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, 1997



Assets
  Cash and cash equivalents                                            $ 2,787
  Restricted cash                                                          500
  Receivables and deposits                                               2,749
  Other assets                                                           1,777
  Investment properties:
    Land                                              $ 14,396
    Buildings and related personal property            116,308
                                                       130,704
    Less accumulated depreciation                      (51,100)         79,604

                                                                      $ 87,417

Liabilities and Partners' Capital (Deficit)
Liabilities
  Accounts payable                                                    $    580
  Tenant security deposits payable                                         363
  Accrued property taxes                                                 1,211
  Other liabilities                                                        708
  Mortgage notes payables                                               72,748

Partners' Capital (Deficit)
  Limited partners' (82,848 units issued and
     outstanding)                                     $ 19,193
  General partner's                                     (7,386)         11,807

                                                                      $ 87,417

            See Accompanying Notes to Consolidated Financial Statements


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,
                                       1997           1996           1997           1996
<S>                                 <C>            <C>            <C>            <C>
Revenues:
  Rental income                      $ 5,020        $ 4,887        $14,760        $14,514
  Other income                           326            276            923            753
    Total revenues                     5,346          5,163         15,683         15,267

Expenses:
  Operating                            3,048          2,363          7,842          7,384
  Interest                             1,431          1,557          4,417          5,019
  Depreciation                         1,000            966          2,961          2,867
  General and administrative             123             83            288            312
    Total expenses                     5,602          4,969         15,508         15,582

(Loss) income before
  extraordinary loss                    (256)           194            175           (315)

Extraordinary loss on early
  extinguishment of debt                  --             --             --           (481)

Net (loss) income                    $  (256)       $   194        $   175        $  (796)

Net (loss) income allocated to
  general partner                    $   (30)       $    23        $    21        $   (94)
Net (loss) income allocated to
  limited partners                      (226)           171            154           (702)
                                     $  (256)       $   194        $   175        $  (796)

Net (loss) income per limited
  partnership unit:
(Loss) income before
  extraordinary loss                 $ (2.73)       $  2.06        $  1.86        $ (3.35)
Extraordinary loss                        --             --             --          (5.12)
Net (loss) income per limited
 partnership unit                    $ (2.73)       $  2.06        $  1.86        $ (8.47)

Distribution per limited
  partnership unit                   $    --        $    --        $    --        $ 30.76
<FN>
              See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

 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's     Partners'        Total
<S>                               <C>          <C>           <C>            <C>
Original Capital Contributions     82,848       $    --       $82,848        $82,848

Partners' (deficit) capital at
  December 31, 1996                82,848       $(7,407)      $19,039        $11,632

Net income for the nine months
  ended September 30, 1997             --            21           154            175

Partners' (deficit) capital
  at September 30, 1997            82,848       $(7,386)      $19,193        $11,807
<FN>
              See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

d)                      CENTURY PROPERTIES GROWTH FUND XXII

                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (Unaudited)
                                   (in thousands)
<TABLE>
<CAPTION>
                                                               Nine Months Ended
                                                                 September 30,
                                                               1997          1996
<S>                                                        <C>          <C>
Cash flows from operating activities:
  Net income (loss)                                         $   175      $   (796)
  Adjustments to reconcile net income (loss) to cash
   provided by operating activities:
     Depreciation                                             2,961         2,867
     Amortization of loan costs                                 157           252
     Extraordinary loss on early
       extinguishment of debt                                    --           481
     Loss on disposal of property                                78            --
      Change in accounts:
       Receivables and deposits                                  16          (715)
       Other assets                                             (81)          (79)
       Accounts payable                                         268           (38)
       Tenant security deposits payable                          (6)          (12)
       Accrued property taxes                                    20           600
       Other liabilities                                          8           428

          Net cash provided by operating activities           3,596         2,988

Cash flows from investing activities:
  Deposits to restricted escrow                                (512)         (324)
  Withdrawals from restricted escrow                            122           290
  Property improvements and replacements                     (1,097)         (605)

          Net cash used in investing activities              (1,487)         (639)

Cash flows from financing activities:
  Mortgage principal payments                                  (416)         (414)
  Repayment of mortgage notes payable                            --       (48,018)
  Proceeds from long-term borrowings                             --        47,575
  Loan costs                                                    (17)       (1,448)
  Debt extinguishment costs                                      --          (402)
  Distributions paid to partners                                 --        (2,601)

          Net cash used in financing activities                (433)       (5,308)

Net increase (decrease) in unrestricted cash and
   cash equivalents                                           1,676        (2,959)

Unrestricted cash and cash equivalents at
   beginning of period                                        1,111         4,717

Unrestricted cash and cash equivalents at
   end of period                                           $  2,787      $  1,758

Supplemental information:
  Cash paid for interest                                   $  4,266      $  4,768
<FN>
          See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

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") 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, 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, 1997, are not necessarily indicative of the results that may be
expected for the fiscal year ended December 31, 1997.  For further information,
refer to the consolidated financial statements and footnotes thereto included in
the annual report of the Partnership on Form 10-KSB for the year ended December
31, 1996.

Certain reclassifications have been made to the 1996 information to conform to
the 1997 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 payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.

Fox Partners IV, a California general partnership, is the general partner of the
Partnership.  The general partners of Fox Partners IV are: FCMC, Fox Realty
Investors ("FRI"), a California general partnership, and Fox Associates 84, a
California general partnership.

Pursuant to a series of transactions which closed during 1996, affiliates of
Insignia Financial Group, Inc. ("Insignia") acquired all of the issued and
outstanding shares of stock of FCMC, NPI Equity Investments II, Inc. ("NPI
Equity"), the managing general partner of FRI, and National Property Investors,
Inc. ("NPI"), the sole stockholder of NPI Equity.  In connection with these
transactions, affiliates of Insignia appointed new officers and directors of NPI
Equity and FCMC.

On March 29, 1996, an affiliate of Insignia acquired the corporate general
partners owning 1% of the subsidiary partnerships which own Wood Creek, Four
Winds, Plantation Creek, Hampton Greens, Stoney Creek, Cooper's Pointe, Copper
Mill and Promontory Point.

The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred during the nine month periods ended September 30, 1997 and
1996 (in thousands):

<TABLE>
<CAPTION>
                                                         For the Nine Months Ended
                                                               September 30,
                                                             1997            1996
<S>                                                        <C>              <C>
Property management fees (included in operating
  expenses)                                                 $780             $755
Reimbursement for services of affiliates, including
  $52,000 and $13,000 of construction services
  reimbursements in 1997 and 1996, respectively
  (included in investment properties and
  operating and general and administrative expense)          170              139
</TABLE>

Additionally, in connection with the refinancing of Wood Creek, Four Winds, and
Plantation Creek (see "Note C"), Insignia Mortgage & Investment Company, an
affiliate of the Managing General Partner, received a brokerage fee of $192,000
in January 1996.  This amount is included in other assets and is being amortized
over the life of the loans.

For the period from January 19, 1996, to August 31, 1997, the Partnership
insured its properties under a master policy through an agency and insurer
unaffiliated with the Managing General Partner. An affiliate of the Managing
General Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the financial
obligations to the affiliate of the Managing General Partner who received
payments on these obligations from the agent. The amount of the Partnership's
insurance premiums accruing to the benefit of the affiliate of the Managing
General Partner by virtue of the agent's obligations is not significant.

On August 28, 1997, an Insignia affiliate (the "Purchaser") commenced tender
offers for limited partnership interests in six real estate limited partnerships
(including the Partnership) in which various Insignia affiliates act as general
partner.  The Purchaser offered to purchase up to 25,000 of the outstanding
units of limited partnership interest in the Partnership, at $275.00 per Unit,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated August 28, 1997 (the "Offer to Purchase")
and the related Assignment of Partnership Interest attached as Exhibits (a)(1)
and (a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1
originally filed with the Securities and Exchange Commission on August 28, 1997.
Because of the existing and potential future conflicts of interest (described in
the Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Managing General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase.

NOTE C - REFINANCING AND EXTRAORDINARY LOSS

On January 17, 1996, the Partnership refinanced the mortgages encumbering Wood
Creek, Four Winds, and Plantation Creek.  The new mortgages carry a stated
interest rate of 7.93% and are amortized over 30 years with balloon payments due
on February 1, 2006. On June 14, 1996, the Partnership refinanced the mortgage
encumbering Autumn Run. The new mortgage carried a stated interest rate of 8%
through July 1, 1996, and a rate equal to 2.50% plus the LIBO Rate thereafter.
The new mortgage matured November 15, 1996, and was refinanced at that time.
The current mortgage carries a stated interest rate of 7.33% and matures
November 1, 2003.  Loan costs are being amortized over the lives of the loans.

The refinancing of Wood Creek replaced indebtedness of $12,500,000 with a new
mortgage in the amount of $12,900,000.  Total capitalized loan costs were
$318,000. The early extinguishment of debt resulted in an extraordinary loss of
$350,000, arising from prepayment penalties and the write-off of unamortized
loan costs.  Wood Creek was also required to pay a release price of $1,500,000
which was used to paydown the mortgage on Promontory Point.  In connection with
the refinancing, the Partnership was required to transfer all the assets and
liabilities of Wood Creek to a newly formed subsidiary, Wood Creek CPGF 22, L.P.

The refinancing of Four Winds replaced indebtedness of $10,410,000 with a new
mortgage in the amount of $9,675,000.  Total capitalized loan costs were
$296,000. In connection with the refinancing, the Partnership was required to
transfer all the assets and liabilities of Four Winds to a newly formed
subsidiary, Four Winds CPGF 22, L.P.

The refinancing of Plantation Creek replaced indebtedness of $13,045,000 with a
new mortgage in the amount of $15,900,000.  Total capitalized loan costs were
$413,000. The early extinguishment of debt resulted in an extraordinary loss of
$131,000, arising from prepayment penalties and the write-off of unamortized
loan costs.  In connection with the refinancing, the Partnership was required to
transfer all the assets and liabilities of Plantation Creek to a newly formed
subsidiary, Plantation Creek CPGF 22, L.P.

The refinancing of Autumn Run replaced indebtedness of $10,563,000 with a new
mortgage in the amount of $9,100,000.  Total capitalized loan costs through
September 30, 1996, were $150,000.  Additional loan costs of approximately
$17,000 were paid during the nine months ended September 30, 1997.

NOTE D - DISTRIBUTIONS

In January, 1996, the Partnership distributed approximately $2,549,000 ($30.76
per limited partnership unit) to the limited partners and approximately $52,000
to the general partner from the proceeds from the sale of Monterey Village
Apartments in August 1995.

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

The Partnership's investment properties consist of nine apartment complexes.
The following table sets forth the average occupancy of the properties for the
nine month periods ended September 30, 1997 and 1996:

                                                  Average
                                                 Occupancy
Property                                     1997           1996

Cooper's Pointe Apartments
  North Charleston, South Carolina           97%             97%

Copper Mill Apartments
  Richmond, Virginia                         95%             95%

Four Winds Apartments
  Overland Park, Kansas                      99%             97%

Autumn Run Apartments
  Naperville, Illinois                       93%             92%

Plantation Creek Apartments
  Atlanta, Georgia                           92%             97%

Wood Creek Apartments
  Mesa, Arizona                              93%             95%

Promontory Point Apartments
  Austin, Texas                              90%             91%

Hampton Greens Apartments
  Dallas, Texas                              91%             94%


Stoney Creek Apartments
  Dallas, Texas                              94%             92%

The Managing General Partner attributes the decrease in occupancy at Plantation
Creek to competition in the property's market.  One new complex has been opened
and another has undergone a complete rehabilitation project.  Rental concessions
are being offered to new tenants in an effort to increase occupancy.

The Partnership's net loss and income for the three and nine month periods ended
September 30, 1997, was approximately $256,000 and $175,000, respectively,
compared to net income and loss of approximately $194,000 and $796,000,
respectively, for the corresponding periods of 1996.  The increase in net income
for the nine months ended September 30, 1997, is partially attributable to the
extraordinary loss on early extinguishment of debt in 1996 from the refinancing
of Plantation Creek and Wood Creek (see "Item 1. Note C - Refinancing and
Extraordinary Loss").  The increase in net income for the nine months ended
September 30, 1997, is also partially attributable to a decrease in interest
expense.  The decrease in interest expense is due to a lower interest rate on
the refinanced mortgages of Autumn Run, Wood Creek, and Four Winds, which
occurred in 1996, as well as a pay-down of $1,500,000 on the mortgage
encumbering Promontory Point. Also contributing to the increase in net income
for the nine month period was an increase in other income due to increases in
revenues received from corporate units and lease cancellation fees.  Partially
offsetting the decrease in interest expense and the increase in other income was
an increase in operating  expenses for the three and nine month periods ended
September 30, 1997,  primarily due to increases in exterior painting at Hampton
Greens, Four Winds and Autumn Run and an increase in exterior building repairs
at Hampton Greens. Included in operating expense is approximately $651,000 of
major repairs and maintenance comprised primarily of exterior painting, major
landscaping, and exterior building repairs for the nine months ended September
30, 1997.  For the nine months ended September 30, 1996, approximately $354,000
of major repairs and maintenance is included in operating expense comprised
primarily of interior and exterior building repairs and major landscaping.  In
addition, operating expenses increased due to an increase in rental concessions
at Plantation Creek in an effort to increase occupancy. General and
administrative expenses increased for the three month period ended September 30,
1997, primarily due to an increase in professional fees.

Promontory Point suffered some roof damage from a storm with high winds during
the third quarter of 1997.  The estimated cost to repair the roofs, which is
covered by insurance, has not yet been determined at September 30, 1997.  It is
estimated that work to repair the roofs will begin in the fourth quarter of
1997.

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.

At September 30, 1997, the Partnership had unrestricted cash of approximately
$2,787,000 compared to approximately $1,758,000 at September 30, 1996.  Net cash
provided by operating activities increased primarily as a result of decreased
interest expense, as discussed above.  Net cash used in investing activities
increased due to an increase in property improvements and replacements and
deposits to restricted escrows and a reduction in withdrawals from restricted
escrows.  Net cash used in financing activities decreased due to costs incurred
by the Partnership in obtaining new financing on four of its properties during
the nine month period ended September 30, 1996.  In addition, the Partnership
paid a distribution of approximately $2,601,000 to its partners during 1996.

