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

                                  Form 10-QSB/A

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

                 For the quarterly period ended September 30, 2002


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


                For the transition period from _________to _________

                         Commission file number 0-13418


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



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

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

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

<PAGE>

The issuer  recently  discovered  that it had  inadvertently  omitted  conformed
signatures on certain certifications included in its 10-QSB filing made November
14, 2002.  Original  signatures were complete and on file with the issuer at the
time the 10-QSB filing was made in November;  however,  due to a clerical error,
conformed  signatures were not included in the electronic filing. This amendment
is being filed solely to correct this inadvertent clerical error.

                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS



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

                               September 30, 2002

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 967
   Receivables and deposits                                                   1,465
   Restricted escrows                                                           388
   Other assets                                                               1,205
   Investment properties:
      Land                                                   $ 12,707
      Buildings and related personal property                 115,768
                                                              128,475
      Less accumulated depreciation                           (66,441)       62,034
                                                                           $ 66,059
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                          $ 468
   Tenant security deposit liabilities                                          317
   Accrued property taxes                                                     1,405
   Other liabilities                                                            720
   Mortgage notes payable                                                    67,421

Partners' (Deficit) Capital
   General partner                                           $ (7,988)
   Limited partners (82,848 units issued and
      outstanding)                                              3,716        (4,272)
                                                                           $ 66,059

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>


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

                                            Three Months Ended        Nine Months Ended
                                              September 30,             September 30,
                                            2002         2001          2002        2001
Revenues:                                             (Restated)                (Restated)
<S>                                       <C>           <C>          <C>          <C>
  Rental income                           $ 4,372       $ 4,770      $13,361      $14,535
  Other income                                465           344        1,274          996
  Casualty gain                               531            --          544           --
     Total revenues                         5,368         5,114       15,179       15,531

Expenses:
  Operating                                 1,908         1,844        5,635        5,233
  General and administrative                  117           159          376          441
  Depreciation                              1,180         1,147        3,540        3,419
  Interest                                  1,346         1,351        4,057        3,964
  Property taxes                              476           455        1,436        1,362
     Total expenses                         5,027         4,956       15,044       14,419

Income from continuing operations             341           158          135        1,112
Loss from discontinued operations              --          (979)          --         (723)
Gain on sale of discontinued
  operations                                   --         6,774           --        6,774

Net income                                 $ 341        $ 5,953       $ 135       $ 7,163

Net income allocated to general
  partner                                   $ 40         $ 702         $ 16        $ 845
Net income allocated to limited
  partners                                    301         5,251          119        6,318

                                           $ 341        $ 5,953       $ 135       $ 7,163
Per limited partnership unit:
  Income from continuing operations        $ 3.63       $ 1.68        $ 1.44      $ 11.84
  Loss from discontinued operations            --        (10.42)          --        (7.70)
  Gain on sale of discontinued
    operations                                 --         72.12           --        72.12

Net income per limited partnership
  unit                                     $ 3.63       $ 63.38       $ 1.44      $ 76.26

Distributions per limited partnership
  unit                                     $ 5.01       $106.11      $ 20.39      $137.95

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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


                                     Limited
                                   Partnership   General      Limited
                                      Units      Partner     Partners       Total

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

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

Net income for the nine months
   ended September 30, 2002               --          16          119          135

Distributions to partners                 --        (226)      (1,689)      (1,915)

Partners' (deficit) capital at
   September 30, 2002                 82,848     $(7,988)     $ 3,716      $(4,272)

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

                                                                   Nine Months Ended
                                                                     September 30,
                                                                    2002         2001
Cash flows from operating activities:
<S>                                                                <C>         <C>
  Net income                                                       $ 135       $ 7,163
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Depreciation                                                   3,540        3,683
     Bad debt                                                         515          235
     Amortization of loan costs                                       138          153
     Gain on sale of discontinued operations                           --       (6,774)
     Loss on early extinguishment of debt                              --          984
     Casualty gain                                                   (544)         (74)
     Change in accounts:
      Receivables and deposits                                       (493)        (269)
      Other assets                                                   (183)        (234)
      Accounts payable                                                154           32
      Tenant security deposit liabilities                              22          (82)
      Accrued property taxes                                          190          216
      Other liabilities                                               109         (243)
        Net cash provided by operating activities                   3,583        4,790

Cash flows from investing activities:
  Property improvements and replacements                           (1,975)      (2,310)
  Net (deposits to) withdrawals from restricted escrows              (117)         133
  Insurance proceeds received                                         759          104
  Net proceeds from sale of discontinued operations                    --       14,130
        Net cash (used in) provided by investing activities        (1,333)      12,057

Cash flows from financing activities:
  Principal payments on mortgage notes payable                       (816)        (524)
  Distributions to partners                                        (1,915)     (11,961)
  Debt extinguishment costs                                            --         (853)
  Proceeds from refinancing                                            --       13,125
  Loan costs paid                                                      --         (241)
  Repayment of mortgage notes payable                                  --      (15,751)
        Net cash used in financing activities                      (2,731)     (16,205)

Net (decrease) increase in cash and cash equivalents                 (481)         642

Cash and cash equivalents at beginning of period                    1,448        1,765
Cash and cash equivalents at end of period                         $ 967       $ 2,407

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 3,920      $ 4,206

At  September  30, 2002 and December  31,  2001,  accounts  payable and property
improvements  and  replacements  were  adjusted  by  approximately  $39,000  and
$116,000, respectively.

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                       CENTURY PROPERTIES GROWTH FUND XXII
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Century
Properties  Growth  Fund  XXII (the  "Partnership"  or  "Registrant")  have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-QSB and Item 310(b)
of Regulation S-B.  Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the  opinion of Fox  Capital  Management  Corporation
("FCMC" or the  "Managing  General  Partner"),  a  California  corporation,  the
managing general partner of the Partnership's  general partner,  all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation have been included.  Operating results for the three and nine month
periods ended September 30, 2002, are not necessarily  indicative of the results
that may be expected for the fiscal year ending  December 31, 2002.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto  included  in the  Partnership's  Annual  Report on Form  10-KSB for the
fiscal year ended  December 31, 2001. The Managing  General  Partner is a wholly
owned subsidiary of Apartment  Investment and Management  Company  ("AIMCO"),  a
publicly traded real estate investment trust.

Effective  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 a loss
from  discontinued  operations  due to its sale in July  2001.  The  Partnership
recognized a loss from  discontinued  operations  of  approximately  $723,000 on
revenues of  approximately  $1,428,000  for the nine months ended  September 30,
2001.

Effective  April 1, 2002, the  Partnership  adopted SFAS No. 145,  "Recission of
FASB  Statements No. 4, 44 and 64." SFAS No. 4 "Reporting  Gains and Losses from
Extinguishment of Debt," required that all gains and losses from  extinguishment
of debt be aggregated  and, if material,  classified as an  extraordinary  item.
SFAS No.  145  rescinds  SFAS No.  4, and  accordingly,  gains and  losses  from
extinguishment  of debt should only be classified as  extraordinary  if they are
unusual  in  nature  and  occur  infrequently.  As a  result,  the  accompanying
consolidated  statements  of  operations  have been restated as of September 30,
2001 to reflect  the  losses on early  extinguishment  of debt of  approximately
$953,000 at Stoney Creek Apartments (see "Note D") and approximately  $31,000 at
Autumn Run Apartments  (see "Note E") in loss from  discontinued  operations and
interest expense, respectively, rather than as an extraordinary item.

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 $762,000 and $890,000 for the nine months ended September 30, 2002
and 2001,  respectively,  which is included in operating  expenses and loss from
discontinued operations.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $253,000 and $861,000 for the
nine months ended September 30, 2002 and 2001,  respectively,  which is included
in general and administrative  expenses and investment  properties.  Included in
these amounts are fees related to construction  management  services provided by
an affiliate  of the  Managing  General  Partner of  approximately  $122,000 and
$737,000 for the nine months ended  September  30, 2002 and 2001,  respectively.
The construction management service fees are calculated based on a percentage of
current year additions to investment properties.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership,  the Managing  General Partner is entitled to receive a Partnership
management fee equal to 10% of the  Partnership's  adjusted cash from operations
as  distributed.  Approximately  $192,000 of  Partnership  management  incentive
allocation was paid along with the distributions from operations made during the
nine months ended September 30, 2002. During the nine months ended September 30,
2001,  approximately $299,000 of Partnership management incentive allocation was
paid along with the distributions from operations.  The incentive  allocation is
accounted for as a distribution to the general  partner,  in accordance with the
terms of the Partnership Agreement.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  The Partnership had no outstanding  amounts due under this line of
credit at September 30, 2002.  Subsequent to September 30, 2002, an affiliate of
the Managing  General  Partner agreed to advance funds in excess of the $150,000
line of credit to fund  operating  expenses of Plantation  Creek  Apartments and
advanced  $329,000 for this purpose.  This advance is expected to be repaid from
operating cash flow generated by the property.

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 nine months ended
September  30,  2002 and 2001,  the  Partnership  was  charged  by AIMCO and its
affiliates  approximately  $216,000 and  $214,000,  respectively,  for insurance
coverage and fees associated with policy claims administration.

Note C - Casualty Gains

During the nine months ended September 30, 2002, the Partnership  recorded a net
casualty  gain of  approximately  $544,000  which was the  result of a  $531,000
casualty gain recorded at Promontory  Point  Apartments  and a $13,000  casualty
gain recorded at Wood Creek  Apartments.  The casualty gain at Promontory  Point
Apartments  related to a fire in January 2002 which caused damage to 24 units of
the  complex.  The gain was a result of the  receipt of  insurance  proceeds  of
approximately  $746,000 offset by approximately  $215,000 of undepreciated fixed
assets being written off.

The casualty gain at Wood Creek Apartments related to a water main break in July
2001 which caused  damage to one unit of the complex.  During 2001,  the related
assets  were  written  off and the  Partnership  recognized  a casualty  gain of
approximately  $46,000.  During the nine months ended  September  30, 2002,  the
final  insurance  proceeds  were  received  and the  Partnership  recognized  an
additional casualty gain of $13,000.

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

Note D - Sale of Investment Property

On July 31, 2001, the Partnership  sold Stoney Creek  Apartments to an unrelated
third  party for net  proceeds of  approximately  $14,130,000  after  payment of
closing costs.  The  Partnership  recognized a gain on the sale of  discontinued
operations of approximately  $6,774,000 as of September 30, 2001.  Approximately
$6,651,000 of the net proceeds were used to repay the mortgage  encumbering  the
property.  The Partnership  recognized a loss on early extinguishment of debt of
approximately  $953,000  as a result of a  prepayment  penalty of  approximately
$853,000 for the early  repayment of the mortgage  encumbering  the property and
approximately  $100,000 of unamortized loan costs being written off. The loss on
early  extinguishment  of  debt  is  included  in  the  loss  from  discontinued
operations for the three and nine months ended September 30, 2001.

Note E - Mortgage Refinancing

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 approximately $102,000 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.  Loan costs  capitalized  for the
refinancing were approximately $241,000 of which approximately $131,000 was paid
to the Managing  General Partner in accordance with the terms of the Partnership
Agreement.  The Partnership  recorded a loss on early  extinguishment of debt of
approximately  $31,000 as a result of unamortized  loan costs being written off.
The loss is  included in  interest  expense for the three and nine months  ended
September 30, 2001.

Note F - Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its entirety through November 7, 2002 so that the parties can
have an  opportunity  to discuss  settlement.  On October  30,  2002,  the court
entered an order extending the stay in effect through January 10, 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 parties are currently in the midst of briefing that appeal.

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

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

<PAGE>

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

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for forward-looking  statements in certain circumstances.  The matters discussed
in this report contain certain forward-looking  statements,  including,  without
limitation,  statements regarding future financial performance and the effect of
government regulations. The discussions of the Registrant's business and results
of operations,  including forward-looking statements pertaining to such matters,
do not take into account the effects of any changes to the Registrant's business
and  results of  operations.  Actual  results may differ  materially  from those
described in the forward-looking statements and will be affected by a variety of
risks and factors  including,  without  limitation:  national and local economic
conditions; the terms of governmental regulations that affect the Registrant and
interpretations of those regulations;  the competitive  environment in which the
Registrant  operates;  financing risks,  including the risk that cash flows from
operations  may be  insufficient  to meet  required  payments of  principal  and
interest;  real estate risks, including variations of real estate values and the
general  economic  climate in local markets and  competition for tenants in such
markets; and possible environmental liabilities. Readers should carefully review
the Registrant's financial statements and the notes thereto, as well as the risk
factors  described in the documents the Registrant  files from time to time with
the Securities and Exchange Commission.

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

                                                   Average Occupancy
      Property                                      2002       2001

      Cooper's Pointe Apartments                    92%        90%
         North Charleston, South Carolina
      Copper Mill Apartments                        95%        97%
         Richmond, Virginia
      Four Winds Apartments                         95%        93%
         Overland Park, Kansas
      Autumn Run Apartments (1)                     92%        95%
         Naperville, Illinois
      Plantation Creek Apartments (2)               85%        90%
         Atlanta, Georgia
      Wood Creek Apartments (3)                     85%        94%
         Mesa, Arizona
      Promontory Point Apartments (4)               85%        91%
         Austin, Texas
      Hampton Greens Apartments                     92%        90%
         Dallas, Texas

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

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

(3)   The  decrease  in  occupancy  at  Wood  Creek  Apartments  is due to  road
      construction in the surrounding  area as well as increased  competition in
      the Mesa market.

(4)   The decrease in occupancy at Promontory  Point Apartments is primarily due
      to a fire that  caused  damage to 24 units in January  2002.  The  damaged
      units were available for rent during July 2002.

Results of Operations

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived Assets", which established standards for the way that public business
enterprises  report  information  about long-lived  assets that are either being
held for sale or have  already  been  disposed  of by sale or other  means.  The
standard  requires  that results of  operations  for a long-lived  asset that is
being  held  for  sale  or  has  already  been  disposed  of  be  reported  as a
discontinued  operation  on  the  statement  of  operations.  As a  result,  the
accompanying  consolidated  statements  of  operations  have been restated as of
January 1, 2001 to reflect the  operations of Stoney Creek  Apartments as a loss
from  discontinued  operations  due to its sale in July  2001.  The  Partnership
recognized a loss from  discontinued  operations  of  approximately  $723,000 on
revenues of  approximately  $1,428,000  for the nine months ended  September 30,
2001.

Effective  April 1, 2002, the  Partnership  adopted SFAS No. 145,  "Recission of
FASB  Statements No. 4, 44 and 64." SFAS No. 4 "Reporting  Gains and Losses from
Extinguishment of Debt," required that all gains and losses from  extinguishment
of debt be aggregated  and, if material,  classified as an  extraordinary  item.
SFAS No.  145  rescinds  SFAS No.  4, and  accordingly,  gains and  losses  from
extinguishment  of debt should only be classified as  extraordinary  if they are
unusual  in  nature  and  occur  infrequently.  As a  result,  the  accompanying
consolidated  statements  of  operations  have been restated as of September 30,
2001 to reflect  the  losses on early  extinguishment  of debt of  approximately
$953,000 at Stoney  Creek  Apartments  and  approximately  $31,000 at Autumn Run
Apartments  in  loss  from   discontinued   operations  and  interest   expense,
respectively, rather than as an extraordinary item.

On July 31, 2001, the Partnership  sold Stoney Creek  Apartments to an unrelated
third  party for net  proceeds of  approximately  $14,130,000  after  payment of
closing costs.  The  Partnership  recognized a gain on the sale of  discontinued
operations of approximately  $6,774,000 as of September 30, 2001.  Approximately
$6,651,000 of the net proceeds were used to repay the mortgage  encumbering  the
property.  The Partnership  recognized a loss on early extinguishment of debt of
approximately  $953,000  as a result of a  prepayment  penalty of  approximately
$853,000 for the early  repayment of the mortgage  encumbering  the property and
approximately  $100,000 of unamortized loan costs being written off. The loss on
early  extinguishment  of  debt  is  included  in  the  loss  from  discontinued
operations for the three and nine months ended September 30, 2001.

The Partnership  recognized  income from continuing  operations of approximately
$135,000 and $1,112,000  for the nine months ended  September 30, 2002 and 2001,
respectively.  Income from continuing operations decreased due to an increase in
total expenses and a decrease in total revenues.

The increase in total expenses was due to increases in operating,  depreciation,
interest and property tax expenses  slightly offset by a decrease in general and
administrative  expense.  Operating  expense  increased  due to an  increase  in
utility  costs,  especially  at Autumn Run  Apartments,  increases  in insurance
premiums at Promontory  Point  Apartments and Hampton  Greens  Apartments and an
increase in  maintenance  costs at  Plantation  Creek  Apartments.  Depreciation
expense  increased due to property  improvements  and  replacements  placed into
service during the past twelve months which are now being depreciated.  Interest
expense   increased  due  to  the  refinancing  of  the  mortgage  note  payable
encumbering  Autumn Run  Apartments  in  September  2001 which  created a higher
average debt  balance  during 2002.  Property  tax expense  increased  due to an
additional billing in 2002 by the local taxing  authorities  related to the 2001
tax  year at  Cooper's  Pointe  Apartments  along  with  adjustments  to the tax
accruals for Autumn Run Apartments and Promontory  Point  Apartments as a result
of an increase  in taxes owed for the  properties.  General  and  administrative
expense  decreased due to a decrease in  professional  fees  associated with the
management of the Partnership.

Total  revenues  decreased as a result of a decrease in rental income  partially
offset by an increase in other income and a casualty  gain at  Promontory  Point
Apartments and 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 Wood Creek  Apartments  and
Plantation Creek Apartments.  Other income increased due to increases in utility
reimbursements at all of the Partnership's investment properties and an increase
in lease  cancellation  fees at  Plantation  Creek  Apartments  and  Four  Winds
Apartments.

During the nine months ended September 30, 2002, the Partnership  recorded a net
casualty  gain of  approximately  $544,000  which was the  result of a  $531,000
casualty gain recorded at Promontory  Point  Apartments  and a $13,000  casualty
gain recorded at Wood Creek  Apartments.  The casualty gain at Promontory  Point
Apartments  related to a fire in January 2002 which caused damage to 24 units of
the  complex.  The gain was a result of the  receipt of  insurance  proceeds  of
approximately  $746,000 offset by approximately  $215,000 of undepreciated fixed
assets being written off.

The casualty gain at Wood Creek Apartments related to a water main break in July
2001 which caused  damage to one unit of the complex.  During 2001,  the related
assets  were  written  off and the  Partnership  recognized  a casualty  gain of
approximately  $46,000.  During the nine months ended  September  30, 2002,  the
final  insurance  proceeds  were  received  and the  Partnership  recognized  an
additional casualty gain of $13,000.

The  Partnership  recognized  income from  continuing  operations  for the three
months  ended  September  30,  2002 of  approximately  $341,000  as  compared to
approximately $158,000 for the comparable period in 2001. The increase in income
from  continuing  operations  is due to an increase in total  revenues  slightly
offset by an increase in total  expenses.  Total  revenues  increased due to the
casualty gain recognized at Promontory Point Apartments and an increase in other
income offset by a decrease in rental income as discussed above.  Total expenses
increased  due to an  increase  in  operating,  depreciation  and  property  tax
expenses partially offset by a decrease in general and administrative expense as
discussed above.

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

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,  2002,  the  Partnership  had cash and  cash  equivalents  of
approximately $967,000 as compared to approximately  $2,407,000 at September 30,
2001. Cash and cash equivalents decreased  approximately  $481,000 from December
31, 2001.  The  decrease in cash and cash  equivalents  is due to  approximately
$2,731,000  and  $1,333,000 of cash used in financing and investing  activities,
respectively,  which was partially  offset by  approximately  $3,583,000 of cash
provided by operating activities.  Cash used in financing activities consists of
cash distributions to partners and, to a lesser extent,  principal payments made
on the mortgages encumbering the Partnership's investment properties.  Cash used
in investing  activities consists of property  improvements and replacements and
net deposits to restricted  escrows maintained by the mortgage lenders partially
offset by the receipt of insurance proceeds. 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 had no outstanding  amounts due under this line of
credit at September 30, 2002.  Subsequent to September 30, 2002, an affiliate of
the Managing  General  Partner agreed to advance funds in excess of the $150,000
line of credit to fund  operating  expenses of Plantation  Creek  Apartments and
advanced  $329,000 for this purpose.  This advance is expected to be repaid from
operating cash flow generated by the property.

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

Cooper's Pointe

Approximately  $186,000 has been budgeted for capital  improvements  at Cooper's
Pointe consisting  primarily of major  landscaping,  water submetering and roof,
appliance,   and  floor  covering   replacements.   The  Partnership   completed
approximately  $105,000 in capital  expenditures at Cooper's  Pointe  Apartments
during the nine months ended September 30, 2002,  consisting  primarily of water
submetering,   floor   covering  and  air   conditioning   replacements.   These
improvements  were funded from  operating  cash flow and  replacement  reserves.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Copper Mill

Approximately  $81,000 has been budgeted for capital improvements at Copper Mill
consisting primarily of floor covering  replacements.  The Partnership completed
approximately  $67,000 in capital  expenditures at Copper Mill Apartments during
the nine months ended September 30, 2002, consisting primarily of floor covering
and air conditioning replacements and maintenance equipment.  These improvements
were  funded  from  operating  cash flow and  replacement  reserves.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Four Winds

Approximately  $250,000 has been budgeted for capital improvements at Four Winds
consisting   primarily  of  appliance,   floor  covering  and  air  conditioning
replacements,  major  landscaping and structural  improvements.  The Partnership
completed approximately $256,000 in budgeted and unbudgeted capital expenditures
at Four Winds  Apartments  during the nine  months  ended  September  30,  2002,
consisting primarily of major landscaping,  exterior painting and floor covering
replacements.  These  improvements  were  funded  from  operating  cash flow and
replacement reserves.  Additional improvements may be considered and will depend
on the physical  condition of the property as well as  replacement  reserves and
anticipated cash flow generated by the property.

Autumn Run

Approximately  $142,000 has been budgeted for capital improvements at Autumn Run
consisting  primarily  of  appliance,  air  conditioning,  lighting,  and  floor
covering   replacements  and  major  landscaping.   The  Partnership   completed
approximately $162,000 in budgeted and unbudgeted capital expenditures at Autumn
Run  Apartments  during the nine months ended  September  30,  2002,  consisting
primarily  of  structural  improvements,  roof,  appliance  and  floor  covering
replacements  and  electrical  upgrades.  These  improvements  were  funded from
operating cash flow.  Additional  improvements may be considered and will depend
on the physical condition of the property and anticipated cash flow generated by
the property.

Plantation Creek

Approximately  $208,000 has been budgeted for capital improvements at Plantation
Creek consisting  primarily of structural  improvements,  major  landscaping and
floor covering replacements. The Partnership completed approximately $202,000 in
capital expenditures at Plantation Creek Apartments during the nine months ended
September 30, 2002,  consisting  primarily of structural  improvements and floor
covering, countertop and appliance replacements.  These improvements were funded
from operating cash flow and replacement reserves.  Additional  improvements may
be considered and will depend on the physical  condition of the property as well
as replacement reserves and anticipated cash flow generated by the property.

Wood Creek

Approximately  $161,000 has been budgeted for capital improvements at Wood Creek
consisting  primarily of window treatments,  appliances,  air conditioning units
and  floor  covering  replacements.   The  Partnership  completed  approximately
$112,000 in capital expenditures at Wood Creek Apartments during the nine months
ended  September  30,  2002,  consisting  primarily of air  conditioning  units,
appliances and floor covering replacements.  These improvements were funded from
operating cash flow and replacement  reserves.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Promontory Point

Approximately  $227,000 has been budgeted for capital improvements at Promontory
Point consisting  primarily of roof,  appliance and floor covering  replacements
and fire safety improvements.  The Partnership completed  approximately $921,000
in budgeted and unbudgeted  capital  expenditures at Promontory Point Apartments
during the nine  months  ended  September  30,  2002,  consisting  primarily  of
building  improvements as a result of the January 2002 fire, major  landscaping,
swimming pool construction and floor covering  replacements.  These improvements
were  funded  from  operating  cash flow,  replacement  reserves  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.

Hampton Greens

Approximately  $114,000 has been  budgeted for capital  improvements  at Hampton
Greens consisting primarily of floor covering and air conditioning  replacements
and structural improvements.  The Partnership completed approximately $73,000 in
capital  expenditures at Hampton Greens  Apartments during the nine months ended
September 30, 2002, consisting primarily of floor covering, air conditioning and
plumbing fixture replacements 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.

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 September 30, 2002, the balance
of this mortgage is approximately $12,840,000.

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 $54,581,000 is being
amortized  over  varying  periods  with  balloon  payments  of  $47,916,000  and
$3,442,000 due in 2006 and 2008, respectively. The Managing General Partner will
attempt to refinance  such  remaining  indebtedness  and/or sell the  properties
prior to such maturity dates. If the properties cannot be refinanced or sold for
a sufficient  amount,  the Partnership will risk losing such properties  through
foreclosure.

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

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

                                        Per Limited                       Per Limited
                    Nine Months Ended   Partnership   Nine Months Ended   Partnership
                    September 30, 2002      Unit      September 30, 2001      Unit

<S>                       <C>              <C>              <C>              <C>
Operations                $ 1,915          $ 20.39          $ 2,991          $ 31.84
Refinancing (1)                --               --            2,344            27.73
Sale (2)                       --               --            6,626            78.38
                          $ 1,915          $ 20.39          $11,961          $137.95
</TABLE>

(1) From the refinancing of Autumn Run Apartments in 2001.

(2) From the sale of Stoney Creek Apartments in 2001.

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

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 46,252.50 limited partnership units
(the "Units") in the Partnership representing 55.83% of the outstanding Units at
September  30,  2002. A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters.  As a
result  of its  ownership  of  55.83% of the  outstanding  Units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  With
respect to 17,023.50 Units, such affiliates are required to vote such Units: (i)
against any increase in compensation  payable to the Managing General Partner or
to affiliates;  and (ii) on all other matters submitted by it or its affiliates,
in proportion  to the votes cast by  non-tendering  unitholders.  Except for the
foregoing,  no other  limitations  are  imposed on such  affiliates'  ability to
influence  voting  decisions  with  respect  to the  Partnership.  Although  the
Managing  General Partner owes fiduciary  duties to the limited  partners of the
Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as
its sole stockholder.  As a result,  the duties of the Managing General Partner,
as managing  general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the Managing  General Partner to AIMCO, as
its sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

Investment  properties  are  recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

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

ITEM 3.     CONTROLS AND PROCEDURES

The principal  executive officer and principal financial officer of the Managing
General Partner, who are the equivalent of the Partnership's principal executive
officer and principal financial officer,  respectively,  have, within 90 days of
the filing date of this quarterly  report,  evaluated the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules  (13a-14(c)  and  (15d-14(c))  and have  determined  that such  disclosure
controls and procedures are adequate.  There have been no significant changes in
the Partnership's internal controls or in other factors that could significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.



<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants oppose the motion. On April 29, 2002, the Court heard argument on the
motion and ordered  further  briefing  after which time the matter will be taken
under  submission.  On April 29, 2002,  the Court held a hearing on  plaintiffs'
motion  for class  certification  and took the  matter  under  submission  after
further briefing, as ordered by the court, was submitted by the parties. On July
10, 2002,  the Court entered an order vacating the current trial date of January
13, 2003 (as well as the pre-trial and discovery  cut-off  dates) and stayed the
case in its  entirety  through  November 7, 2002 so that the parties can have an
opportunity  to discuss  settlement.  On October 30, 2002,  the court entered an
order extending the stay in effect through January 10, 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 parties are currently in the midst of briefing that appeal.

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

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  Exhibit 3.4, Agreement of Limited Partnership, incorporated by
                  reference to Exhibit A to the  Prospectus  of the  Partnership
                  dated  September 20, 1983, as amended on June 13, 1989, and as
                  thereafter   supplemented,   contained  in  the  Partnership's
                  Registration Statement on Form S-11 (Reg. No. 2-79007).

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

            b)    Reports on Form 8-K:

                  None filed during the quarter ended September 30, 2002.



<PAGE>




                                   SIGNATURES



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



                                    CENTURY PROPERTIES GROWTH FUND XXII


                                    By:   FOX PARTNERS IV
                                          General Partner


                                    By:   FOX CAPITAL MANAGEMENT CORPORATION
                                          Managing General Partner


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


                                    By:   /s/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: January 9, 2003



<PAGE>



                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 13, 2002

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive  Vice  President  of  Fox  Capital
                                    Management  Corporation,  equivalent  of the
                                    chief executive officer of the Partnership


<PAGE>



                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 13, 2002

                                /s/Paul J. McAuliffe
                                Paul J. McAuliffe
                                Executive  Vice  President  and Chief  Financial
                                Officer of Fox Capital Management Corporation,
                                equivalent of the chief financial officer of
                                the Partnership



<PAGE>


Exhibit 99


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with the Quarterly  Report on Form 10-QSB of Century  Properties
Growth Fund XXII (the  "Partnership"),  for the quarterly period ended September
30, 2002 as filed with the Securities and Exchange Commission on the date hereof
(the  "Report"),  Patrick  J. Foye,  as the  equivalent  of the chief  executive
officer of the  Partnership,  and Paul J.  McAuliffe,  as the  equivalent of the
chief financial officer of the Partnership,  each hereby certifies,  pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

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

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


                                    /s/  Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  November 13, 2002


                                    /s/  Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  November 13, 2002


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