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 March 31, 2006





[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





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 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 ___



Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of Exchange Act).   Yes _  No _X_







PART I  FINANCIAL INFORMATION



ITEM 1.

FINANCIAL STATEMENTS





CENTURY PROPERTIES GROWTH FUND XXII

CONSOLIDATED BALANCE SHEET

(Unaudited)

(in thousands, except unit data)



March 31, 2006







|                                               |           |         
|---------------------------------------------- | --------- | --------
|                                               |           |         
|Assets                                         |           |         
|Cash and cash equivalents                      |           | $  2,216
|Receivables and deposits                       |           | 1,486   
|Restricted escrows                             |           | 653     
|Other assets                                   |           | 1,469   
|Investment properties:                         |           |         
|Land                                           | $ 11,336  |         
|Buildings and related personal property        | 106,199   |         
|                                               | 117,535   |         
|Less accumulated depreciation                  | (71,064)  | 46,471  
|                                               |           | $52,295 
|Liabilities and Partners' (Deficiency) Capital |           |         
|Liabilities                                    |           |         
|Accounts payable                               |           | $    494
|Tenant security deposit liabilities            |           | 281     
|Accrued property taxes                         |           | 874     
|Other liabilities                              |           | 476     
|Mortgage notes payable                         |           | 52,694  
|                                               |           |         
|Partners' (Deficiency) Capital (Note E)        |           |         
|General partner                                | $ (7,472) |         
|Limited partners (82,848 units issued and      |           |         
|outstanding)                                   | 4,948     | (2,524) 
|                                               |           | $52,295 





















See Accompanying Notes to Consolidated Financial Statements















CENTURY PROPERTIES GROWTH FUND XXII

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)







|                                                 |                    |           
|------------------------------------------------ | ------------------ | ----------
|                                                 | Three Months Ended
|                                                 | March 31,         
|                                                 | 2006               | 2005      
|                                                 |                    | (Restated)
|Revenues:                                        |                    |           
|Rental income                                    | $3,817             | $3,542    
|Other income                                     | 439                | 331       
|Total revenues                                   | 4,256              | 3,873     
|                                                 |                    |           
|Expenses:                                        |                    |           
|Operating                                        | 1,919              | 1,725     
|General and administrative                       | 125                | 119       
|Depreciation                                     | 1,190              | 1,083     
|Interest                                         | 903                | 1,148     
|Property taxes                                   | 435                | 435       
|Total expenses                                   | 4,572              | 4,510     
|                                                 |                    |           
|Loss from continuing operations                  | $ (316)            | $ (637)   
|Loss from discontinued operations                | --                 | (25)      
|Gain on sale of discontinued operations (Note A) | 100                | --        
|Net loss                                         | (216)              | (662)     
|                                                 |                    |           
|Net loss allocated to general partner            | $  (26)            | $  (78)   
|Net loss allocated to limited partners           | (190)              | (584)     
|                                                 |                    |           
|                                                 | $(216)             | $(662)    
|                                                 |                    |           
|Per limited partnership unit:                    |                    |           
|Loss from continuing operations                  | $(3.35)            | $(6.78)   
|Loss from discontinued operations                | --                 | (0.27)    
|Gain on sale of discontinued operations          | 1.06               | --        
|                                                 | $(2.29)            | $(7.05)   
|                                                 |                    |           
|Distributions per limited partnership unit       | $25.55             | $--       









See Accompanying Notes to Consolidated Financial Statements















CENTURY PROPERTIES GROWTH FUND XXII

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL

(Unaudited)

(in thousands, except unit data)







|                               |             |          |          |         
|------------------------------ | ----------- | -------- | -------- | --------
|                               | Limited     |          |          |         
|                               | Partnership | General  | Limited  |         
|                               | Units       | Partner  | Partners | Total   
|                               |             |          |          |         
|Original capital contributions | 82,848      | $--      | $82,848  | $82,848 
|                               |             |          |          |         
|Partners' (deficiency) capital |             |          |          |         
|at December 31, 2005           | 82,848      | $(7,403) | $ 7,255  | $  (148)
|                               |             |          |          |         
|Distributions to partners      | --          | (43)     | (2,117)  | (2,160) 
|                               |             |          |          |         
|Net loss for the three months  |             |          |          |         
|ended March 31, 2006           | --          | (26)     | (190)    | (216)   
|                               |             |          |          |         
|Partners' (deficiency) capital |             |          |          |         
|at March 31, 2006              | 82,848      | $(7,472) | $4,948   | $(2,524)























































