FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report



                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

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

                 For the quarterly period ended September 30, 2000


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


                For the transition period from _________to _________

                         Commission file number 0-13418


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



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

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

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


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



<PAGE>



                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS

a)

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

                               September 30, 2000

<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 2,644
   Receivables and deposits                                                   1,961
   Restricted escrows                                                           666
   Other assets                                                               1,397
   Investment properties:
      Land                                                   $ 14,396
      Buildings and related personal property                 123,261
                                                              137,657
      Less accumulated depreciation                           (64,118)       73,539
                                                                           $ 80,207
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                          $  544
   Tenant security deposit liabilities                                          409
   Accrued property taxes                                                     1,509
   Other liabilities                                                            723
   Mortgage notes payable                                                    71,883

Partners' (Deficit) Capital
   General partner                                           $ (8,077)
   Limited partners (82,848 units issued and
      outstanding)                                             13,216         5,139
                                                                           $ 80,207
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>
b)

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

                                         Three Months Ended          Nine Months Ended
                                           September 30,               September 30,
                                         2000         1999          2000          1999
Revenues:                                          (Restated)                  (Restated)
<S>                                    <C>           <C>           <C>           <C>
  Rental income                        $ 5,457       $ 5,397       $16,424       $16,063
  Other income                             432           299         1,045           825
     Total revenues                      5,889         5,696        17,469        16,888

Expenses:
  Operating                              1,996         1,956         5,648         5,549
  General and administrative                96            91           270           302
  Depreciation                           1,192         1,077         3,558         3,266
  Interest                               1,456         1,469         4,369         4,421
  Property taxes                           540           427         1,562         1,370
     Total expenses                      5,280         5,020        15,407        14,908

 Income before cumulative effect
  of change in accounting
  principle                                609           676         2,062         1,980
Cumulative effect on prior
  years of a change in accounting
  principle                                 --            --            --           632

Net income                              $  609         $ 676       $ 2,062       $ 2,612

Net income allocated to general
  partner                                $  72         $  80         $ 243         $ 308
Net income allocated to limited
  partners                                 537           596         1,819         2,304

Net income                              $  609         $ 676       $ 2,062       $ 2,612

Per limited partnership unit:
  Income before cumulative effect       $ 6.48        $ 7.19       $ 21.95       $ 21.08
  Cumulative effect on prior
    years of a change in
    accounting principal                    --            --            --          6.73

Net income                              $ 6.48       $  7.19       $ 21.95       $ 27.81

Distributions per limited
  partnership unit                      $ 2.79       $ 19.00       $ 38.50       $ 72.23
</TABLE>

            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, 1999                  82,848     $(7,893)     $14,587      $ 6,694

Net income for the nine months
   ended September 30, 2000               --         243        1,819        2,062

Distributions to partners                 --        (427)      (3,190)      (3,617)

Partners' (deficit) capital at
   September 30, 2000                 82,848     $(8,077)     $13,216      $ 5,139
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

d)

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

                                                                 Nine Months Ended
                                                                   September 30,
                                                                 2000         1999
Cash flows from operating activities:                                      (Restated)
<S>                                                             <C>          <C>
  Net income                                                    $ 2,062      $ 2,612
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation                                                 3,558        3,266
     Loss on sale of equipment                                       21           --
     Amortization of loan costs                                     148          159
     Cumulative effect of a change in accounting principle           --         (632)
     Change in accounts:
      Receivables and deposits                                   (1,248)         293
      Other assets                                                  (57)          (8)
      Accounts payable                                              (20)          15
      Tenant security deposit liabilities                            52           10
      Accrued property taxes                                        190           11
      Other liabilities                                            (212)          34
         Net cash provided by operating activities                4,494        5,760

Cash flows from investing activities:
  Proceeds received from sale of equipment                          227           --
  Net withdrawals from (deposits to) restricted escrows             315         (258)
  Property improvements and replacements                         (1,871)      (1,933)
         Net cash used in investing activities                   (1,329)      (2,191)