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.  The
mortgage indebtedness of approximately $72,748,000 is amortized over varying
periods with balloon payments ranging from December 1999, to February 2006.
Future cash distributions will depend on the levels of cash generated from
operations, property sales, and the availability of cash reserves.  In January
1996, the Partnership distributed $2,549,000 ($30.76 per limited partnership
unit) to the limited partners and approximately $52,000 to the general partner
from the proceeds received from the sale of the Partnership's Monterey Village
property.  No other distributions have been made in 1996 or 1997.

On August 28, 1997, an Insignia affiliate (the "Purchaser") commenced tender
offers for limited partnership interests in six real estate limited partnerships
(including the Partnership) in which various Insignia affiliates act as general
partner.  The Purchaser offered to purchase up to 25,000 of the outstanding
units of limited partnership interest in the Partnership, at $275.00 per Unit,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated August 28, 1997 (the "Offer to Purchase")
and the related Assignment of Partnership Interest attached as Exhibits (a)(1)
and (a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1
originally filed with the Securities and Exchange Commission on August 28, 1997.
Because of the existing and potential future conflicts of interest (described in
the Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Managing General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase.



                          PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

In August 1997, an Insignia affiliate (the "Purchaser") commenced tender offers
for limited partner interests in six real estate limited partnerships including
the Partnership (collectively, the "Tender Partnerships"), in which various
Insignia affiliates act as general partner.  On September 5, 1997, a partnership
claiming to be a holder of limited partnership units in one of the Tender
Partnerships, filed a complaint with respect to a putative class action in the
Court of Chancery in the State of Delaware in and for New Castle County (the
"City Partnerships complaint") challenging the actions of the defendants
(including Insignia, certain Insignia affiliates) in connection with the tender
offers.  Neither the Partnership nor the Managing General Partner were named as
defendants in the action.  The City Partnerships complaint alleges that, among
other things, the defendants have intentionally mismanaged the Tender
Partnerships and coerced the limited partners into selling their units pursuant
to the tender offers for substantially lower prices than the units are worth.
The plaintiffs also allege that the defendants breached an alleged duty to
provide an independent analysis of the fair market value of the limited
partnership units, failed to appoint a disinterested committee to review the
tender offer and did not adequately consider other alternatives available to the
limited partners.

On September 8, 1997, persons claiming to be holders of limited partnership
units in the Tender Partnerships filed a complaint with respect to a putative
class action and derivative suit in the Superior Court for the State of
California for the County of San Mateo (the "Kline complaint") challenging the
actions of the defendants (including Insignia, certain Insignia affiliates and
the Tender Partnerships) in connection with the tender offers.  The Kline
complaint alleges that, among other things, the defendants have intentionally
mismanaged the Tender Partnerships and that, as a result of the tender offers,
the Purchaser will acquire effective voting control over the Tender Partnerships
at substantially lower prices than the units are worth.  On September 24, 1997,
the court denied the plaintiffs' application for a temporary restraining order
and their request for preliminary injunctive relief preventing the completion of
the tender offers.

On September 10, 1997, persons claiming to be holders of limited partnership
units in the Tender Partnerships filed a complaint with respect to a putative
class action and derivative suit in the Superior Court for the State of
California for the County of Alameda (the "Heller complaint") challenging the
actions of the defendants (including Insignia, certain Insignia affiliates and
the Tender Partnerships) in connection with the tender offers.  The Heller
complaint alleges that, among other things, the defendants have intentionally
mismanaged the Tender Partnerships and that, as a result of the tender offers,
the Purchaser will acquire effective voting control of the Tender Partnerships
at substantially lower prices than the units are worth.  The Plaintiffs also
allege that the defendants breached an alleged duty to retain an independent
advisor to consider alternatives to the tender offers.

The Managing General Partner believes that the allegations contained in the City
Partnerships, Kline and Heller complaints are without merit and intends to
vigorously contest each of those complaints to which it and the Partnership have
been named as defendants.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

  b)  Reports on Form 8-K: None filed during the quarter ended September 30, 
      1997.



                                     SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





                           CENTURY PROPERTIES GROWTH FUND XXII


                           By:  FOX PARTNERS IV
                                Its General Partner


                           By:  FOX CAPITAL MANAGEMENT CORPORATION,
                                Managing General Partner



                           By:  /s/William H. Jarrard, Jr.
                                William H. Jarrard, Jr.
                                President and Director


                           By:  /s/Ronald Uretta
                                Ronald Uretta

                                Vice President and Treasurer

                           Date: November 6, 1997