See Accompanying Notes to Consolidated Financial Statements









CENTURY PROPERTIES GROWTH FUND XXII

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

|                                                       |                    |         
|------------------------------------------------------ | ------------------ | --------
|                                                       | Three Months Ended
|                                                       | March 31,         
|                                                       | 2006               | 2005    
|Cash flows from operating activities:                  |                    |         
|Net loss                                               | $  (216)           | $  (662)
|Adjustments to reconcile net loss to net cash provided |                    |         
|by operating activities:                               |                    |         
|Depreciation                                           | 1,190              | 1,299   
|Bad debt                                               | 69                 | 55      
|Amortization of loan costs                             | 24                 | 46      
|Gain on sale of investment property                    | (100)              | --      
|Change in accounts:                                    |                    |         
|Receivables and deposits                               | 130                | (69)    
|Other assets                                           | (340)              | 62      
|Accounts payable                                       | 24                 | (130)   
|Tenant security deposit liabilities                    | 9                  | (11)    
|Accrued property taxes                                 | 253                | (115)   
|Due to affiliates                                      | --                 | 81      
|Other liabilities                                      | (24)               | (70)    
|Net cash provided by operating activities              | 1,019              | 486     
|Cash flows from investing activities:                  |                    |         
|Net deposits to restricted escrows                     | (388)              | (102)   
|Property improvements and replacements                 | (511)              | (953)   
|Net cash used in investing activities                  | (899)              | (1,055) 
|Cash flows from financing activities:                  |                    |         
|Repayment of advances from affiliate                   | --                 | (62)    
|Advances from affiliate                                | --                 | 1,125   
|Distributions to partners                              | (2,160)            | --      
|Principal payments on mortgage notes payable           | (213)              | (352)   
|Loan costs paid                                        | (98)               | --      
|Repayment of mortgage note payable                     | (13,952)           | --      
|Proceeds from mortgage note payable                    | 6,000              | --      
|Net cash (used in) provided by financing               |                    |         
|activities                                             | (10,423)           | 711     
|Net (decrease) increase in cash and cash equivalents   | (10,303)           | 142     
|Cash and cash equivalents at beginning of period       | 12,519             | 698     
|Cash and cash equivalents at end of period             | $2,216             | $840    
|Supplemental disclosure of cash flow information:      |                    |         
|Cash paid for interest                                 | $863               | $1,298  
|Supplemental information of non-cash activity:         |                    |         
|Property improvements and replacements included in     |                    |         
|accounts payable                                       | $100               | $226    



Approximately $111,000 and $534,000 of property improvements and replacements included in accounts payable at December 31, 2005 and 2004, respectively, were included in property improvements and replacements for the three months ended March 31, 2006 and 2005.



See Accompanying Notes to Consolidated Financial Statements









CENTURY PROPERTIES GROWTH FUND XXII

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)





Note A  Basis of Presentation



The accompanying unaudited consolidated financial statements of Century Properties Growth Fund XXII (the "Partnership" or "Registrant") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Fox Partners IV, a California general partnership, is the general partner of the Partnership. The general partners of Fox Partners IV are Fox Capital Management Corporation ("FCMC" or the "Managing General Partner"), a California corporation, Fox Realty Investors ("FRI"), a California general partnership, and Fox Partners 84, a California general partnership. The Managing General Partner is a wholly owned subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. In the opinion of FCMC, the managing general partner of the Partnership's general partner, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2006, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2006. 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, 2005.



In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the accompanying consolidated statement of operations has been restated as of January 1, 2005 to reflect the operations of Four Winds Apartments as loss from discontinued operations due to its sale in December 2005.  Included in loss from discontinued operations for the three months ended March 31, 2005 are revenues of approximately $665,000 generated by the property. The additional gain recognized during the three months ended March 31, 2006 is due to an adjustment to estimated closing costs.



Recent Accounting Pronouncement



In May 2005, the Financial Accounting Standards Board issued SFAS No. 154 Accounting Changes and Error Corrections, which replaces APB Opinion No. 20 and SFAS No. 3, and changes the requirements for the accounting for and reporting of a change in accounting principle. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.  The Partnership adopted SFAS No. 154 effective January 1, 2006. The adoption of SFAS No. 154 did not have a material effect on the Partnerships consolidated financial condition or results of operations.



Note B  Transactions with Affiliated Parties



The Partnership has no employees and depends 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 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 $212,000 and $227,000 for the three months ended March 31, 2006 and 2005, respectively, which is included in operating expenses and loss from discontinued operations.









Affiliates of the Managing General Partner charged the Partnership reimbursement of accountable administrative expenses amounting to approximately $78,000 and $153,000 for the three months ended March 31, 2006 and 2005, respectively, which is included in general and administrative expenses and investment properties.  The portion of these reimbursements included in investment properties for the three months ended March 31, 2006 and 2005 are fees related to construction management services provided by an affiliate of the Managing General Partner of approximately $30,000 and $107,000, respectively.



Pursuant to the Partnership Agreement, for managing the affairs of the Partnership, the Managing General Partner is entitled to receive a Partnership management incentive allocation equal to 10% of the Partnership's adjusted cash from operations as distributed.  No such incentive was paid during the three months ended March 31, 2006 or 2005.



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. Advances under the credit line will be unsecured and accrue interest at the prime rate plus 2% per annum (9.75% at March 31, 2006). During the three months ended March 31, 2005, an affiliate of the Managing General Partner agreed to advance funds in excess of the $150,000 line of credit to fund operating expenses of Plantation Creek Apartments, Autumn Run Apartments, Hampton Greens Apartments, Coopers Pointe Apartments, Four Winds Apartments, and Wood Creek Apartments and advanced funds of approximately $1,125,000. Payments of approximately $62,000 were made during the three months ended March 31, 2005, which included accrued interest of less than $1,000. The Partnership repaid all 2005 advances during the fourth quarter of 2005 from sales proceeds from Four Winds Apartments. Interest expense amounted to approximately $39,000 for the three months ended March 31, 2005. There were no advances made during the three months ended March 31, 2006.



The Partnership insures its properties up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability 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 three months ended March 31, 2006, the Partnership was charged by AIMCO and its affiliates approximately $313,000 for hazard insurance coverage and fees associated with policy claims administration.  Additional charges will be incurred by the Partnership during 2006 as other insurance policies renew later in the year.  The Partnership was charged by AIMCO and its affiliates approximately $281,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2005.



Note C - Refinancing of Mortgage Note Payable



On January 31, 2006, the Partnership refinanced the mortgage encumbering Plantation Creek Apartments. The refinancing replaced the existing mortgage of approximately $13,952,000 with a new mortgage in the amount of $6,000,000. The existing mortgage debt was repaid with the proceeds from the new mortgage loan and cash reserves of the Partnership. The new loan matures in February 2008, is a variable rate mortgage with interest equal to the average of the one-month LIBOR plus 200 basis points (6.826% at March 31, 2006), and requires monthly interest only payments. Total capitalized loan costs were approximately $98,000 which are included in other assets on the accompanying consolidated balance sheet.



Note D  Contingencies



In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, number of limited partnerships (including the Partnership) that are named as nominal defendants, challenging, among other things, the acquisition of interests in certain







Managing General Partner entities by Insignia Financial Group, Inc. ("Insignia") and entities that were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the series of transactions which closed on October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties Trust, respectively, were merged into AIMCO. The plaintiffs sought monetary damages and equitable relief, including judicial dissolution of the Partnership. In addition, during the third quarter of 2001, a complaint captioned Heller v. Insignia Financial Group (the "Heller action") was filed against the same defendants that are named in the Nuanes action. On or about August 6, 2001, plaintiffs filed a first amended complaint. The Heller action was brought as a purported derivative action, and asserted claims for, among other things, breach of fiduciary duty, unfair competition, conversion, unjust enrichment, and judicial dissolution. On January 28, 2002, the trial court granted defendants motion to strike the complaint.  Plaintiffs took an appeal from this order.



On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. On June 13, 2003, the court granted final approval of the settlement and entered judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an appeal (the Appeal) seeking to vacate and/or reverse the order approving the settlement and entering judgment thereto. On May 4, 2004, the Objector filed a second appeal challenging the courts use of a referee and its order requiring Objector to pay those fees.



On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.  With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial courts order and remanded to the trial court for further findings on the basis that the state of the record is insufficient to permit meaningful appellate review.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial courts order striking the first amended complaint.



On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and has ordered additional briefing from the parties and Objector. The parties and Objector submitted one final round of briefing to the Court and the matter has been submitted for the Courts decision.



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









AIMCO Properties L.P. and NHP Management Company, both affiliates of the Managing General Partner, are defendants in a lawsuit alleging that they willfully violated the Fair Labor Standards Act (FLSA) by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. The complaint, filed in the United States District Court for the District of Columbia, attempts to bring a collective action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call". Additionally, the complaint alleges AIMCO Properties L.P. and NHP Management Company failed to comply with the FLSA in compensating maintenance workers for time that they worked in excess of 40 hours in a week.   In June 2005 the Court conditionally certified the collective action on both the on-call and overtime issues, which allows the plaintiffs to provide notice of the collective action to all non-exempt maintenance workers from August 7, 2000 through the present.  Notices have been sent out to all current and former hourly maintenance workers. Although 1,049 individuals opted-in to the class the defendants will be challenging the eligibility and timeliness of some. Defendants will have the opportunity to move to decertify the collective action with briefing that commences in August.  Because the court denied plaintiffs motion to certify state subclasses, on September 26, 2005, the plaintiffs filed a class action with the same allegations in the Superior Court of California (Contra Costa County), and on November 5, 2005 in Montgomery County Maryland Circuit Court.  The California case has been stayed, while discovery in the Maryland case proceeds. Although the outcome of any litigation is uncertain, AIMCO Properties, L.P. does not believe that the ultimate outcome will have a material adverse effect on its consolidated financial condition or results of operations. Similarly, the Managing General Partner does not believe that the ultimate outcome will have a material adverse effect on the Partnerships consolidated financial condition or results of operations.



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



Environmental



Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its properties, the Partnership could potentially be liable for environmental liabilities or costs associated with its properties.









Mold



The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements.  The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure.  Affiliates of the Managing General Partner have implemented a national policy and procedures to prevent or eliminate mold from its properties and the Managing General Partner believes that these measures will minimize the effects that mold could have on residents.  To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions.  Because the law regarding mold is unsettled and subject to change the Managing General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnerships consolidated financial condition or results of operations.



Note E  Subsequent Events



Subsequent to March 31, 2006, the Partnership paid a distribution from Four Winds Apartments sales proceeds of approximately $750,000 or $8.87 per limited partnership unit.



On March 13, 2006, the Partnership entered into a purchase and sale contract with a third party to purchase Plantation Creek Apartments.  Subsequent to March 31, 2006, the purchase and sale contract was terminated by the purchaser.







ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



The matters discussed in this report contain certain forward-looking statements, including, without limitation, statements regarding future financial performance and the effect of government regulations. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors including, without limitation: national and local economic conditions; the terms of governmental regulations that affect the Registrant and interpretations of those regulations; the competitive environment in which the Registrant operates; financing risks, including the risk that cash flows from operations may be insufficient to meet required payments of principal and interest; real estate risks, including variations of real estate values and the general economic climate in local markets and competition for tenants in such markets; litigation, including costs associated with prosecuting and defending claims and any adverse outcomes and possible environmental liabilities. Readers should carefully review the Registrant's financial statements and the notes thereto, as well as the risk factors described in the documents the Registrant files from time to time with the Securities and Exchange Commission.



The Partnership's investment properties consist of seven apartment complexes. The following table sets forth the average occupancy for each of the properties for the three months ended March 31, 2006 and 2005:



|                                 |                   |     
|-------------------------------- | ----------------- | ----
|                                 | Average Occupancy
|Property                         | 2006              | 2005
|                                 |                   |     
|Cooper's Pointe Apartments (1)   | 93%               | 87% 
|North Charleston, South Carolina |                   |     
|Copper Mill Apartments (2)       | 97%               | 92% 
|Richmond, Virginia               |                   |     
|Autumn Run Apartments            | 94%               | 96% 
|Naperville, Illinois             |                   |     
|Plantation Creek Apartments (3)  | 80%               | 84% 
|Atlanta, Georgia                 |                   |     
|Wood Creek Apartments (2)        | 98%               | 95% 
|Mesa, Arizona                    |                   |     
|Promontory Point Apartments      | 96%               | 82% 
|Austin, Texas (2)                |                   |     
|Hampton Greens Apartments (1)    | 99%               | 82% 
|Dallas, Texas                    |                   |     





(1)

The increase in occupancy at Coopers Point Apartments and Hampton Greens Apartments is due to property improvements and package upgrades and changes in site staffing which increased tenant traffic.



(2)

The Managing General Partner attributes the increase in occupancy at Promontory Point Apartments, Copper Mill Apartments and Wood Creek Apartments to favorable market conditions in the respective local market area.



(3)

The decrease in occupancy at Plantation Creek Apartments is a result of changes in the criteria used to accept new tenants.  The changes were instituted in an effort to attract and maintain more desirable tenants which help control operating expenses.



The Partnerships financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment properties, interest rates on mortgage loans, costs incurred to operate the investment properties, general economic conditions and weather. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in







expenses. As part of this plan, the Managing General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, the Managing General Partner may use rental concessions and rental rate reductions to offset softening market conditions, accordingly, there is no guarantee that the Managing General Partner will be able to sustain such a plan. Further, a number of factors which are outside the control of the Partnership such as the local economic climate and weather can adversely or positively affect the Partnerships financial results.



Results of Operations



The Partnerships net loss for the three months ended March 31, 2006 and 2005 was approximately $216,000 and $662,000, respectively. The decrease in net loss is due to an increase in total revenues and a decrease in loss from discontinued operations partially offset by an increase in total expenses. In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the consolidated statement of operations has been restated as of January 1, 2005 to reflect the operations of Four Winds Apartments as loss from discontinued operations due to its sale in 2005.  Included in loss from discontinued operations for the three months ended March 31, 2005 are revenues of approximately $665,000 generated by the property.



During the three months ended March 31, 2006, the Partnership recognized an additional gain on sale of approximately $100,000 related to Four Winds as a result of an adjustment to estimated closing cost accruals.



Excluding the loss from discontinued operations, the Partnerships loss from continuing operations for the three months ended March 31, 2006 and 2005 was approximately $316,000 and $637,000 respectively.  The decrease in loss from continuing operations for the three months ended March 31, 2006 is due to an increase in total revenues partially offset by an increase in total expenses.  Total revenues increased due to an increase in rental income and other income. Rental income increased due to an increase in occupancy at five of the Partnerships investment properties, an increase in the average rental rate at all seven investment properties, and the decrease in bad debt expense and collection expense at all of the properties, partially offset by a decrease in occupancy at two of the Partnerships investment properties. Other income increased due to an increase in interest income due to higher cash balances maintained in interest bearing accounts and an increase in tenant utility reimbursements at all seven investment properties.



Total expenses increased due to increases in operating and depreciation expenses, partially offset by a decrease in interest expense.  Operating expenses increased due to an increase in property expense partially offset by a decrease in advertising and maintenance expenses. Property expense increased due to increases in utilities at Plantation Creek and Hampton Green Apartments and payroll and related benefits at Coopers Pointe and Hampton Green Apartments partially offset by a decrease in utilities at Coopers Pointe Apartments.  Advertising expense decreased due to decreases in periodicals leasing promotions and referral fees at Plantation Creek Apartments.  Maintenance expense decreased due to decreases in contract labor and repairs at Wood Creek and Copper Mill 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 decreased due to a decrease in interest charged on the affiliate advances and a decrease in interest on the mortgages encumbering Autumn Run Apartments and Promontory Point Apartments due to the payment of scheduled principal payments, which reduced the average outstanding balance over the past twelve months, and a decrease in interest expense at Wood Creek Apartments, Plantation Creek Apartments and Hampton Green Apartments as a result of the refinancing of the mortgages at a lower loan balance and lower interest rate partially offset by an increase in interest expense on the mortgages encumbering Cooper Mill and Cooper Pointe as a result of the refinancing of the mortgages at a higher loan balance.



General and administrative expenses includes cost of services included in the management reimbursements charged by the Managing General Partner as allowed under







the Partnership Agreement. Also included in general and administrative expenses are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.



Capital Resources and Liquidity



At March 31, 2006, the Partnership had cash and cash equivalents of approximately $2,216,000 compared to approximately $840,000 at March 31, 2005. The decrease in cash and cash equivalents of approximately $10,303,000 from December 31, 2005 is due to approximately $10,423,000 and $899,000 of cash used in financing and investing activities, respectively, partially offset by approximately $1,019,000 of cash provided by operating activities. Cash used in financing activities consisted of principal payments on the mortgages encumbering the Partnership's investment properties, loan costs paid, distributions to partners and the repayment of the mortgage encumbering Plantation Creek Apartments, partially offset by proceeds from the refinancing of Plantation Creek Apartments. Cash used in investing activities consisted of property improvements and replacements and net deposits to restricted escrows. The Partnership invests its working capital 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. Advances under the credit line will be unsecured and accrue interest at the prime rate plus 2% per annum (9.75% at March 31, 2006). During the three months ended March 31, 2005, an affiliate of the Managing General Partner agreed to advance funds in excess of the $150,000 line of credit to fund operating expenses of Plantation Creek Apartments, Autumn Run Apartments, Hampton Greens Apartments, Coopers Pointe Apartments, Four Winds Apartments, and Wood Creek Apartments and advanced funds of approximately $1,125,000. Payments of approximately $62,000 were made during the three months ended March 31, 2005 which included accrued interest of less than $1,000. The Partnership repaid all 2005 advances during the fourth quarter of 2005 from sales proceeds from Four Winds Apartments. Interest expense amounted to approximately $39,000 for the three months ended March 31, 2005. No advances were received or payments made during the three months ended March 31, 2006.



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



Coopers Pointe



During the three months ended March 31, 2006, the Partnership completed approximately $16,000 of capital improvements at Coopers Pointe Apartments, consisting primarily of security equipment, electrical breakers, and floor covering replacements. These improvements were funded from operating cash flow.  The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.







Copper Mill



During the three months ended March 31, 2006, the Partnership completed approximately $45,000 of capital improvements at Copper Mill Apartments, consisting primarily of water and sewer upgrades, wall coverings, lighting upgrades, and wood and floor covering replacements. These improvements were funded from operating cash flow.  The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



Autumn Run



During the three months ended March 31, 2006, the Partnership completed approximately $42,000 of capital improvements at Autumn Run Apartments, consisting primarily of office computers, water and sewer upgrades, and appliance and floor covering replacements. These improvements were funded from operating cash flow.  The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



Plantation Creek



During the three months ended March 31, 2006, the Partnership completed approximately $56,000 of capital improvements at Plantation Creek Apartments, consisting primarily of water heaters, resurface kitchen and bathroom countertops, appliance replacements, interior painting, gutters, and water and sewer improvements. These improvements were funded from operating cash flow.  The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



Wood Creek



During the three months ended March 31, 2006, the Partnership completed approximately $72,000 of capital improvements at Wood Creek Apartments, consisting primarily of floor covering and appliance replacements. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



Promontory Point



During the three months ended March 31, 2006, the Partnership completed approximately $55,000 of capital improvements at Promontory Point Apartments, consisting primarily of swimming pool improvements, plumbing fixtures, and floor covering replacements. These improvements were funded from operating cash flow and replacement reserves.  The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.







Hampton Greens



During the three months ended March 31, 2006, the Partnership completed approximately $214,000 of capital improvements at Hampton Greens, consisting primarily of swimming pool improvements, and wood, siding, balcony, appliance, air conditioning unit, gutter, and floor covering replacements. These improvements were funded from operating cash flow.  The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



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



On January 31, 2006, the Partnership refinanced the mortgage encumbering Plantation Creek Apartments. The refinancing replaced the existing mortgage of approximately $13,952,000 with a new mortgage in the amount of $6,000,000. The existing mortgage debt was repaid with the proceeds from the new mortgage loan and cash reserves of the Partnership. The new loan matures in February 2008, is a variable rate mortgage with interest equal to the average of the one-month LIBOR plus 200 basis points, and requires monthly interest only payments. Total capitalized loan costs were approximately $98,000.



On October 31, 2005 the Partnership refinanced the mortgage encumbering Wood Creek Apartments. The refinancing replaced the previous mortgage indebtedness of approximately $11,376,000 with a new mortgage of $10,500,000  The previous mortgage indebtedness was repaid with proceeds from the new mortgage financing and an advance from an affiliate of the Managing General Partner. The new mortgage financing was obtained pursuant to a credit facility (the Permanent Credit Facility) that has also provided for the refinancing of several other properties affiliated with AIMCO Properties LP. The Permanent Credit Facility creates separate loans for each property refinanced thereunder, and such loans are not cross-collateralized or cross-defaulted with each other. The Permanent Credit Facility matures September 16, 2007 with an option for the Partnership to elect one five-year extension. The interest rate on the loans, which resets monthly, is equal to the Fannie Mae discounted mortgage-backed security index plus 85 basis points (5.59% at March 31, 2006).  In addition, monthly principal payments are required based on a 30-year amortization schedule, using the interest rate in effect during the first month in which the property is financed under the Permanent Credit Facility.  The loan may be prepaid without penalty. The Partnership recorded a loss on early extinguishment of debt of approximately $8,000 as a result of unamortized loan costs being written off, which is included in interest expense.



On December 15, 2005 the Partnership refinanced the mortgage encumbering Hampton Greens Apartments. The refinancing replaced the previous mortgage indebtedness of approximately $5,084,000 with a new mortgage of $2,804,000. The previous mortgage indebtedness was repaid with proceeds from the new mortgage financing and an advance from an affiliate of the Managing General Partner. The new mortgage financing was obtained pursuant to a credit facility (the Permanent Credit Facility) that has also provided for the refinancing of several other properties affiliated with AIMCO Properties LP. The Permanent Credit Facility creates separate loans for each property refinanced thereunder, and such loans are not cross-collateralized or cross-defaulted with each other. The Permanent Credit Facility matures September 16, 2007 with an option for the Partnership to elect one five-year extension. The interest rate on the loans, which resets monthly, is equal to the Fannie Mae discounted mortgage-backed security index plus 85 basis points (5.59% at March 31, 2006).  In addition, monthly principal payments are required based on a 30-year amortization schedule, using the interest rate in effect during the first month in which the property is financed under the Permanent Credit Facility.  The loan may be prepaid without penalty.









On December 28, 2005 the Partnership refinanced the mortgage encumbering Coopers Pointe Apartments. The refinancing replaced the previous mortgage indebtedness of approximately $3,726,000 with a new mortgage of $7,735,000. The mortgage was refinanced at a fixed interest rate of 5.52% compared to the prior fixed interest rate of 7.88%. Payments of principal and interest of approximately $44,000 are due on the first day of each month.  The mortgage matures on December 31, 2014, at which time a balloon payment of approximately $6,560,000 is due.



On December 28, 2005 the Partnership refinanced the mortgage encumbering Copper Mill Apartments. The refinancing replaced the previous mortgage indebtedness of approximately $5,347,000 with a new mortgage of $10,600,000. The mortgage was refinanced at a fixed interest rate of 5.59% compared to the prior fixed interest rate of 7.88%. Payments of principal and interest of approximately $61,000 are due on the first day of each month.  The mortgage matures on January 10, 2016, at which time a balloon payment of approximately $8,791,000 is due. The Partnership recorded a loss on early extinguishment of debt of approximately $2,000 as a result of unamortized loan costs being written off, which is included in interest expense.



The Partnership's assets are thought to be sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness encumbering all of the Partnership's investment properties of approximately $52,694,000 is amortized over varying periods with balloon payments of approximately $12,920,000, $9,500,000, $6,560,000, and $8,791,000 due in 2007, 2008, 2014 and 2016 respectively, and one mortgage which will be fully amortized upon its maturity. The Managing General Partner will attempt to refinance such remaining indebtedness and/or sell the properties prior to such maturity dates. If the properties cannot be refinanced or sold for a sufficient amount, the Partnership will risk losing such properties through foreclosure.



The Partnership distributed the following amounts during the three months ended March 31, 2006 and 2005 (in thousands, except per unit data):



|                  |                |             |                |            
|----------------- | -------------- | ----------- | -------------- | -----------
|                  | Three Months   | Per Limited | Three Months   | Per Limited
|                  | Ended          | Partnership | Ended          | Partnership
|                  | March 31, 2006 | Unit        | March 31, 2005 | Unit       
|                  |                |             |                |            
|Sale proceeds (1) | $2,160         | $25.55      | $--            | $--        



(1)

Proceeds from the sales of Four Winds Apartments in December 2005.



Future cash distributions will depend on the levels of net 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. Subsequent to March 31, 2006, the Partnership distributed approximately $750,000 ($8.87 per limited partnership unit) from the sales proceeds of Four Winds Apartments. There can be no assurance that the Partnership will generate sufficient funds from operations, after planned capital improvement expenditures, to permit any additional distributions to its partners in 2006.



Other



In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 54,619.50 limited partnership units (the "Units") in the Partnership representing 65.93% of the outstanding Units at March 31, 2006. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a







variety of matters, which include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 65.93% of the outstanding Units, AIMCO and it affiliates are in a position to influence all voting decisions with respect to the Partnership. With respect to 17,341.50 Units, such affiliates are required to vote such Units: (i) against any increase in compensation payable to the Managing General Partner or to affiliates; and (ii) on all other matters submitted by it or its affiliates, in proportion to the votes cast by third party unitholders. Except for the foregoing, no other limitations are imposed on such affiliates' ability to influence voting decisions with respect to the Partnership. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.



Critical Accounting Policies and Estimates



The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Partnership to make estimates and assumptions. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.



Impairment of Long-Lived Assets



Investment properties are recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable.  If events or circumstances indicate that the carrying amount of a property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnerships estimate of the undiscounted future cash flows, excluding interest charges, of the property.   If the carrying amount exceeds the aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.



Real property investment is subject to varying degrees of risk.  Several factors may adversely affect the economic performance and value of the Partnerships investment properties.  These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing.  Any adverse changes in these factors could cause impairment of the Partnerships assets.



Revenue Recognition



The Partnership generally leases apartment units for twelve-month terms or less.  The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease.  The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.









ITEM 3.

CONTROLS AND PROCEDURES



(a)

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



(b)

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









PART II - OTHER INFORMATION





ITEM 1.

LEGAL PROCEEDINGS



In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, number of limited partnerships (including the Partnership) that are named as nominal defendants, challenging, among other things, the acquisition of interests in certain Managing General Partner entities by Insignia Financial Group, Inc. ("Insignia") and entities that were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the series of transactions which closed on October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties Trust, respectively, were merged into AIMCO. The plaintiffs sought monetary damages and equitable relief, including judicial dissolution of the Partnership. In addition, during the third quarter of 2001, a complaint captioned Heller v. Insignia Financial Group (the "Heller action") was filed against the same defendants that are named in the Nuanes action. On or about August 6, 2001, plaintiffs filed a first amended complaint. The Heller action was brought as a purported derivative action, and asserted claims for, among other things, breach of fiduciary duty, unfair competition, conversion, unjust enrichment, and judicial dissolution. On January 28, 2002, the trial court granted defendants motion to strike the complaint.  Plaintiffs took an appeal from this order.



On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. On June 13, 2003, the court granted final approval of the settlement and entered judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an appeal (the Appeal) seeking to vacate and/or reverse the order approving the settlement and entering judgment thereto. On May 4, 2004, the Objector filed a second appeal challenging the courts use of a referee and its order requiring Objector to pay those fees.



On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.  With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial courts order and remanded to the trial court for further findings on the basis that the state of the record is insufficient to permit meaningful appellate review.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial courts order striking the first amended complaint.



On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and has ordered additional briefing from the parties and Objector. The parties and Objector submitted one final round of briefing to the Court and the matter has been submitted for the Courts decision.



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









AIMCO Properties L.P. and NHP Management Company, both affiliates of the Managing General Partner, are defendants in a lawsuit alleging that they willfully violated the Fair Labor Standards Act (FLSA) by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. The complaint, filed in the United States District Court for the District of Columbia, attempts to bring a collective action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call". Additionally, the complaint alleges AIMCO Properties L.P. and NHP Management Company failed to comply with the FLSA in compensating maintenance workers for time that they worked in excess of 40 hours in a week.   In June 2005 the Court conditionally certified the collective action on both the on-call and overtime issues, which allows the plaintiffs to provide notice of the collective action to all non-exempt maintenance workers from August 7, 2000 through the present.  Notices have been sent out to all current and former hourly maintenance workers. Although 1,049 individuals opted-in to the class the defendants will be challenging the eligibility and timeliness of some. Defendants will have the opportunity to move to decertify the collective action with briefing that commences in August.  Because the court denied plaintiffs motion to certify state subclasses, on September 26, 2005, the plaintiffs filed a class action with the same allegations in the Superior Court of California (Contra Costa County), and on November 5, 2005 in Montgomery County Maryland Circuit Court.  The California case has been stayed, while discovery in the Maryland case proceeds. Although the outcome of any litigation is uncertain, AIMCO Properties, L.P. does not believe that the ultimate outcome will have a material adverse effect on its consolidated financial condition or results of operations. Similarly, the Managing General Partner does not believe that the ultimate outcome will have a material adverse effect on the Partnerships consolidated financial condition or results of operations.



ITEM 5.

OTHER INFORMATION



None.



ITEM 6.

EXHIBITS



See Exhibit Index.







SIGNATURES







In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.







| |                                         
| | ----------------------------------------
| | CENTURY PROPERTIES GROWTH FUND XXII     
| |                                         
| | By:   FOX PARTNERS IV                   
| | General Partner                         
| |                                         
| | By:   FOX CAPITAL MANAGEMENT CORPORATION
| | Managing General Partner                
| |                                         
| | By:   /s/Martha L. Long                 
| | Martha L. Long                          
| | Senior Vice President                   
| |                                         
| | By:   /s/Stephen B. Waters              
| | Stephen B. Waters                       
| | Vice President                          
| |                                         
| | Date: May 15, 2006                      









CENTURY PROPERTIES GROWTH FUND XXII

EXHIBIT INDEX





Exhibit Number

Description of Exhibit





2.1

NPI, Inc. Stock Purchase Agreement, dated as of August 17, 1995, incorporated by reference to the Partnership's Current Report on Form 8-K dated August 17, 1995.



2.2

Partnership Units Purchase Agreement dated as of August 17, 1995, incorporated by reference to Exhibit 2.1 to Form 8-K filed by Insignia Financial Group, Inc. ("Insignia") with the Securities and Exchange Commission on September 1, 1995.



2.3

Management Purchase Agreement dated as of August 17, 1995, incorporated by reference to Exhibit 2.2 to Form 8-K filed by Insignia with the Securities and Exchange Commission on September 1, 1995.



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).



10.7

Promissory Note dated March 31, 1998, by and between the Partnership and Lehman Brothers Holding, Inc. for Promontory Point incorporated by reference to Exhibit 10.3 on the Partnership's quarterly report on Form 10-QSB for the quarter ended March 31, 1998.



10.10

Multifamily Note for Autumn Run dated September 6, 2001, by and between Century Properties Growth Fund XXII, a California limited partnership, and GMAC Commercial Mortgage Corporation, a California corporation. Filed with the Form 10-QSB for the quarter ended September 30, 2001 and incorporated herein by reference.



10.11

Purchase and Sale Contract between Four Winds CPGF 22 Limited Partnership and Passco Real Estate Enterprises, Inc. effective August 22, 2005 incorporated by reference to the Registrants Current Report on Form 8-K dated August 22, 2005 and filed August 26, 2005.



10.12

Amendment to Purchase and Sale Contract between Four Winds CPGF 22 Limited Partnership, a Delaware limited partnership, as Seller, and Passco Real Estate Enterprises, Inc., a California corporation, as Purchaser, effective September 8, 2005 incorporated by reference to the Registrants Current Report on Form 8-K dated October 20, 2005 and filed October 26, 2005.



10.13

Reinstatement and Second Amendment of Purchase and Sale Contract between Four Winds CPGF 22 Limited Partnership, a Delaware limited partnership, as Seller, Passco Real Estate Enterprises, Inc., a California corporation, as Original Purchaser, and Passco Companies, LLC, a California limited liability company, as Purchaser, effective October 20, 2005 incorporated by reference to the Registrants Current Report on Form 8-K dated October 20, 2005 and filed October 26, 2005.







CENTURY PROPERTIES GROWTH FUND XXII

EXHIBIT INDEX (continued)





10.14

Multifamily Note dated October 31, 2005 between Wood Creek CPGF 22, Limited Partnership,  a Delaware limited partnership and GMAC Commercial Mortgage Corporation, a California corporation incorporated by reference to the Registrants Current Report on Form 8-K dated October 31, 2005 and filed November 4, 2005.



10.15

Assignment of Loan Agreement, Collateral Agreements and other Loan Documents dated October 31, 2005 between GMAC Commercial Mortgage Corporation and Wood Creek CPGF 22, Limited Partnership incorporated by reference to the Registrants Current Report on Form 8-K dated October 31, 2005 and filed November 4, 2005.



10.16

Guaranty dated October 31, 2005 between AIMCO Properties LP, a Delaware limited partnership and GMAC Commercial Mortgage Corporation, a California corporation incorporated by reference to the Registrants Current Report on Form 8-K dated October 31, 2005 and filed November 4, 2005.



10.17

Loan Agreement dated December 15, 2005 between Hampton Greens CPGF 22, L.P., a Delaware limited partnership and GMAC Commercial Mortgage Corporation, a California corporation incorporated by reference to the Registrants Current Report on Form 8-K dated December 15, 2005 and filed December 21, 2005.



10.18

Guaranty dated December 15, 2005 between AIMCO Properties LP, a Delaware limited partnership for the benefit of GMAC Commercial Mortgage Corporation, a California corporation incorporated by reference to the Registrants Current Report on Form 8-K dated December 15, 2005 and filed December 21, 2005.



10.19

Completion/Repair and Security Agreement between Hampton Greens CPGF 22, L.P., a Delaware limited partnership and GMAC Commercial Mortgage Corporation, a California corporation incorporated by reference to the Registrants Current Report on Form 8-K dated December 15, 2005 and filed December 21, 2005.



10.20

Promissory Note dated December 28, 2005 between Copper Mill CPGF 22, L.P., a Delaware limited partnership and New York Life Insurance Company incorporated by reference to the Registrants Current Report on Form 8-K dated December 28, 2005 and filed January 4, 2006.



10.21

Guaranty dated December 28, 2005 between AIMCO Properties LP, a Delaware limited partnership and New York Life Insurance Company for the benefit of New York Life Insurance Company incorporated by reference to the Registrants Current Report on Form 8-K dated December 28, 2005 and filed January 4, 2006.



10.22

Form of Loan Increase Agreement dated December 28, 2005 between Copper Mill CPGF 22, L.P., a Delaware limited partnership and New York Life Insurance Company incorporated by reference to the Registrants Current Report on Form 8-K dated December 28, 2005 and filed January 4, 2006.



10.23

Loan Agreement dated January 31, 2006 between Plantation Creek CPGF 22, L.P., a Delaware limited partnership and GMAC Commercial Mortgage Bank, a Utah industrial bank, incorporated by reference to the Registrants Current Report on Form 8-K dated January 31, 2006 and filed February 6, 2006.









CENTURY PROPERTIES GROWTH FUND XXII

EXHIBIT INDEX (continued)



10.24

Guaranty dated January 31, 2006 by AIMCO Properties LP, a Delaware limited partnership for the benefit of GMAC Commercial Mortgage Bank, a Utah industrial bank, incorporated by reference to the Registrants Current Report on Form 8-K dated January 31, 2006 and filed February 6, 2006.



10.25

Promissory note dated December 27, 2005 between Coopers Pointe CPGF 22, L.P., a Delaware limited partnership and GE Capital Life Assurance Company of New York, a New York corporation incorporated by reference to the Registrants Annual Report on Form 10KSB dated March 30, 2006 and filed March 31, 2006.



10.26

Guaranty dated December 27, 2005 between AIMCO Properties, L.P., a Delaware limited partnership and GE Capital Life Assurance of New York, a New York corporation for the benefit of GE Capital Life Assurance Company of New York incorporated by reference to the Registrants Annual Report on Form 10KSB dated March 30, 2006 and filed March 31, 2006.



31.1

Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



31.2

Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



32.1

Certification of the equivalent of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.









Exhibit 31.1

CERTIFICATION

I, Martha L. Long, certify that:

1.

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

2.

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



3.

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



4.

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



(a)

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



(b)

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



(c)

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



5.

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



(a)

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



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date:  May 15, 2006

/s/Martha L. Long

Martha L. Long

Senior Vice President of Fox Capital Management Corporation, equivalent of the chief executive officer of the Partnership







Exhibit 31.2

CERTIFICATION

I, Stephen B. Waters, certify that:

1.

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

2.

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



3.

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



4.

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



(a)

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



(b)

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



(c)

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



5.

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



(a)

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



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date:  May 15, 2006

/s/Stephen B. Waters

Stephen B. Waters

Vice President of Fox Capital Management Corporation, equivalent of the chief financial officer of the Partnership







Exhibit 32.1





Certification of CEO and CFO

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002







In connection with the Quarterly Report on Form 10-QSB of Century Properties Growth Fund XXII (the "Partnership"), for the quarterly period ended March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Martha L. Long, as the equivalent of the chief executive officer of the Partnership, and Stephen B. Waters, as the equivalent of the chief financial officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.





| |                        
| | -----------------------
| | /s/Martha L. Long      
| | Name: Martha L. Long   
| | Date: May 15, 2006     
| |                        
| | /s/Stephen B. Waters   
| | Name: Stephen B. Waters
| | Date: May 15, 2006     





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