Cash flows from financing activities:
  Mortgage principal payments                                      (557)        (518)
  Distributions to partners                                      (3,617)      (6,785)
         Net cash used in financing activities                   (4,174)      (7,303)

Net decrease in cash and cash equivalents                        (1,009)      (3,734)

Cash and cash equivalents at beginning of period                  3,653        6,684
Cash and cash equivalents at end of period                      $ 2,644      $ 2,950

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 4,222      $ 4,262

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

            See Accompanying Notes to Consolidated Financial Statements

<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 and nine month
periods ended September 30, 2000, are not necessarily  indicative of the results
that may be expected for the fiscal year ending  December 31, 2000.  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, 1999.

Principles of Consolidation

The Partnership's consolidated financial statements include the accounts of Wood
Creek CPGF 22, L.P., Plantation Creek CPGF 22, L.P., Stoney Creek CPGF 22, L.P.,
Four Winds CPGF 22, L.P.,  Coopers Point CPGF 22, L.P.,  Hampton Greens CPGF 22,
L.P.,  Century Stoney  Greens,  L.P. and Copper Mill CPGF 22, L.P., in which the
Partnership  ultimately  owns 100% interest in each of these  partnerships.  The
Partnership  has the  ability  to  control  the major  operating  and  financial
policies of these  partnerships.  All  interpartnership  transactions  have been
eliminated.

Change in Accounting Principle

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior painting and major landscaping.  The Partnership
believes that this accounting principle change is preferable because it provides
a better matching of expenses with the related benefit of the  expenditures  and
it is consistent with industry practice and the policies of the Managing General
Partner.  This accounting change was first reported during the fourth quarter of
1999. Accordingly,  net income for the three and nine months ended September 30,
1999 has been restated to reflect the  accounting  change as if it were reported
then.  This  adjustment  increased  income before the  cumulative  effect of the
accounting change for the three months ended September 30, 1999 by approximately
$12,000  ($0.13 per limited  partnership  unit) and decreased  income before the
cumulative  effect of the accounting  change for the nine months ended September
30, 1999 by  approximately  $4,000  ($0.04 per limited  partnership  unit).  The
cumulative effect adjustment of approximately $632,000 is the result of applying
the aforementioned change in accounting principle  retroactively and is included
in income for 1999. The accounting  principle  change will not have an effect on
cash flow,  funds  available  for  distribution  or fees payable to the Managing
General Partner and affiliates.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment  Investment and Management Company  ("AIMCO"),  a publicly
traded real estate investment trust, with AIMCO being the surviving  corporation
(the "Insignia Merger").  As a result, AIMCO acquired 100% ownership interest in
the Managing General Partner. The Managing General Partner does not believe that
this  transaction  has had or will have a  material  effect on the  affairs  and
operations of the Partnership.

Note C - Transactions with Affiliated Parties

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

The following  transactions with affiliates of the Managing General Partner were
incurred during the nine month periods ended September 30, 2000 and 1999:

                                                                  2000      1999
                                                                  (in thousands)
 Property management fees (included in operating expenses)        $880      $848
 Reimbursement for services of affiliates (included in
   operating and general and administrative expenses
   and investment properties)                                      131       132
 Partnership management incentive allocation (included in
   general partner distribution)                                   362       679

During the nine months  ended  September  30, 2000 and 1999,  affiliates  of the
Managing  General Partner were 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
$880,000 and $848,000  for the nine months  ended  September  30, 2000 and 1999,
respectively.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $131,000 and $132,000 for the
nine months ended  September 30, 2000 and 1999,  respectively.  At September 30,
2000, approximately $14,000 was accrued and included in other liabilities.

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  $362,000 of  Partnership  management  incentive
allocation was paid along with the distributions from operations made during the
nine months ended September 30, 2000. During the nine months ended September 30,
1999 approximately  $679,000 of Partnership  management incentive allocation was
paid along with the  distributions  from  operations made during the nine months
ended  September  30, 1999.  The  incentive  allocation  is  accounted  for as a
distribution  to the  general  partner,  in  accordance  with  the  terms of the
Partnership Agreement.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,   AIMCO  and  its  affiliates   currently  own  43,395.50   limited
partnership  units in the  Partnership  representing  52.38% of the  outstanding
units.  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, which would include without limitation, voting on certain amendments to
the Partnership  Agreement and voting to remove the Managing General Partner. As
a result of its  ownership  of 52.38% 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
their  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 such  affiliates'  ability to
influence voting decisions with respect to the Partnership.

Note D - Distribution

During the nine months ended  September 30, 2000,  the  Partnership  distributed
approximately  $3,617,000  (approximately  $3,190,000 to the limited partners or
$38.50 per limited  partnership  unit) from operations.  Subsequent to September
30, 2000, a  distribution  was  declared  and paid of  approximately  $1,332,000
(approximately  $1,175,000 to limited partners or $14.18 per limited partnership
unit).  During  the nine  months  ended  September  30,  1999,  the  Partnership
distributed  approximately  $6,785,000  (approximately  $5,984,000 or $72.23 per
limited partnership unit) from operations.

Note E - Loss on Sale of Equipment

During the three months ended September 30, 2000, the Partnership sold its cable
equipment at Plantation Creek Apartments for approximately $227,000. At the time
of  the  sale,  the  cable  equipment  had a  book  value,  net  of  accumulated
depreciation,  of  approximately  $248,000  and  the  resulting  loss on sale of
approximately $21,000 and has been included in operating expenses.

Note F - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment derives its revenues:

The  Partnership  has  one  reportable  segment:   residential  properties.  The
Partnership's  residential property segment consists of nine apartment complexes
in the Southeast,  Midwest and Southwest  United States.  The Partnership  rents
apartment units to tenants for terms that are typically twelve months or less.

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.

Factors management used to identify the enterprise's reportable segment:

The  Partnership's  reportable  segment  consists of investment  properties that
offer similar products and services.  Although each of the investment properties
are  managed  separately,  they have been  aggregated  into one  segment as they
provide services with similar types of products and customers.

Segment  information  for the three and nine months ended September 30, 2000 and
1999, is shown in the tables below (in  thousands).  The "Other" column includes
partnership administration related items and income and expense not allocated to
the reportable segments.


 Three Months Ended September 30, 2000   Residential     Other      Totals

Rental revenue                             $ 5,457       $   --    $ 5,457
Other income                                   430            2        432
Interest expense                             1,456           --      1,456
Depreciation                                 1,192           --      1,192
General and administrative expense              --           96         96
Segment profit (loss)                          703          (94)       609


  Nine Months Ended September 30, 2000   Residential     Other      Totals

Rental revenue                             $16,424       $   --    $16,424
Other income                                 1,034           11      1,045
Interest expense                             4,369           --      4,369
Depreciation                                 3,558           --      3,558
General and administrative expense              --          270        270
Segment profit (loss)                        2,321         (259)     2,062
Total assets                                79,915          292     80,207
Capital expenditures for investment
  Properties                                 2,119           --      2,119


 Three Months Ended September 30, 1999    Residential    Other      Totals
                                                     (Restated)
Rental income                               $ 5,397       $  --    $ 5,397
Other income                                    296           3        299
Interest expense                              1,469          --      1,469
Depreciation                                  1,077          --      1,077
General and administrative expense               --          91         91
Segment profit (loss)                           764         (88)       676


 Nine Months Ended September 30, 1999    Residential    Other      Totals
                                                    (Restated)
Rental income                              $16,063       $  --    $16,063
Other income                                   807          18        825
Interest expense                             4,421          --      4,421
Depreciation                                 3,266          --      3,266
General and administrative expense              --         302        302
Cumulative effect of a change in
  accounting principle                         632          --        632
Segment profit (loss)                        2,896        (284)     2,612
Total assets                                82,318          72      82,390
Capital expenditures for investment
  properties                                 1,933           --      1,933

