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 March 31, 2002


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


             For the transition period from _________to _________

                         Commission file number 0-13418


                     CENTURY  PROPERTIES  GROWTH  FUND XXII
       (Exact name of small business issuer as specified in its charter)



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

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

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


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during the  preceding  12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No___



<PAGE>



                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS

a)

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

                                 March 31, 2002
<TABLE>
<CAPTION>

Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 1,159
   Receivables and deposits                                                   1,237
   Restricted escrows                                                           366
   Other assets                                                               1,238
   Investment properties:
      Land                                                   $ 12,707
      Buildings and related personal property                 114,688
                                                              127,395
      Less accumulated depreciation                           (64,335)       63,060
                                                                           $ 67,060
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                          $ 284
   Tenant security deposit liabilities                                          295
   Accrued property taxes                                                     1,068
   Other liabilities                                                            695
   Mortgage notes payable                                                    67,970

Partners' (Deficit) Capital
   General partner                                           $ (7,868)
   Limited partners (82,848 units issued and
      outstanding)                                              4,616        (3,252)
                                                                           $ 67,060

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
b)

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



                                                           Three Months Ended
                                                                March 31,
                                                          2002           2001
Revenues:                                                             (Restated)
   Rental income                                         $4,496         $4,891
   Other income                                             426            305
   Casualty gain (Note C)                                    13             --
      Total revenues                                      4,935          5,196

Expenses:
   Operating                                              1,940          1,634
   General and administrative                               153            139
   Depreciation                                           1,186          1,131
   Interest                                               1,358          1,310
   Property taxes                                           511            449
      Total expenses                                      5,148          4,663

(Loss) income from continuing operations                   (213)           533
Income from discontinued operations                          --            174

Net (loss) income                                        $ (213)         $ 707

Net (loss) income allocated to general partner            $ (25)          $ 84
Net (loss) income allocated to limited partners            (188)           623

                                                         $ (213)         $ 707
Per limited partnership unit:
   (Loss) income from continuing operations              $(2.27)        $ 5.66
   Income from discontinued operations                       --           1.86

Net (loss) income per limited partnership unit           $(2.27)        $ 7.52

Distributions per limited partnership unit               $ 5.82         $17.43

         See Accompanying Notes to Consolidated Financial Statements


<PAGE>

c)

                     CENTURY PROPERTIES GROWTH FUND XXII
       CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                                   (Unaudited)
                       (in thousands, except unit data)
<TABLE>
<CAPTION>

                                     Limited
                                   Partnership    General      Limited
                                      Units       Partner      Partners      Total

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

Partners' (deficit) capital at
  December 31, 2001                   82,848      $(7,778)     $ 5,286      $(2,492)

Net loss for the three months
  ended March 31, 2002                    --          (25)        (188)        (213)

Distributions to partners                 --          (65)        (482)        (547)

Partners' (deficit) capital at
  March 31, 2002                      82,848      $(7,868)     $ 4,616      $(3,252)

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

d)

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

                                                                Three Months Ended
                                                                       March 31,
                                                                 2002         2001
Cash flows from operating activities:
<S>                                                             <C>           <C>
  Net (loss) income                                             $ (213)       $ 707
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
     Depreciation                                                 1,186        1,246
     Bad debt                                                       152           78
     Amortization of loan costs                                      47           53
     Casualty gain                                                  (13)         (74)
     Change in accounts:
      Receivables and deposits                                       98          284
      Other assets                                                 (125)          (8)
      Accounts payable                                                9          175
      Tenant security deposit liabilities                            --           (1)
      Accrued property taxes                                       (147)         (51)
      Other liabilities                                              84         (190)
        Net cash provided by operating activities                 1,078        2,219

Cash flows from investing activities:
  Net (deposits to) withdrawals from restricted escrows             (95)           9
  Property improvements and replacements                           (471)        (580)
  Insurance proceeds received                                        13          104
        Net cash used in investing activities                      (553)        (467)

Cash flows from financing activities:
  Mortgage principal payments                                      (267)        (133)
  Distributions to partners                                        (547)      (1,637)
        Net cash used in financing activities                      (814)      (1,770)

Net decrease in cash and cash equivalents                          (289)         (18)

Cash and cash equivalents at beginning of period                  1,448        1,765
Cash and cash equivalents at end of period                      $ 1,159      $ 1,747

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 1,311       $ 984

At December  31,  2001,  approximately  $116,000 of  property  improvements  and
replacements  were  included in accounts  payable which are included in property
improvements and replacements during the three months ended March 31, 2002.

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
e)
                       CENTURY PROPERTIES GROWTH FUND XXII
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Century
Properties  Growth  Fund  XXII (the  "Partnership"  or  "Registrant")  have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-QSB and Item 310(b)
of Regulation S-B.  Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the  opinion of Fox  Capital  Management  Corporation
("FCMC" or the  "Managing  General  Partner"),  a  California  corporation,  the
managing general partner of the Partnership's  general partner,  all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been included.  Operating  results for the three month period
ended March 31, 2002, are not necessarily  indicative of the results that may be
expected for the fiscal year ending December 31, 2002. For further  information,
refer to the consolidated financial statements and footnotes thereto included in
the  Partnership's  Annual  Report on Form  10-KSB  for the  fiscal  year  ended
December 31, 2001. The Managing  General Partner is a wholly owned subsidiary of
Apartment  Investment and Management Company  ("AIMCO"),  a publicly traded real
estate investment trust.

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived Assets", which established standards for the way that public business
enterprises  report  information  about long-lived  assets that are either being
held for sale or have  already  been  disposed  of by sale or other  means.  The
standard  requires  that results of  operations  for a long-lived  asset that is
being  held  for  sale  or  has  already  been  disposed  of  be  reported  as a
discontinued  operation  on  the  statement  of  operations.  As a  result,  the
accompanying  consolidated  statements  of  operations  have been restated as of
January 1, 2001 to reflect the  operations of Stoney Creek  Apartments as income
from  discontinued  operations  due to its sale in July  2001.  The  Partnership
recognized  income from  discontinued  operations of  approximately  $174,000 on
revenues of approximately $631,000 for the three months ended March 31, 2001.

Reclassifications

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

Note B - Transactions with Affiliated Parties

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

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from all of the Partnership's  properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately  $264,000  and  $300,000 for the three months ended March 31, 2002
and 2001, respectively,  which is included in operating expenses and income from
discontinued operations.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative  expenses amounting to approximately  $50,000 and $58,000 for the
three months ended March 31, 2002 and 2001,  respectively,  which is included in
general and administrative expenses and investment properties. Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the Managing  General Partner of  approximately  $3,000 and $16,000
for  the  three  months  ended  March  31,  2002  and  2001,  respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current additions to investment properties.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership,  the Managing  General Partner is entitled to receive a Partnership
management fee equal to 10% of the  Partnership's  adjusted cash from operations
as  distributed.  Approximately  $55,000  of  Partnership  management  incentive
allocation was paid along with the distribution  from operations made during the
three months ended March 31, 2002. During the three months ended March 31, 2001,
approximately  $164,000 of Partnership management incentive allocation was paid.
The  incentive  allocation  is accounted  for as a  distribution  to the general
partner, in accordance with the terms of the Partnership Agreement.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  The Partnership has no outstanding  amounts due under this line of
credit. Based on present plans, the Managing General Partner does not anticipate
the need to borrow in the near future. Other than cash and cash equivalents, the
line of credit is the Partnership's only unused source of liquidity.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General  Partner.  During the three months ended
March 31, 2002 and 2001, the Partnership was charged by AIMCO and its affiliates
approximately  $216,000 and $214,000,  respectively,  for insurance coverage and
fees associated with policy claims administration.

Note C - Casualty Gains

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

During  the  three  months  ended  March  31,  2001,  a  net  casualty  gain  of
approximately $74,000 was recorded at Stoney Creek Apartments. The casualty gain
related to roof damage  caused by a hailstorm in 2000.  The gain was a result of
the  receipt  of  insurance   proceeds  of  approximately   $104,000  offset  by
approximately  $30,000 of  undepreciated  fixed assets being  written off.  This
casualty  gain  is  included  in  income  from  discontinued  operations  on the
accompanying consolidated statements of operations.

Note D - Casualty Event

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

Note E - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants oppose the motion. On April 29, 2002, the Court heard argument on the
motion and ordered  further  briefing  after which time the matter will be taken
under submission. The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint.

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

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

<PAGE>

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

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

The Partnership's  investment  properties consist of eight apartment  complexes.
The following table sets forth the average  occupancy for each of the properties
for the three months ended March 31, 2002 and 2001:

                                                   Average Occupancy
      Property                                      2002       2001

      Cooper's Pointe Apartments                    88%        88%
         North Charleston, South Carolina
      Copper Mill Apartments (5)                    95%        98%
         Richmond, Virginia
      Four Winds Apartments (2)                     97%        90%
         Overland Park, Kansas
      Autumn Run Apartments (1)                     92%        96%
         Naperville, Illinois
      Plantation Creek Apartments (5)               80%        91%
         Atlanta, Georgia
      Wood Creek Apartments (3)                     90%        97%
         Mesa, Arizona
      Promontory Point Apartments (4)               85%        94%
         Austin, Texas
      Hampton Greens Apartments                     91%        90%
         Dallas, Texas

(1)   The  decrease  in  occupancy  at Autumn  Run  Apartments  is due to rental
      concessions that were offered to tenants during 2001 which are not offered
      in 2002.

(2)   The increase in occupancy at Four Winds Apartments is due to an aggressive
      marketing and resident retention program.

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

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

(5)   The decrease in occupancy at Copper Mill  Apartments and Plantation  Creek
      Apartments is due to a slower economy in the  respective  areas during the
      first quarter of 2002 versus the first quarter of 2001.

Management is implementing  new marketing  strategies  which may included rental
concessions to make Plantation  Creek and Wood Creek Apartments more competitive
within their markets.

Results of Operations

The  Partnership's  net loss for the  three  months  ended  March  31,  2002 was
approximately  $213,000 compared to net income of approximately $707,000 for the
comparable period in 2001.  Effective  January 1, 2002, the Partnership  adopted
Statement  of  Financial  Accounting  Standards  No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived  Assets",  which established  standards for
the way that public business  enterprises  report  information  about long-lived
assets that are either being held for sale or have  already been  disposed of by
sale or other means.  The standard  requires  that results of  operations  for a
long-lived  asset that is being held for sale or has already been disposed of be
reported as a  discontinued  operation  on the  statement  of  operations.  As a
result,  the  accompanying  consolidated  statements  of  operations  have  been
restated  as of  January  1, 2001 to  reflect  the  operations  of Stoney  Creek
Apartments as income from discontinued  operations due to its sale in July 2001.
The Partnership recognized income from discontinued  operations of approximately
$174,000 on revenues of approximately  $631,000 for the three months ended March
31, 2001.

The  Partnership  recognized  a loss from  continuing  operations  for the three
months ended March 31, 2002 of  approximately  $213,000  compared to income from
continuing operations of approximately $533,000 for the three months ended March
31, 2001.  Income from  continuing  operations  decreased  due to an increase in
total expenses and a decrease in total revenues.

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

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

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

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

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

Capital Resources and Liquidity

At  March  31,  2002,  the  Partnership   had  cash  and  cash   equivalents  of
approximately $1,159,000 compared to approximately $1,747,000 at March 31, 2001.
Cash and cash  equivalents  decreased  approximately  $289,000 from December 31,
2001 due to  approximately  $814,000 and $553,000 of cash used in financing  and
investing activities,  respectively, which was partially offset by approximately
$1,078,000  of cash  provided by  operating  activities.  Cash used in financing
activities consists of principal payments made on the mortgages  encumbering the
Partnership's investment properties and cash distributions made to the partners.
Cash  used  in  investing  activities  consists  of  property  improvements  and
replacements and net deposits to restricted  escrows  maintained by the mortgage
lenders slightly offset by insurance proceeds received.  The Partnership invests
its working capital reserves in interest bearing accounts.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  The Partnership has no outstanding  amounts due under this line of
credit. Based on present plans, the Managing General Partner does not anticipate
the need to borrow in the near future. Other than cash and cash equivalents, the
line of credit is the Partnership's only unused source of liquidity.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other operating needs of the  Partnership.  Such assets are currently
thought to be  sufficient  for any  near-term  needs of the  Partnership  and to
comply with Federal, state, and local legal and regulatory requirements. Capital
improvements  planned  for each of the  Partnership's  properties  are  detailed
below.

Cooper's Pointe

Approximately  $122,000 has been budgeted for capital  improvements  at Cooper's
Pointe for 2002 consisting primarily of appliance,  air conditioning unit, water
heater and floor covering  replacements  and roof  replacement.  The Partnership
completed  approximately  $18,000 in capital  expenditures  at  Cooper's  Pointe
Apartments during the three months ended March 31, 2002, consisting primarily of
floor covering replacements and other building improvements.  These improvements
were funded from operating cash flow. Additional  improvements may be considered
and will depend on the physical condition of the property as well as replacement
reserves and anticipated cash flow generated by the property.

Copper Mill

Approximately  $70,000 has been budgeted for capital improvements at Copper Mill
for 2002 consisting  primarily of floor covering  replacements.  The Partnership
completed   approximately   $22,000  in  capital  expenditures  at  Copper  Mill
Apartments during the three months ended March 31, 2002, consisting primarily of
floor covering  replacements and office computer  upgrades.  These  improvements
were funded from operating cash flow. Additional  improvements may be considered
and will depend on the physical condition of the property as well as replacement
reserves and anticipated cash flow generated by the property.

Four Winds

Approximately  $217,000 has been budgeted for capital improvements at Four Winds
for 2002  consisting  primarily of appliance  and floor  covering  replacements,
water heater and air conditioning  upgrades,  structural  improvements and major
landscaping.   The  Partnership  completed   approximately  $61,000  in  capital
expenditures  at Four Winds  Apartments  during the three months ended March 31,
2002,  consisting  primarily  of floor  covering,  water  heater  and  appliance
replacements  and  exterior  painting.   These  improvements  were  funded  from
operating cash flow and replacement  reserves.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Autumn Run

Approximately  $117,000 has been budgeted for capital improvements at Autumn Run
for 2002 consisting primarily of appliance and floor covering replacements, roof
and  air  condition  upgrades  and  landscaping  improvements.  The  Partnership
completed approximately $40,000 in capital expenditures at Autumn Run Apartments
during the three  months  ended March 31,  2002,  consisting  primarily of floor
covering and appliance  replacements,  office  computer  upgrades and structural
improvements.   These   improvements  were  funded  from  operating  cash  flow.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.

Plantation Creek

Approximately  $167,000 has been budgeted for capital improvements at Plantation
Creek  for  2002  consisting  primarily  of  floor  covering  replacements.  The
Partnership   completed   approximately   $89,000  in  capital  expenditures  at
Plantation  Creek  Apartments  during the three  months  ended  March 31,  2002,
consisting primarily of countertop,  floor covering and appliance  replacements.
These improvements were funded from operating cash flow. Additional improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

Wood Creek

Approximately  $150,000 has been budgeted for capital improvements at Wood Creek
for 2002 consisting  primarily of window treatments,  air conditioning  upgrades
and  appliance  and  floor  covering  replacements.  The  Partnership  completed
approximately  $58,000 in capital  expenditures at Wood Creek Apartments  during
the three months ended March 31, 2002,  consisting  primarily of floor  covering
and  appliance  replacements,  plumbing  and air  conditioning  upgrades.  These
improvements  were  funded  from  operating  cash flow and  insurance  proceeds.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Promontory Point

Approximately  $95,000 has been budgeted for capital  improvements at Promontory
Point  for  2002  consisting   primarily  of  appliance   replacements,   window
treatments,  water heaters,  roof  replacement,  air  conditioning  upgrades and
swimming pool improvements.  The Partnership completed  approximately $37,000 in
capital  expenditures  at Promontory  Point  Apartments  during the three months
ended March 31,  2002,  consisting  primarily of floor  covering  and  appliance
replacements,   window   treatments  and  swimming  pool   improvements.   These
improvements  were funded from  operating  cash flow and  replacement  reserves.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Hampton Greens

Approximately  $106,000 has been  budgeted for capital  improvements  at Hampton
Greens  for 2002  consisting  primarily  of  floor  covering  replacements,  air
conditioning  and  water  heater  upgrades,   structural   improvements,   major
landscaping   and   parking  lot   improvements.   The   Partnership   completed
approximately  $30,000 in capital  expenditures  at  Hampton  Greens  Apartments
during the three  months  ended March 31,  2002,  consisting  primarily of floor
covering  replacements  and  air  conditioning  and  plumbing  upgrades.   These
improvements were funded from operating cash flow.  Additional  improvements may
be considered and will depend on the physical  condition of the property as well
as replacement reserves and anticipated cash flow generated by the property.

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

On September  7, 2001,  the  Partnership  refinanced  the mortgage  note payable
encumbering   Autumn  Run   Apartments.   The  refinancing   replaced   mortgage
indebtedness of approximately $9,100,000 with a new mortgage of $13,125,000. The
new mortgage  carries a stated  interest rate of 7.02% compared to a stated rate
of 7.33% on the old mortgage.  Payments of principal and interest are due on the
first day of each month until the loan  matures on October 1, 2021 at which time
the loan is scheduled to be fully  amortized.  At March 31, 2002, the balance of
this mortgage is approximately $12,998,000.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  Exclusive of
Autumn Run, the  Partnership's  indebtedness  of  approximately  $54,972,000  is
amortized  over  varying  periods  with  balloon  payments  of  $47,916,000  and
$3,442,000 due in 2006 and 2008, respectively. The Managing General Partner will
attempt to refinance  such  remaining  indebtedness  and/or sell the  properties
prior to such maturity dates. If the properties cannot be refinanced or sold for
a sufficient  amount,  the Partnership will risk losing such properties  through
foreclosure.

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

The Partnership  distributed the following amounts during the three months ended
March 31, 2002 and 2001 (in thousands, except per unit data):

                  Three Months     Per Limited      Three Months     Per Limited
                     Ended         Partnership         Ended         Partnership
                 March 31, 2002        Unit        March 31, 2001        Unit

Operations           $ 547           $ 5.82           $1,637           $17.43

Future  cash  distributions  will  depend on the levels of cash  generated  from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,   property  sales,  and/or  refinancings.   The  Partnership's  cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance that the Partnership  will generate  sufficient  funds from operations
after required capital  improvements to permit  additional  distributions to its
partners during the remainder of 2002 or subsequent periods.

AIMCO and its affiliates owned 45,396.5 limited  partnership units (the "Units")
in the Partnership  representing  54.80% of the  outstanding  Units at March 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is possible that AIMCO or its affiliates will make
one  or  more  additional  offers  to  acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership of AIMCO.  Under the Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters.  As a result of its ownership of 54.80% of the outstanding Units, AIMCO
is in a  position  to  influence  all  voting  decisions  with  respect  to  the
Registrant. When voting on matters, AIMCO would in all likelihood vote the Units
it acquired  in a manner  favorable  to the  interest  of the  Managing  General
Partner because of its affiliation with the Managing  General Partner.  However,
with respect to 17,023.5 Units, such affiliates are required to vote such Units:
(i) against any increase in compensation payable to the Managing General Partner
or to  affiliates;  and  (ii)  on  all  other  matters  submitted  by it or  its
affiliates, in proportion to the votes cast by non-tendering unitholders. Except
for the  foregoing,  no other  limitations  are  imposed on AIMCO's or any other
affiliates'   ability  to  influence   voting  decisions  with  respect  to  the
Partnership.


<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants oppose the motion. On April 29, 2002, the Court heard argument on the
motion and ordered  further  briefing  after which time the matter will be taken
under submission. The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint.

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

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  None.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended March 31, 2002.
<PAGE>

                                   SIGNATURES


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



                                    CENTURY PROPERTIES GROWTH FUND XXII


                                    By:   FOX PARTNERS IV
                                          Its General Partner


                                    By:   FOX CAPITAL MANAGEMENT CORPORATION
                                          Managing General Partner


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


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


                                    Date: