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

                                   Form 10-QSB

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

              For the quarterly period ended September 30, 2004


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


             For the transition period from _________to _________

                         Commission file number 0-13418


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



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

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

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


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


                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS


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

                               September 30, 2004

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 374
   Receivables and deposits                                                     837
   Restricted escrows                                                           520
   Other assets                                                               1,210
   Investment properties:
      Land                                                   $ 12,693
      Buildings and related personal property                 118,550
                                                              131,243
      Less accumulated depreciation                           (75,007)       56,236
                                                                           $ 59,177
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 504
   Tenant security deposit liabilities                                          354
   Accrued property taxes                                                     1,049
   Other liabilities                                                            566
   Due to affiliates                                                            628
   Mortgage notes payable                                                    64,919

Partners' Defict
   General partner                                           $ (8,527)
   Limited partners (82,848 units issued and
      outstanding)                                               (316)       (8,843)
                                                                           $ 59,177


                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>





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

<TABLE>
<CAPTION>

                                            Three Months Ended        Nine Months Ended
                                              September 30,             September 30,
                                            2004         2003          2004        2003
Revenues:
<S>                                       <C>           <C>          <C>          <C>
  Rental income                           $ 4,101       $ 4,198      $11,937      $12,533
  Other income                                470           495        1,342        1,447
  Casualty gain (Note D)                       90            --           90           --
     Total revenues                         4,661         4,693       13,369       13,980

Expenses:
  Operating                                 2,179         2,151        6,141        6,016
  General and administrative                  109           109          346          363
  Depreciation                              1,243         1,214        3,733        3,642
  Interest                                  1,306         1,323        3,931        3,992
  Property taxes                              355           440        1,290        1,406
     Total expenses                         5,192         5,237       15,441       15,419

Net loss                                   $ (531)      $ (544)      $(2,072)     $(1,439)

Net loss allocated to
  general partner                          $ (62)        $ (64)       $ (244)     $ (170)
Net loss allocated to
  limited partners                           (469)         (480)      (1,828)      (1,269)

                                           $ (531)      $ (544)      $(2,072)     $(1,439)

Net loss per limited
  partnership unit                        $ (5.66)      $ (5.79)     $(22.06)     $(15.32)

Distributions per limited partnership
  unit                                      $ --         $ --          $ --       $ 2.45

                        See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>



                     CENTURY PROPERTIES GROWTH FUND XXII
     CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIENCY) 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' (deficiency) capital at
  December 31, 2003                     82,848       $(8,283)     $ 1,512      $(6,771)

Net loss for the nine months
  ended September 30, 2004                  --          (244)      (1,828)      (2,072)

Partners' deficiency at
  September 30, 2004                    82,848       $(8,527)      $ (316)     $(8,843)

                        See Accompanying Notes to Financial Statements
</TABLE>

                       CENTURY PROPERTIES GROWTH FUND XXII
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                 Nine Months Ended
                                                                   September 30,
                                                                 2004         2003
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net loss                                                      $(2,072)     $(1,439)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
     Depreciation                                                 3,733        3,642
     Bad debt                                                       411          606
     Amortization of loan costs                                     139          139
     Casualty gain                                                  (90)          --
     Change in accounts:
      Receivables and deposits                                      (57)        (770)
      Other assets                                                 (387)        (305)
      Accounts payable                                              (26)         431
      Tenant security deposit liabilities                           (50)          52
      Accrued property taxes                                         (7)        (143)
      Due to affiliates                                             (77)          (4)
      Other liabilities                                             (43)        (125)
        Net cash provided by operating activities                 1,474        2,084

Cash flows from investing activities:
  Property improvements and replacements                         (1,745)      (1,168)
  Net (deposits to) withdrawals from restricted escrows             (37)          33
  Insurance proceeds received                                       200           --
        Net cash used in investing activities                    (1,582)      (1,135)

Cash flows from financing activities:
  Repayment of advances from affiliate                             (197)        (329)
  Advances from affiliate                                           610           --
  Principal payments on mortgage notes payable                     (942)        (885)
  Distributions to partners                                          --         (230)
        Net cash used in financing activities                      (529)      (1,444)

Net decrease in cash and cash equivalents                          (637)        (495)

Cash and cash equivalents at beginning of period                  1,011        1,288
Cash and cash equivalents at end of period                       $ 374        $ 793

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 3,275      $ 3,857

At September 30, 2004 and 2003,  accounts payable and property  improvements and
replacements were adjusted by approximately $227,000 and $29,000, respectively.

At  December  31,  2003,  approximately  $99,000 of  property  improvements  and
replacements were included in accounts payable.

                See Accompanying Notes to 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. Fox Partners IV, a California general partnership,  is the
general partner of the Partnership.  The general partners of Fox Partners IV are
Fox Capital Management Corporation ("FCMC" or the "Managing General Partner"), a
California  corporation,  Fox Realty  Investors  ("FRI"),  a California  general
partnership,  and Fox  Partners  84, a California  general  partnership.  In the
opinion of FCMC,  the  managing  general  partner of the  Partnership's  general
partner,  all adjustments  (consisting of normal recurring accruals)  considered
necessary for a fair presentation have been included.  Operating results for the
three and nine month  periods  ended  September  30, 2004,  are not  necessarily
indicative  of the  results  that may be  expected  for the fiscal  year  ending
December 31, 2004. 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, 2003.  The Managing  General
Partner is a wholly owned  subsidiary  of Apartment  Investment  and  Management
Company ("AIMCO"), a publicly traded real estate investment trust.

Note B - Transactions with Affiliated Parties

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

Affiliates of the Managing  General  Partner 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 $650,000 and $690,000 for the nine months ended September 30, 2004
and 2003, respectively, which is included in operating expenses.

Affiliates of the Managing General Partner received  payments for  reimbursement
of accountable  administrative  expenses amounting to approximately $212,000 and
$161,000 for the nine months  ended  September  30, 2004 and  2003,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  $77,000 and $17,000 for the nine months ended  September 30, 2004
and 2003, 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 incentive allocation equal to 10% of the Partnership's  adjusted cash
from operations as distributed. During the nine months ended September 30, 2003,
approximately  $23,000 of Partnership  management  incentive allocation was paid
along  with the  distributions  from  operations  made  during the  period.  The
incentive  allocation is accounted for as a distribution to the general partner,
in accordance with the terms of the Partnership Agreement. No incentive was paid
during the nine months ended September 30, 2004.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  Advances  under the  credit  line  will be  unsecured  and  accrue
interest  at the prime rate plus 2% per annum.  During  2003 and the nine months
ended September 30, 2004, 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  $500,000 during the nine
months ended  September 30, 2004,  for this purpose.  An advance of $110,000 was
also made to cover operating  expenses of Wood Creek Apartments  during the nine
months ended  September 30, 2004. The total advance for 2003 was $205,000 all of
which was advanced  subsequent to September 30, 2003.  Payments of approximately
$200,000 and $334,000 were made during the nine months ended  September 30, 2004
and 2003, respectively,  which included accrued interest of approximately $3,000
and $5,000,  respectively.  At September 30, 2004, the  outstanding  balance was
approximately $628,000 including accrued interest.  Interest expense amounted to
approximately  $12,000 and $2,000 for the nine months ended  September  30, 2004
and 2003,  respectively.  Subsequent to September 30, 2004,  additional advances
were made to the Partnership of approximately $163,000 to fund property taxes at
Wood Creek Apartments and accounts payable at Autumn Run Apartments.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  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, 2004 and
2003,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$268,000 and $250,000,  respectively, for insurance coverage and fees associated
with policy claims administration.

Note C - Disposition of Property

On April 20, 2004, the Partnership sold a small portion of the land needed for a
road  widening  project from Wood Creek  Apartments  to the state of Arizona for
gross proceeds of approximately  $3,000. The Partnership  realized a net gain of
approximately $2,000 as a result of the sale, which is included in other income.

Note D - Casualty Gain

During  the  nine  months  ended   September   30,  2004,  a  casualty  gain  of
approximately $90,000 was recorded at Four Winds Apartments related to a fire on
May 17, 2004 caused by a tenant burning  candles,  which caused damage to twelve
units of the  complex.  The gain was the  result  of the  receipt  of  insurance
proceeds  of  approximately  $200,000  offset by the write off of  approximately
$110,000 of undepreciated property improvements and replacements.

Note E - Contingencies

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

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second  appeal.  The Court of Appeals  heard oral  argument  on both  appeals on
September 22, 2004 and took the matters under submission.

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

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all  hours  worked  in  excess  of forty  per  week.  On  March 5,  2004 the
plaintiffs filed an amended complaint also naming NHP Management Company,  which
is also an affiliate of the Managing General Partner. The complaint is styled as
a Collective  Action  under the FLSA and seeks to certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The defendants have filed an answer to the amended complaint denying
the  substantive  allegations.  Some  discovery  has taken place and  settlement
negotiations  continue.  Although the outcome of any  litigation  is  uncertain,
AIMCO  Properties,  L.P. does not believe that the ultimate  outcome will have a
material  adverse  effect on its financial  condition or results of  operations.
Similarly,  the  Managing  General  Partner  does not believe  that the ultimate
outcome will have a material  adverse effect on the  Partnership's  consolidated
financial condition or results of operations.

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

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of operations. Similarly, the Managing General Partner does
not believe that the ultimate outcome will have a material adverse effect on the
Partnership's consolidated financial condition or results of operations.


<PAGE>



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

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

The Partnership's  investment  properties consist of eight apartment  complexes.
The following table sets forth the average  occupancy for each of the properties
for the nine months ended September 30, 2004 and 2003:

                                                   Average Occupancy
      Property                                      2004       2003

      Cooper's Pointe Apartments                    95%        97%
         North Charleston, South Carolina
      Copper Mill Apartments                        96%        94%
         Richmond, Virginia
      Four Winds Apartments (1)                     91%        94%
         Overland Park, Kansas
      Autumn Run Apartments (2)                     91%        96%
         Naperville, Illinois
      Plantation Creek Apartments (2)               87%        92%
         Atlanta, Georgia
      Wood Creek Apartments (5)                     83%        80%
         Mesa, Arizona
      Promontory Point Apartments (3)               78%        88%
         Austin, Texas
      Hampton Greens Apartments (4)                 79%        89%
         Dallas, Texas

(1)   The  decrease in  occupancy  at Four Winds  Apartments  is due to the slow
      economy in the  property's  market area,  low mortgage rates allowing more
      tenants  to buy homes and a May 2004 fire at the  property  which  damaged
      twelve units, of which eight are still under repair.

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

(3)   The decrease in occupancy at Promontory  Point Apartments is primarily due
      to low  mortgage  rates  allowing  more  tenants to buy homes and the slow
      economy in the property's market area.

(4)   The decrease in occupancy at Hampton Greens Apartments is due to increased
      competition  in the Dallas  market and low mortgage  rates  allowing  more
      tenants to buy homes.  Management is implementing new marketing strategies
      which  may  include  rental   concessions  to  make  Hampton  Greens  more
      competitive in its market.

(5)   The  increase in occupancy  at Wood Creek  Apartments  is due to increased
      marketing efforts by the property's management team.

The  Partnership's  financial  results depend upon a number of factors including
the  ability to attract  and  maintain  tenants  at the  investment  properties,
interest  rates on mortgage  loans,  costs  incurred  to operate the  investment
properties,  general  economic  conditions  and weather.  As part of the ongoing
business plan of the  Partnership,  the Managing  General  Partner  monitors the
rental market environment of its investment properties to assess the feasibility
of increasing rents,  maintaining or increasing  occupancy levels and protecting
the Partnership  from increases in expenses.  As part of this plan, the Managing
General  Partner  attempts  to  protect  the  Partnership  from  the  burden  of
inflation-related  increases in expenses by increasing  rents and  maintaining a
high overall  occupancy  level.  However,  the Managing  General Partner may use
rental  concessions  and  rental  rate  reductions  to offset  softening  market
conditions, accordingly, there is no guarantee that the Managing General Partner
will be able to  sustain  such a plan.  Further,  a number of  factors  that are
outside the control of the  Partnership  such as the local economic  climate and
weather can adversely or positively affect the Partnership's financial results.

Results of Operations

The  Partnership's  net loss for the nine months  ended  September  30, 2004 was
approximately  $2,072,000 compared to a net loss of approximately $1,439,000 for
the nine months ended  September 30, 2003.  The  Partnership's  net loss for the
three months ended September 30, 2004 was  approximately  $531,000 compared to a
net loss of  approximately  $544,000 for the three months  ended  September  30,
2003.  The increase in net loss for the nine months ended  September 30, 2004 is
due to a decrease  in total  revenues  and an increase  in total  expenses.  The
decrease in net loss for the three months ended  September  30, 2004 is due to a
decrease in total expenses offset by a decrease in total revenues.

The decrease in total revenues for the three and nine months ended September 30,
2004 is due to  decreases  in rental  and other  income  partially  offset by an
increase  in  casualty  gain.  Rental  income  decreased  due to a  decrease  in
occupancy at six of the Partnership's investment properties, as discussed above,
along with a decrease in the average rental rates for seven of the Partnership's
investment  properties  due to an  increase  in  concession  costs at all of the
investment properties.  Other income decreased due to a decrease in late fees at
five of the Partnership's investment properties.

During  the  nine  months  ended   September   30,  2004,  a  casualty  gain  of
approximately $90,000 was recorded at Four Winds Apartments related to a fire on
May 17, 2004 caused by a tenant burning  candles,  which caused damage to twelve
units of the  complex.  The gain was the  result  of the  receipt  of  insurance
proceeds  of  approximately  $200,000  offset by the write off of  approximately
$110,000 of undepreciated property improvements and replacements.

The increase in total  expenses for the nine months ended  September 30, 2004 is
due to an increase in operating and  depreciation  expenses  partially offset by
decreases in general and  administrative,  interest  and property tax  expenses.
Operating  expense  increased  primarily due to an increase in  advertising  and
property expenses partially offset by a decrease in property management fees and
maintenance  expense.  Advertising  expense increased at Wood Creek,  Plantation
Creek,  Promontory  Point and Hampton Greens  Apartments in an effort to attract
more  tenants.  Property  expense  increased  due to an increase in salaries and
related benefits at the investment  properties.  Property management fees, which
are  based  on a  percentage  of  rental  income,  decreased  at  seven  of  the
Partnership's  investment  properties.  Maintenance  expense  decreased due to a
decrease  in  contract  services  at  four  of  the   Partnership's   investment
properties.  Depreciation  expense  increased due to property  improvements  and
replacements  placed into  service  during the past twelve  months which are now
being  depreciated.  Interest expense  decreased due to the payment of scheduled
principal  payments on the mortgages  encumbering the  Partnership's  investment
properties,  which has  reduced the average  outstanding  balance  over the past
twelve  months.  Property  tax expense  decreased  due to the  reduction  of the
assessed value of five of the Partnership's investment properties.

The decrease in total expenses for the three months ended  September 30, 2004 is
due to a decrease in interest and property tax expenses  partially  offset by an
increase in operating and depreciation  expenses.  The respective  decreases and
increases are as discussed above for the nine month period.

General  and  administrative  expenses  decreased  for  the  nine  months  ended
September 30, 2004 due to a decrease in  accountable  reimbursements  paid to an
affiliate of the Managing  General  Partner in accordance  with 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.

Capital Resources and Liquidity

At  September  30,  2004,  the  Partnership  had cash and  cash  equivalents  of
approximately $374,000 compared to approximately $793,000 at September 30, 2003.
Cash and cash  equivalents  decreased  approximately  $637,000 from December 31,
2003 due to approximately  $529,000 and $1,582,000 of cash used in financing and
investing activities, respectively, partially offset by approximately $1,474,000
of cash  provided by operating  activities.  Cash used in  financing  activities
consisted  of  principal   payments  made  on  the  mortgages   encumbering  the
Partnership's investment properties,  and the partial payment of an advance from
an  affiliate  of the  Managing  General  Partner  partially  offset by advances
received  from an  affiliate  of the  Managing  General  Partner.  Cash  used in
investing activities consisted of property improvements and replacements and net
deposits to  restricted  escrows  maintained by the mortgage  lenders  partially
offset  by  insurance   proceeds  received  from  the  casualty  at  Four  Winds
Apartments.  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.  Advances  under the  credit  line  will be  unsecured  and  accrue
interest  at the prime rate plus 2% per annum.  During  2003 and the nine months
ended September 30, 2004, 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  $500,000 during the nine
months ended  September 30, 2004,  for this purpose.  An advance of $110,000 was
also made to cover operating  expenses of Wood Creek Apartments  during the nine
months ended  September 30, 2004. The total advance for 2003 was $205,000 all of
which was advanced  subsequent to September 30, 2003.  Payments of approximately
$200,000 and $334,000 were made during the nine months ended  September 30, 2004
and 2003, respectively,  which included accrued interest of approximately $3,000
and $5,000,  respectively.  At September 30, 2004, the  outstanding  balance was
approximately $628,000 including accrued interest.  Interest expense amounted to
approximately  $12,000 and $2,000 for the nine months ended  September  30, 2004
and 2003,  respectively.  Subsequent to September 30, 2004,  additional advances
were made to the Partnership of approximately $163,000 to fund property taxes at
Wood Creek Apartments and accounts payable at Autumn Run Apartments.

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

Cooper's Pointe

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $67,000 of capital  improvements at Cooper's  Pointe  Apartments,
consisting primarily of floor covering replacements, fitness equipment upgrades,
and structural improvements.  These improvements were funded from operating cash
flow and replacement reserves. The Partnership evaluates the capital improvement
needs of the  property  during the year and  currently  expects to  complete  an
additional  $38,000  in  capital  improvements  during  the  remainder  of 2004.
Additional  capital  improvements  may be  considered  and  will  depend  on the
physical  condition  of the  property  as  well  as the  anticipated  cash  flow
generated by the property and replacement reserves.

Copper Mill

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $52,000  of  capital  improvements  at  Copper  Mill  Apartments,
consisting primarily of floor covering replacements, swimming pool improvements,
and air conditioning  upgrades.  These  improvements  were funded from operating
cash flow and  replacement  reserves.  The  Partnership  evaluates  the  capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $54,000 in capital  improvements  during the remainder of
2004.  Additional capital  improvements may be considered and will depend on the
physical  condition  of the  property  as  well  as the  anticipated  cash  flow
generated by the property and replacement reserves.

Four Winds

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $420,000  of  capital  improvements  at  Four  Winds  Apartments,
consisting primarily of floor covering replacements,  air conditioning upgrades,
parking lot  resurfacing,  fitness  equipment  upgrades,  exterior  painting and
casualty  repairs.  These  improvements  were funded from  operating  cash flow,
replacement  reserves and  insurance  proceeds.  The  Partnership  evaluates the
capital  improvement needs of the property during the year and currently expects
to complete an additional $88,000 in capital  improvements  during the remainder
of 2004.  Additional  capital  improvements may be considered and will depend on
the  physical  condition of the  property as well as the  anticipated  cash flow
generated by the property and replacement reserves.

Autumn Run

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $157,000  of  capital  improvements  at  Autumn  Run  Apartments,
consisting primarily of floor covering, appliance and water heater replacements,
swimming  pool  improvements,   lighting   upgrades,   landscaping  and  fitness
equipment.  These  improvements  were  funded  from  operating  cash  flow.  The
Partnership  evaluates the capital  improvement needs of the property during the
year and  currently  expects  to  complete  an  additional  $19,000  in  capital
improvements during the remainder of 2004.  Additional capital  improvements may
be considered and will depend on the physical  condition of the property as well
as the anticipated cash flow generated by the property.

Plantation Creek

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $467,000 of capital  improvements at Plantation Creek Apartments,
consisting  primarily  of  floor  covering  and  appliance   replacements,   air
conditioning  upgrades,  swimming pool  improvements,  parking lot  resurfacing,
water/sewer upgrades, major landscaping and structural improvements. Included in
this  amount is  approximately  $70,000 of  expenditures  related to a collapsed
storm drain  during 2003 which  resulted in  significant  damage to three tennis
courts and part of the pool deck. The damage was not covered by insurance. These
improvements were funded from operating cash flow and replacement reserves.  The
Partnership  evaluates the capital  improvement needs of the property during the
year and  currently  expects  to  complete  an  additional  $409,000  in capital
improvements during the remainder of 2004.  Additional capital  improvements may
be considered and will depend on the physical  condition of the property as well
as the anticipated cash flow generated by the property and replacement reserves.

Wood Creek

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $256,000  of  capital  improvements  at  Wood  Creek  Apartments,
consisting primarily of floor covering  replacements,  major landscaping,  water
heater  replacements,  parking lot  improvements  and security  measures.  These
improvements were funded from operating cash flow and replacement reserves.  The
Partnership  evaluates the capital  improvement needs of the property during the
year and currently  expects to complete up to an  additional  $23,000 in capital
improvements during the remainder of 2004.  Additional capital  improvements may
be considered and will depend on the physical  condition of the property as well
as the anticipated cash flow generated by the property and replacement reserves.

Promontory Point

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $141,000 of capital  improvements at Promontory Point Apartments,
consisting primarily of floor covering, furniture and fixture replacements,  air
conditioning   upgrades  and   structural  and  exterior   improvements.   These
improvements were funded from operating cash flow and replacement reserves.  The
Partnership  evaluates the capital  improvement needs of the property during the
year and  currently  expects  to  complete  an  additional  $10,000  in  capital
improvements during the remainder of 2004.  Additional capital  improvements may
be considered and will depend on the physical  condition of the property as well
as the anticipated cash flow generated by the property and replacement reserves.

Hampton Greens

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $313,000 of capital  improvements at Hampton  Greens,  consisting
primarily  of floor  covering,  furniture  and  fixture  replacements,  lighting
upgrades,  exterior improvements,  swimming pool decking, air conditioning,  and
parking lot resurfacing. These improvements were funded from operating cash flow
and  replacement  reserves.  The Partnership  evaluates the capital  improvement
needs of the  property  during the year and  currently  expects to  complete  an
additional  $36,000  in  capital  improvements  during  the  remainder  of 2004.
Additional  capital  improvements  may be  considered  and  will  depend  on the
physical  condition  of the  property  as  well  as the  anticipated  cash  flow
generated by the property and replacement reserves.

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.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  encumbering  all of the  Partnership's  investment  properties  of
approximately  $64,919,000  is  amortized  over  varying  periods  with  balloon
payments of $47,916,000 and $3,500,000 due in 2006 and 2008,  respectively,  and
one mortgage  which will be fully  amortized  upon its maturity in October 2021.
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.


<PAGE>



The Partnership  distributed the following  amounts during the nine months ended
September 30, 2004 and 2003 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                Nine Months Ended     Per Limited     Nine Months Ended   Per Limited
                  September 30,       Partnership       September 30,     Partnership
                      2004                Unit              2003             Unit

<S>                    <C>                <C>               <C>              <C>
Operations             $ --               $ --              $ 230            $ 2.45
</TABLE>

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 any distributions to its partners
during 2004 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 48,441.50 limited partnership units
(the "Units") in the Partnership representing 58.47% of the outstanding Units at
September  30,  2004. A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with respect to a variety of matters,  which include, but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 58.47% of
the  outstanding  Units,  AIMCO and it affiliates are in a position to influence
all voting decisions with respect to the Partnership.  With respect to 17,023.50
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 third party  unitholders.  Except for the foregoing,  no other
limitations  are  imposed  on  such  affiliates'  ability  to  influence  voting
decisions with respect to the Partnership. Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

Investment  properties  are  recorded at cost,  less  accumulated  depreciation,
unless  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, but are not limited
to,  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 impairment of 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  evaluates all accounts receivable from residents and establishes an
allowance, after the application of security deposits, for accounts greater than
30 days past due on current tenants and all receivables due from former tenants.
The Partnership will offer rental concessions during particularly slow months or
in response to heavy  competition from other similar  complexes in the area. Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

ITEM 3.     CONTROLS AND PROCEDURES

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

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



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

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second  appeal.  The Court of Appeals  heard oral  argument  on both  appeals on
September 22, 2004 and took the matters under submission.

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

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all  hours  worked  in  excess  of forty  per  week.  On  March 5,  2004 the
plaintiffs filed an amended complaint also naming NHP Management Company,  which
is also an affiliate of the Managing General Partner. The complaint is styled as
a Collective  Action  under the FLSA and seeks to certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The defendants have filed an answer to the amended complaint denying
the  substantive  allegations.  Some  discovery  has taken place and  settlement
negotiations  continue.  Although the outcome of any  litigation  is  uncertain,
AIMCO  Properties,  L.P. does not believe that the ultimate  outcome will have a
material  adverse  effect on its financial  condition or results of  operations.
Similarly,  the  Managing  General  Partner  does not believe  that the ultimate
outcome will have a material  adverse effect on the  Partnership's  consolidated
financial condition or results of operations.


ITEM 6.     EXHIBITS

            See Exhibit Index attached.




<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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                    By:   /s/Stephen B. Waters
                                          Stephen B. Waters
                                          Vice President


                                    Date: November 12, 2004



<PAGE>


                       CENTURY PROPERTIES GROWTH FUND XXII
                                  EXHIBIT INDEX



Exhibit Number    Description of Exhibit

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

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

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

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

      10.1        Promissory  Note dated  December 27, 1994 from Century  Stoney
                  Greens,  L.P.  to  USL  Capital  Corporation  ("USL")  in  the
                  principal  amount of $30,000,000  incorporated by reference to
                  the  Registrant's  Form 10-K for the year ended  December  31,
                  1994

      10.2        Form of Deed  of  Trust,  Security  Agreement,  Assignment  of
                  Leases and Rents,  Fixture  Filing and Financing  Statement by
                  CSG to Howard E.  Schreiber,  Trustee  for the  benefit of USL
                  incorporated  by reference to the  Registrant's  Form 10-K for
                  the year ended December 31, 1994.

      10.3        Form of  Promissory  Note  from  the  Registrant  to  Secore
                  Financial    Corporation    ("Secore")   relating   to   the
                  refinancing of each of Cooper's  Pointe,  Copper Mill,  Four
                  Winds,  Hampton Greens,  Plantation Creek, Stoney Creek, and
                  Wood Creek  incorporated  by reference to the  Partnership's
                  Annual  Report on Form 10-K for the year ended  December 31,
                  1995.

      10.4        Form of Mortgage/Deed of Trust and Security Agreement from the
                  Registrant to Secore  relating to the  refinancing  of each of
                  Cooper's  Pointe,  Copper Mill,  Four Winds,  Hampton  Greens,
                  Plantation Creek,  Stoney Creek and Wood Creek incorporated by
                  reference to the Partnership's  Annual Report on Form 10-K for
                  the year ended December 31, 1995.

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

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

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

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

      32.1        Certification   Pursuant  to  18  U.S.C.  Section  1350,  as
                  Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.




<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  November 12, 2004

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior   Vice   President   of  Fox  Capital
                                    Management  Corporation,  equivalent  of the
                                    chief executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  November 12, 2004

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice  President of Fox Capital  Management
                                    Corporation,   equivalent   of  the  chief
                                    financial officer of the Partnership


<PAGE>



Exhibit 32.1


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



In  connection  with the Quarterly  Report on Form 10-QSB of Century  Properties
Growth Fund XXII (the  "Partnership"),  for the quarterly period ended September
30, 2004 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), Martha L. Long, as the equivalent of the Chief Executive Officer
of the  Partnership,  and  Stephen B.  Waters,  as the  equivalent  of the Chief
Financial  Officer of the  Partnership,  each hereby  certifies,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  November 12, 2004


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  November 12, 2004


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