Note G - 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. 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 the acquisition of interests in certain 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; the management of partnerships
by the  Insignia  affiliates;  and the  Insignia  Merger.  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 have 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 final 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. The Court is considering applications for lead
counsel and has  currently  scheduled a hearing on the matter for  November  20,
2000. The Managing  General  Partner does not anticipate  that costs  associated
with this case 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 nine apartment complexes. The
following table sets forth the average  occupancy for each of the properties for
the nine months ended September 30, 2000 and 1999:

                                                  Average Occupancy
      Property                                     2000       1999

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

Results of Operations

The  Partnership's  net income for the nine months ended  September 30, 2000 was
approximately  $2,062,000 as compared to approximately  $2,612,000 (as restated)
for the  comparable  period in 1999.  The  decrease  in net income is  primarily
attributable  to the  cumulative  effect of a change in accounting  principle of
approximately  $632,000  recognized  during the nine months ended  September 30,
1999.  Income before the cumulative  effect of a change in accounting  principle
was  approximately  $2,062,000  and $1,980,000 (as restated) for the nine months
ended September 30, 2000 and 1999,  respectively.  The  Partnership's net income
for the  three  months  ended  September  30,  2000 was  approximately  $609,000
compared to  approximately  $676,000 (as restated) for the comparable  period in
1999.  The increase in income before the  cumulative  effect for the nine months
ended September 30, 2000 is primarily due to an increase in total revenues which
was partially  offset by an increase in total  expenses.  The decrease in income
for the three months ended September 30, 2000 is primarily due to an increase in
total expenses which was partially offset by an increase in total revenue.

The increase in total revenues is due to an increase in rental and other income.
Rental  income   increased  due  to  increased   rental  rates  at  all  of  the
Partnership's  investment  properties which more than offset the slight decrease
in  occupancy  at six of  the  Partnership's  nine  investment  properties.  The
increase in other income is primarily due to increases in auxiliary  services at
the Partnership's investment properties.

The increase in total expenses for the three and nine months ended September 30,
2000, is primarily due to increases in depreciation, property tax, and operating
expenses  partially  offset by a  decrease  in  interest  expense  and,  for the
comparable nine month periods,  general and administrative expense. The increase
in  depreciation  expense is due to new  depreciable  assets  being  placed into
service at the  Partnership's  properties  during the past  twelve  months.  The
increase  in  property  tax is due to an  increase  in  assessed  values  at all
properties  except  Woodcreek  and  Cooper  Mill  Apartments.  The  increase  in
operating  expense is primarily due to increases in the general  expenses of all
the  Partnership's  investment  properties.  Interest  expense  decreased due to
scheduled  principal  payment  which  reduced the  carrying  balance of the debt
encumbering the property. The decrease in general and administrative expense for
the nine months ended September 30, 2000 is primarily due to a decrease in legal
expense, as the result of a legal settlement during the first quarter of 1999.

Included  in general  and  administrative  expenses  for the nine  months  ended
September 30, 2000 and 1999, are  reimbursements to the Managing General Partner
allowed under the  Partnership  Agreement  associated with its management of the
Partnership.  In  addition,  costs  associated  with the  quarterly  and  annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement are also included.

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior painting and major landscaping.  The Partnership
believes that this accounting principle change is preferable because it provides
a better matching of expenses with the related benefit of the  expenditures  and
it is consistent with industry practice and the policies of the Managing General
Partner.  This accounting change was first reported during the fourth quarter of
1999. Accordingly,  net income for the three and nine months ended September 30,
1999 has been restated to reflect the  accounting  change as if it were reported
then.  This  adjustment  increased  income before the  cumulative  effect of the
accounting change for the three months ended September 30, 1999 by approximately
$12,000  ($0.13 per limited  partnership  unit) and decreased  income before the
cumulative  effect of the accounting  change for the nine months ended September
30, 1999 by  approximately  $4,000  ($0.04 per limited  partnership  unit).  The
cumulative effect adjustment of approximately $632,000 is the result of applying
the aforementioned change in accounting principle  retroactively and is included
in income for 1999. The accounting  principle  change will not have an effect on
cash flow,  funds  available  for  distribution  or fees payable to the Managing
General Partner and affiliates.

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

Capital Resources and Liquidity

At  September  30,  2000,  the  Partnership  had cash and  cash  equivalents  of
approximately  $2,644,000 as compared to  approximately  $2,950,000 at September
30,  1999.  For the  nine  months  ended  September  30,  2000,  cash  and  cash
equivalents decreased approximately $1,009,000 from the Partnership's year ended
December  31,  1999.  The  decrease  in  cash  and  cash  equivalents  is due to
approximately  $4,174,000 of cash used in financing activities and approximately
$1,329,000 of cash used in investing  activities,  which was partially offset by
approximately $4,494,000 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   partially  offset  by  net  withdrawals  from
restricted  escrows  maintained by the mortgage lenders and proceeds received on
the sale of equipment.  The Partnership  invests its working capital reserves in
money market accounts.

During the three months ended September 30, 2000, the Partnership sold its cable
equipment at Plantation Creek Apartments for approximately $227,000. At the time
of  the  sale,  the  cable  equipment  had a  book  value,  net  of  accumulated
depreciation,  of  approximately  $248,000  and  the  resulting  loss on sale of
approximately $21,000 and has been included in operating expenses.

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 Apartments

Approximately $190,000 has been budgeted for capital improvements during 2000 at
Cooper's  Pointe  Apartments   consisting   primarily  of  interior  decoration,
appliance replacements,  exterior painting, and floor covering replacements. The
Partnership completed approximately $136,000 in capital expenditures at Cooper's
Pointe  Apartments  as of  September  30,  2000,  consisting  primarily of floor
covering  replacements,  exterior painting,  and appliance  replacements.  These
improvements were funded from operating cash flow and replacement reserves.

Copper Mill Apartments

Approximately $107,000 has been budgeted for capital improvements during 2000 at
Copper Mill Apartments  consisting  primarily of carpet  replacement,  appliance
replacements,   and   structural   improvements.   The   Partnership   completed
approximately  $92,000 in capital  expenditures  at Copper Mill Apartments as of
September  30,  2000,  consisting  primarily  of  floor  covering  replacements,
building improvements, and appliance replacement. These improvements were funded
from replacement reserves and operating cash flows.

Four Winds Apartments

Approximately $224,000 has been budgeted for capital improvements during 2000 at
Four Winds  Apartments  consisting  primarily  of plumbing  enhancements,  floor
covering   replacements,   structural   improvements,   and   air   conditioning
replacements.  The Partnership completed  approximately $472,000 of budgeted and
unbudgeted  capital  expenditures  at Four Winds  Apartments as of September 30,
2000,  consisting primarily of floor covering  replacements,  major landscaping,
structural and other improvements, HVAC condensing units, plumbing enhancements,
and appliance  replacements.  These improvements were funded from operating cash
flow, and replacement reserves.

Autumn Run Apartments

Approximately $256,000 has been budgeted for capital improvements during 2000 at
Autumn Run  Apartments  consisting  primarily of appliance  replacements,  floor
covering replacements,  and structural  improvements.  The Partnership completed
approximately  $198,000 in capital  expenditures  at Autumn Run Apartments as of
September   30,  2000,   consisting   primarily  of   structural   and  plumbing
improvements,  floor covering  replacements,  electrical upgrades, and appliance
replacements.  These  improvements  were  funded  from  operating  cash flow and
replacement reserves.

Plantation Creek Apartments

Approximately $794,000 has been budgeted for capital improvements during 2000 at
Plantation Creek  Apartments  consisting  primarily of structural  improvements,
clubhouse renovations,  plumbing enhancements, carpet replacement, and appliance
replacements.  The  Partnership  completed  approximately  $442,000  in  capital
expenditures at Plantation Creek Apartments as of September 30, 2000, consisting
primarily of structural  improvements,  carpet  replacements,  submetering,  and
appliance replacements. These improvements were funded from operating cash flow.

Wood Creek Apartments

Approximately $202,000 has been budgeted for capital improvements during 2000 at
Wood Creek  Apartments  consisting  primarily  of appliance  and floor  covering
replacements,  plumbing enhancements, air conditioning improvements,  structural
improvements,  and roof replacements.  The Partnership  completed  approximately
$412,000  of  budgeted  and  unbudgeted  capital   expenditures  at  Wood  Creek
Apartments  as  of  September  30,  2000,  consisting  primarily  of  structural
improvements,  floor  covering  replacements,  interior  and  exterior  building
improvements,  and  plumbing  fixtures.  These  improvements  were  funded  from
operating cash flow.

Promontory Point Apartments

Approximately $225,000 has been budgeted for capital improvements during 2000 at
Promontory Point  Apartments  consisting  primarily of structural  improvements,
appliance  replacements,  floor  covering  replacements,  and  air  conditioning
replacements.  The Partnership completed  approximately $224,000 of budgeted and
unbudgeted  capital  expenditures at Promontory Point Apartments as of September
30,  2000,  consisting  primarily  of  plumbing  improvements,   floor  covering
replacements,  appliance replacements,  pool  improvements/structural  and other
improvements.  These  improvements  were funded from  replacement  reserves  and
operating cash flow.

Hampton Greens Apartments

Approximately $103,000 has been budgeted for capital improvements during 2000 at
Hampton Greens Apartments  consisting primarily of floor covering  replacements,
appliance replacements,  interior decoration, air conditioning replacements, and
counter top replacements.  The Partnership  completed  approximately  $64,000 in
capital  expenditures  at Hampton  Greens  Apartments  as of September 30, 2000,
consisting primarily of floor covering replacements, appliance replacements, and
perimeter fencing. These improvements were funded from operating cash flow.

Stoney Creek Apartments

Approximately $116,000 has been budgeted for capital improvements during 2000 at
Stoney Creek  Apartments  consisting  primarily of floor covering  replacements,
interior  decoration,   air  conditioning  unit  replacements  and  counter  top
replacements.   The  Partnership  completed  approximately  $79,000  in  capital
expenditures  at Stoney Creek  Apartments as of September  30, 2000,  consisting
primarily of structural improvements,  floor covering replacements and appliance
replacements. These improvements were funded from operating cash flow.

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.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness  of  approximately  $71,883,000  is being  amortized  over  varying
periods with balloon payments due over periods ranging from November 2003 to May
2008.  The Managing  General  Partner will attempt to refinance  such  remaining
indebtedness  and/or sell the properties  prior to such maturity  dates.  If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
will risk losing such properties through foreclosure.

During the nine months ended  September 30, 2000,  the  Partnership  distributed
approximately  $3,617,000  (approximately  $3,190,000 to the limited partners or
$38.50 per limited  partnership  unit) from operations.  Subsequent to September
30,  2000 a  distribution  was  declared  and paid of  approximately  $1,332,000
(approximately  $1,175,000 to limited partners or $14.18 per limited partnership
unit).  During  the nine  months  ended  September  30,  1999,  the  Partnership
distributed  approximately  $6,785,000  (approximately  $5,984,000 or $72.23 per
limited partnership unit) from operations. The Partnership's distribution policy
is reviewed on a quarterly basis.  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. There can be
no assurance,  however, that the Partnership will generate sufficient funds from
operations   after   required   capital   improvements   to  permit   additional
distributions  to its  partners  during  the  remainder  of 2000  or  subsequent
periods.

<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. 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 the acquisition of interests in certain 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; the management of partnerships
by the  Insignia  affiliates;  and the  Insignia  Merger.  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 have 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 final 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. The Court is considering applications for lead
counsel and has  currently  scheduled a hearing on the matter for  November  20,
2000. The Managing  General  Partner does not anticipate  that costs  associated
with this case will be material to the Partnership's overall operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

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

            b)    Reports on Form 8-K:

                  None filed during the quarter ended September 30, 2000.

<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: