FORM 10-KSB - ANNUAL OR TRANSITIONAL REPORT UNDER
                             SECTION 13 OR 15(d)

                                   Form 10-KSB

(Mark One)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      [No Fee Required]

                 For the fiscal year ended December 31, 2001

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
      [No Fee Required]

             For the transition period from _________to _________

                         Commission file number 0-14528

                      CENTURY PENSION INCOME FUND XXIII
            (Exact name of registrant as specified in its charter)

         California                                             94-2963120
(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)

                   Issuer's telephone number (864) 239-1000

        Securities registered under Section 12(b) of the Exchange Act:

                                      None

        Securities registered under Section 12(g) of the Exchange Act:

             Individual Investor Units and Pension Investor Notes
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934 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___

Check if there is no disclosure  of delinquent  filers in response to Item 405
of  Regulation  S-B  contained  in  this  form,  and  no  disclosure  will  be
contained,  to the best of the  registrant's  knowledge in definitive proxy or
information  statements  incorporated  by  reference  in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [X]

State issuer's revenues for its most recent fiscal year.  N/A

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests  as a  specified  date  within  the past 60 days  prior to the date of
filing.  No market for the Individual  Investor Units and Pension Investor Notes
exists,  and,  therefore,  a market  value  for such  Units or Notes  cannot  be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None
<PAGE>
                                     PART I

Item 1.     Description of Business

Century  Pension  Income  Fund XXIII (the  "Registrant"  or  "Partnership")  was
organized in June 1984 as a  California  limited  partnership  under the Uniform
Limited  Partnership Act of the California  Corporations Code. Fox Partners V, a
California general  partnership,  is the general partner of the Registrant.  Fox
Capital  Management  Corporation (the "Managing  General Partner" or "FCMC"),  a
California  corporation,  and Fox  Realty  Investors  ("FRI")  are  the  general
partners of Fox  Partners V. The managing  general  partner of FRI is NPI Equity
Investments  II, Inc.  ("NPI Equity II"). The Managing  General  Partner and NPI
Equity II are  subsidiaries  of  Apartment  Investment  and  Management  Company
("AIMCO"), a publicly-traded real estate investment trust.

Beginning  in  July  1985  through   December  1986,  the  Partnership   offered
$50,000,000  in Individual  Investor Units and  $65,000,000 in Pension  Investor
Notes ("Nonrecourse  Promissory Notes" or "Promissory  Notes").  The Partnership
sold  Individual  Investor Units and Pension  Investor Notes of $47,894,500  and
$41,939,000,  respectively.  The net proceeds of this offering  were  originally
used to acquire interests in five business parks and two shopping centers and to
fund eight mortgage loans. The principal  business of the Partnership is and has
been to hold for investment and ultimately sell income-producing properties, and
to  service   and   ultimately   collect  or  dispose  of   mortgage   loans  on
income-producing  properties.  The Partnership presently owns one business park.
The  Partnership  also  owned a 66 2/3%  joint  venture  interest  in one  other
commercial  property  which was sold in January 2000.  One property in which the
Partnership held an interest sold in 2001 (see "Item 6. Management's  Discussion
and  Analysis  or Plan  of  Operations"  for  further  details).  See  "Item  2.
Description of Properties"  for a description  of the  Partnership's  investment
property.

As of December  31,  1999,  the  Partnership  adopted the  liquidation  basis of
accounting.  The  Partnership's  Nonrecourse  Promissory  Notes had a balance of
principal and deferred  interest of  approximately  $80,000,000  at the maturity
date of February 15, 1999. The Partnership was unable to satisfy the Nonrecourse
Promissory Notes at maturity and as a result,  the Partnership was in default on
the Nonrecourse  Promissory  Notes. The Managing  General Partner  contacted the
indenture  trustee for the Nonrecourse  Promissory Notes regarding this default.
In connection with these conversations, on July 30, 1999 the Partnership entered
into a forbearance  agreement with the indenture  trustee  pursuant to which the
indenture  trustee  agreed not to  exercise  its rights and  remedies  under the
indenture for up to 390 days. In turn, the Partnership  agreed to (a) deliver to
the indenture  trustee for the benefit of the noteholders all of the accumulated
cash  of the  Partnership,  less  certain  reserves  and  anticipated  operating
expenses,  (b) market  all of its  properties  for sale,  (c)  deliver  all cash
proceeds  from any  sales to the  indenture  trustee  until  the notes are fully
satisfied and (d) comply with the reporting requirements under the indenture. At
the expiration of the  forbearance  period,  the Partnership had not sold all of
its properties or satisfied the Nonrecourse  Promissory  Notes. With the consent
of the indenture  trustee,  the forbearance period extension is being negotiated
to accommodate the sale of the remaining asset,  which is currently  anticipated
to occur by the end of the  second  quarter  of 2002.  Based on  current  market
conditions,  it is unlikely that the sale of the  Partnership's  remaining asset
will generate sufficient proceeds to pay off the Nonrecourse Promissory Notes in
full.  If the  Partnership  cannot sell the property for  sufficient  value,  in
accordance  with the terms of the forbearance  agreement,  it is likely that the
Partnership will lose its property  through delivery to an auctioneer.  Upon the
sale or disposal of the last property, the Partnership is expected to terminate.

The Partnership has no employees.  An affiliate of the Managing  General Partner
provided  management  services  for  the  Partnership's  residential  investment
property  which  was  sold  in May  2000.  With  respect  to  the  Partnership's
commercial  properties,   property  management  services  are  performed  by  an
unaffiliated third party management company. See "Item 7. Financial Statements -
Note C" for additional information.

There have been,  and it is possible  there may be other,  Federal,  state,  and
local  legislation  and  regulations  enacted  relating to the protection of the
environment.  The Partnership is unable to predict the extent,  if any, to which
such existing or new  legislation  or  regulations  might  adversely  affect the
property owned by the Partnership.

The  Partnership  monitors its property for evidence of  pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental  testing has been performed which resulted in no material  adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

Both the income and expenses of operating the property owned by the  Partnership
are subject to factors outside of the Partnership's  control, such as changes in
the supply and demand for  similar  properties  resulting  from  various  market
conditions, increases/decreases in unemployment or population shifts, changes in
the  availability of permanent  mortgage  financing,  changes in zoning laws, or
changes in patterns or needs of users. In addition,  there are risks inherent in
owning  and  operating   commercial   properties  because  such  properties  are
susceptible  to the  impact of  economic  and other  conditions  outside  of the
control of the Partnership.

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive. There are other commercial properties within the market area of the
Partnership's property. The number and quality of competitive properties in such
market area could have a material effect on the rental market for the commercial
space  owned  by the  Registrant  and the  rents  that may be  charged  for such
commercial  space. The Managing  General Partner is not a significant  factor in
the commercial property business.

A further  description of the  Partnership's  business is included in "Item 6.
Management's Discussion and Analysis or Plan of Operations".

Item 2.     Description of Property

The following table sets forth the Partnership's investment in its property:
<TABLE>
<CAPTION>

                                     Date of
Property                             Purchase   Type of Ownership (1)        Use

<S>                                    <C>
Commerce Plaza                         3/86    Fee ownership           Business Park
  Tampa, Florida                                                       83,000 sq. ft.
</TABLE>

(1)   The  Non-Recourse  Promissory  Notes are secured by a deed of trust on the
      property owned in fee by the Partnership.

On October 23, 2001, the  Partnership  sold Highland Park III to an unaffiliated
third party for net sales proceeds of approximately $3,329,000 after the payment
of closing costs. The Partnership's share of the net sales proceeds were paid to
the indenture trustee to be applied to the amounts due to the noteholders.

Schedule of Property

Set forth  below for the  Partnership's  property is the gross  carrying  value,
accumulated  depreciation,  depreciable life, method of depreciation and Federal
tax basis.
<TABLE>
<CAPTION>

                              Gross
                             Carrying     Accumulated                        Federal
Property                      Value     Depreciation (1)   Rate  Method     Tax Basis
                                   (in thousands)                         (in thousands)
<S>                          <C>              <C>          <C>               <C>
Commerce Plaza               $ 2,820          $ --         5-39    S/L       $ 2,922
</TABLE>

(1)   As a result of adopting the  liquidation  basis of  accounting,  the gross
      carrying value of the property was adjusted to their net realizable  value
      and will not be depreciated further.

See  "Item  7.  Financial  Statements  -  Note  B"  for a  description  of the
Partnership's former depreciation policy.

Schedule of Property Indebtedness

As of December  31,  1999,  the  Partnership  adopted the  liquidation  basis of
accounting.  The  Partnership's  Nonrecourse  Promissory  Notes had a balance of
principal and deferred  interest of  approximately  $80,000,000  at the maturity
date of February 15, 1999. The Partnership was unable to satisfy the Nonrecourse
Promissory Notes at maturity and as a result,  the Partnership was in default on
the Nonrecourse  Promissory  Notes. The Managing  General Partner  contacted the
indenture  trustee for the Nonrecourse  Promissory Notes regarding this default.
In connection with these conversations, on July 30, 1999 the Partnership entered
into a forbearance  agreement with the indenture  trustee  pursuant to which the
indenture  trustee  agreed not to  exercise  its rights and  remedies  under the
indenture for up to 390 days. In turn, the Partnership  agreed to (a) deliver to
the indenture  trustee for the benefit of the noteholders all of the accumulated
cash  of the  Partnership,  less  certain  reserves  and  anticipated  operating
expenses,  (b) market  all of its  properties  for sale,  (c)  deliver  all cash
proceeds  from any  sales to the  indenture  trustee  until  the notes are fully
satisfied and (d) comply with the reporting requirements under the indenture. At
the expiration of the  forbearance  period,  the Partnership had not sold all of
its properties or satisfied the Nonrecourse  Promissory  Notes. With the consent
of the indenture  trustee,  the forbearance period extension is being negotiated
to accommodate the sale of the remaining asset,  which is currently  anticipated
to occur by the end of the  second  quarter  of 2002.  Based on  current  market
conditions,  it is unlikely that the sale of the  Partnership's  remaining asset
will generate sufficient proceeds to pay off the Nonrecourse Promissory Notes in
full.  If the  Partnership  cannot sell the property for  sufficient  value,  in
accordance  with the terms of the forbearance  agreement,  it is likely that the
Partnership will lose its property  through delivery to an auctioneer.  Upon the
sale or disposal of the last property, the Partnership is expected to terminate.

Rental Rates and Occupancy

Average annual rental rates and occupancy for 2001 and 2000 for the property:
<TABLE>
<CAPTION>

                                            Average Annual                Average
                                             Rental Rates                Occupancy
Property                                2001              2000         2001     2000

<S>                                 <C>              <C>               <C>      <C>
Commerce Plaza                      $ 8.37/sq.ft.    $ 8.55/sq.ft.     70%      72%
</TABLE>

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  The property is subject to competition  from other similar
properties in the area. The Managing  General Partner believes that the property
is adequately  insured.  The commercial lease terms vary as set forth below. The
property  is in good  physical  condition,  subject to normal  depreciation  and
deterioration  as is typical for assets of this type and age. See the  following
disclosures regarding tenants that occupy 10% or more of the commercial space.

Schedule of Lease Expirations for 2002-2004
<TABLE>
<CAPTION>

                         Number of        Square          Annual         % of Gross
                        Expirations        Feet            Rent         Annual Rent
                                                      (in thousands)
Commerce Plaza
<C>                          <C>           <C>             <C>             <C>
2002                         1             6,889           $ 62            12.4%
2003                         2            11,170             155           31.0%
2004                         1            39,300             283           56.6%
</TABLE>

The following schedule reflects  information on tenants occupying 10% or more of
the leasable square feet at December 31, 2001:

                                   Square          Expiration    Annual Rent Per
                                  Footage           of Lease       Square Foot
Commerce Plaza
 Accounting Services               39,300           01/31/04          $ 7.21
 Government Agency                  9,523           09/30/03           14.32

Real Estate Taxes and Rates

Real estate taxes and rates in 2001 for the property was:

                                                 2001            2001
                                                Billing          Rate
Property                                    (in thousands)

Commerce Plaza                                   $ 85            2.33%

Capital Improvements

Commerce Plaza

As of December 31, 2001, the Partnership spent approximately  $20,000 in capital
improvements at Commerce Plaza consisting  primarily of tenant  improvements and
building  improvements.  These  improvements  were  funded  from cash flow.  The
Partnership has not budgeted capital  improvements for 2002 since it anticipates
selling this property in 2002.

Highland Park III

As of December 31, 2001, the Partnership spent approximately $121,000 in capital
improvements at Highland Park Commerce Center consisting of tenant improvements.
These  improvements were funded from operating cash flow.  Highland Park III was
sold on October 23, 2001 to an unrelated party.

Item 3.     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 and a hearing  has been  scheduled  for April 29,
2002. The Court has set the matter for trial in January 2003.

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

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.

Item 4.     Submission of Matters to a Vote of Security Holders

During the quarter ended December 31, 2001, no matter was submitted to a vote of
unit holders through the solicitation of proxies or otherwise.

                                     PART II

Item 5.     Market for the Partnership's Equity and Related Partner Matters

The Partnership,  a publicly-held  limited partnership,  offered and sold 95,789
Individual  Investor Units during its offering period through  December 1986. As
of December 31, 2001,  the number of holders of  Individual  Investor  Units was
2,983. An affiliate of the Managing General Partner owned 108 units or 0.11%, as
of December 31, 2001.  Affiliates of the Managing General Partner also own 5,493
(8.21%)  of the  Partnership's  1985  Non-Recourse  Promissory  Notes  and 1,635
(9.64%) of the  Partnership's  1986  Non-Recourse  Promissory  Notes.  No public
trading market has developed for Individual  Investor Units or Pension  Investor
Units, and it is not anticipated such a market will develop in the future.

No  distributions  were made to the  limited  partners  during  the years  ended
December 31, 2001 or 2000.

Item 6.     Management's Discussion and Analysis or Plan of Operations

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

This  item  should  be read  in  conjunction  with  the  consolidated  financial
statements and other items contained elsewhere in this report.

As of December  31,  1999,  the  Partnership  adopted the  liquidation  basis of
accounting.  The  Partnership's  Nonrecourse  Promissory  Notes had a balance of
principal and deferred  interest of  approximately  $80,000,000  at the maturity
date of February 15, 1999. The Partnership was unable to satisfy the Nonrecourse
Promissory Notes at maturity and as a result,  the Partnership was in default on
the Nonrecourse  Promissory  Notes. The Managing  General Partner  contacted the
indenture  trustee for the Nonrecourse  Promissory Notes regarding this default.
In connection with these conversations, on July 30, 1999 the Partnership entered
into a forbearance  agreement with the indenture  trustee  pursuant to which the
indenture  trustee  agreed not to  exercise  its rights and  remedies  under the
indenture for up to 390 days. In turn, the Partnership  agreed to (a) deliver to
the indenture  trustee for the benefit of the noteholders all of the accumulated
cash  of the  Partnership,  less  certain  reserves  and  anticipated  operating
expenses,  (b) market  all of its  properties  for sale,  (c)  deliver  all cash
proceeds  from any  sales to the  indenture  trustee  until  the notes are fully
satisfied and (d) comply with the reporting requirements under the indenture. At
the expiration of the  forbearance  period,  the Partnership had not sold all of
its properties or satisfied the Nonrecourse  Promissory  Notes. With the consent
of the indenture  trustee,  the forbearance period extension is being negotiated
to accommodate the sale of the remaining asset,  which is currently  anticipated
to occur by the end of the  second  quarter  of 2002.  Based on  current  market
conditions,  it is unlikely that the sale of the  Partnership's  remaining asset
will generate sufficient proceeds to pay off the Nonrecourse Promissory Notes in
full.  If the  Partnership  cannot sell the property for  sufficient  value,  in
accordance  with the terms of the forbearance  agreement,  it is likely that the
Partnership will lose its property  through delivery to an auctioneer.  Upon the
sale or disposal of the last property, the Partnership is expected to terminate.

As a result of the  decision  to  liquidate  the  Partnership,  the  Partnership
changed its basis of  accounting  for its  financial  statements at December 31,
1999 to the  liquidation  basis of  accounting.  Consequently,  assets have been
valued at estimated net realizable  value and liabilities are presented at their
estimated settlement amounts, including estimated costs associated with carrying
out the  liquidation.  The  valuation  of  assets  and  liabilities  necessarily
requires many estimates and assumptions and there are substantial  uncertainties
in carrying out the liquidation. The actual realization of assets and settlement
of  liabilities  could be higher or lower than amounts  indicated  and are based
upon the Managing General Partner's estimates as of the date of the consolidated
financial statements.

During  the  year  ended  December  31,  2001,  net  liabilities   increased  by
approximately   $194,000.  This  increase  is  primarily  due  to  decreases  in
investment  properties and cash and cash equivalents largely offset by decreases
in the principal and accrued  interest of the Notes.  The decrease in investment
properties  is due to the sale of a property in October  2001.  The  decrease in
cash and cash equivalents,  as well as the decrease in the principal and accrued
interest of the Notes, is due to a payment to the note holders in December 2001.

During  the  year  ended  December  31,  2000,  net  liabilities   increased  by
approximately  $3,239,000.  This  increase  is  primarily  due to  decreases  in
investment  properties,  mortgage loan receivable,  debt trustee escrow and cash
and cash  equivalents  which was  partially  offset by decreases in the mortgage
note payable and the principal and accrued  interest on the Notes.  The decrease
in  investment  properties,  as well as the decrease in mortgage note payable is
due to the sale of five investment  properties  during 2000 and the repayment of
the mortgage on one property.  The decrease in the mortgage  loan  receivable is
due to the mortgager  repaying the note. The decrease in debt trustee escrow and
cash and cash equivalents,  as well as the decrease in the principal and accrued
interest on the Notes,  is  primarily  due to payments to the note  holders from
sale proceeds.

Included in liabilities in the statement on net liabilities in liquidation as of
December 31, 2001, is approximately $1,129,000 of costs, net of income, that the
Managing  General  Partner  estimates  will be  incurred  during  the  period of
liquidation  based  on the  assumption  that  the  liquidation  process  will be
completed by August 31, 2002.  Because the success in  realization of assets and
the settlement of liabilities  is based on the Managing  General  Partner's best
estimates,  the liquidation period may be shorter or extend beyond the projected
period.

On October 23, 2001, the  Partnership  sold Highland Park III to an unaffiliated
third party for net sales proceeds of approximately $3,329,000 after the payment
of closing costs. The Partnership's share of the net sales proceeds were paid to
the indenture trustee to be applied to the amounts due to the noteholders.

In light of the maturity of the Notes, no distributions were made to the limited
partners for the years ended December 31, 2001 or 2000.

The following is a general  description of the tax consequences  that may result
to a limited partner upon the sale of the Partnership's remaining property. Each
limited  partner should consult with his or her own tax advisor to determine his
or her particular tax  consequences.  The taxable gain and income resulting from
the  sale  of the  Partnership's  property  will  pass  through  to the  limited
partners, and will likely result in income tax liability to the limited partners
without any distribution of cash from the Partnership.


Item 7.     Financial Statements

CENTURY PENSION INCOME FUND XXIII

LIST OF CONSOLIDATED FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Consolidated  Statement of Net Liabilities in Liquidation - December 31,
      2001

      Consolidated  Statements of Changes in Net  Liabilities  in  Liquidation -
      Years ended December 31, 2001 and 2000

      Notes to Consolidated Financial Statements




<PAGE>


              Report of Ernst & Young LLP, Independent Auditors



The Partners
Century Pension Income Fund XXIII

We have audited the  accompanying  consolidated  statement of net liabilities in
liquidation of Century Pension Income Fund XXIII as of December 31, 2001 and the
related consolidated statements of changes in net liabilities in liquidation for
each of the two years in the period ended  December 31,  2001.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by the  Partnership's  management,  as  well  as  evaluating  the  overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  consolidated  net  liabilities  in  liquidation of
Century  Pension  Income  Fund XXIII at December  31, 2001 and the  consolidated
changes  in net  liabilities  in  liquidation  for each of the two  years in the
period  ended  December 31,  2001,  in  conformity  with  accounting  principles
generally  accepted  in the United  States  applied  on the basis of  accounting
described in Note A to the financial statements.


                                                          /s/ERNST & YOUNG LLP



Greenville, South Carolina
February 15, 2002



<PAGE>



                        CENTURY PENSION INCOME FUND XXIII

           CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION
                                (in thousands)

                                December 31, 2001



Assets
  Cash and cash equivalents                                            $   461
  Receivables and deposits                                                 111
  Debt trustee escrow                                                      643
  Investment property                                                    2,820
                                                                         4,035
Liabilities
  Accounts payable                                                          10
  Tenant security deposit liabilities                                        9
  Other liabilities                                                         73
  Non-recourse promissory notes (Note A)
   Principal                                                            11,847
   Interest payable                                                     14,739
  Minority interest in consolidated joint venture                          170
  Estimated costs during the period of liquidation
   (Note A)                                                              1,129
                                                                        27,977

Net liabilities in liquidation                                        $(23,942)


        See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                        CENTURY PENSION INCOME FUND XXIII

     CONSOLIDATED STATEMENTS OF CHANGES IN NET LIABILITIES IN LIQUIDATION
                                (in thousands)

<TABLE>
<CAPTION>

                                                                  For the Years Ended
                                                                      December 31,
                                                                   2001         2000

<S>                                                              <C>          <C>
Net liabilities in liquidation at beginning of period            $(23,748)    $(20,509)

Changes in net liabilities in liquidation attributed to:
   Decrease in cash and cash equivalents                             (709)        (909)
   (Decrease) increase in receivables and deposits                   (784)         335
   Decrease in debt trustee escrow                                    (77)      (4,025)
   Decrease in mortgage loan receivable                                --       (1,000)
   Decrease in investment properties                               (2,522)     (41,595)
   Decrease (increase) in accounts payable                             59          (19)
   Decrease in tenant security deposit payable                         14          171
   Decrease in accrued property taxes                                  50           51
   Decrease (increase) in other liabilities                           938         (714)
   Decrease in mortgage note payable, including accrued
     interest                                                          --        7,151
   Decrease in nonrecourse promissory notes - principal             2,136       18,793
   Decrease in non-recourse promissory notes - interest
     payable                                                        1,045       17,455
   (Increase) decrease in minority interest in consolidated
     joint venture                                                     (2)       1,446
   (Increase) decrease in estimated costs during the
     period of liquidation                                           (342)        (379)

Net liabilities in liquidation at end of period                  $(23,942)    $(23,748)

        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                        CENTURY PENSION INCOME FUND XXIII

                  Notes to Consolidated Financial Statements

                                December 31, 2001


Note A - Basis of Presentation

As of December 31, 1999, Century Pension Income Fund XXIII (the "Partnership" or
"Registrant")  adopted the  liquidation  basis of accounting due to the imminent
sale of its investment properties.

The Partnership's  Non-Recourse  Promissory Notes are secured by a deed of trust
on all properties owned in fee by the Partnership.  The Notes were issued in two
series.  The "1985 Series Notes," in the amount of $33,454,000  bear interest at
12% per annum,  and the "1986 Series Notes," in the amount of  $8,485,000,  bear
interest at 10% per annum,  except that portions of the interest were  deferred,
provided  the  Partnership  made minimum  interest  payments of 5% on the unpaid
principal balance.  The Nonrecourse  Promissory Notes had a balance of principal
and deferred  interest of  approximately  $80,000,000  at the  maturity  date of
February  15,  1999.  The  Partnership  was  unable to satisfy  the  Nonrecourse
Promissory Notes at maturity and as a result,  the Partnership was in default on
the Nonrecourse  Promissory Notes. Fox Capital Management Corporation ("FCMC" or
the  "Managing  General  Partner")  contacted  the  indenture  trustee  for  the
Nonrecourse  Promissory  Notes regarding this default.  In connection with these
conversations,  on July 30,  1999 the  Partnership  entered  into a  forbearance
agreement  with the indenture  trustee  pursuant to which the indenture  trustee
agreed not to exercise its rights and remedies under the indenture for up to 390
days. In turn, the  Partnership  agreed to (a) deliver to the indenture  trustee
for  the  benefit  of  the  noteholders  all  of  the  accumulated  cash  of the
Partnership,  less certain  reserves and  anticipated  operating  expenses,  (b)
market all of its  properties  for sale,  (c) deliver all cash proceeds from any
sales to the  indenture  trustee  until the notes  are fully  satisfied  and (d)
comply with the reporting requirements under the indenture. At the expiration of
the  forbearance  period the  Partnership  had not sold all of its properties or
satisfied the Nonrecourse  Promissory  Notes.  With the consent of the indenture
trustee, the forbearance period extension is being negotiated to accommodate the
sale of the remaining asset, which is currently  anticipated to occur by the end
of the second quarter of 2002.  During 2000 and 2001, the  Partnership  sold all
but one of its investment  properties.  The remaining property is actively being
marketed for sale. Based on current market  conditions,  it is unlikely that the
sale of the Partnership's  remaining asset will generate  sufficient proceeds to
pay off the Nonrecourse Promissory Notes in full. If the Partnership cannot sell
the  property  for  sufficient  value,  in  accordance  with  the  terms  of the
forbearance agreement,  it is likely that the Partnership will lose its property
through  delivery  to an  auctioneer.  Upon  the  sale or  disposal  of the last
property, the Partnership is expected to terminate.

As a result of the  decision  to  liquidate  the  Partnership,  the  Partnership
changed its basis of  accounting  for its  financial  statements at December 31,
1999, to the  liquidation  basis of accounting.  Consequently,  assets have been
valued at estimated net realizable  value and liabilities are presented at their
estimated settlement amounts, including estimated costs associated with carrying
out the  liquidation.  The  valuation  of  assets  and  liabilities  necessarily
requires many estimates and assumptions and there are substantial  uncertainties
in carrying out the liquidation. The actual realization of assets and settlement
of liabilities could be higher or lower than amounts indicated and is based upon
the Managing  General  Partner's  estimates  as of the date of the  consolidated
financial statements.

Included in liabilities in the statement of net liabilities in liquidation as of
December 31, 2001, is approximately $1,129,000 of costs, net of income, that the
Managing  General  Partner  estimates  will be  incurred  during  the  period of
liquidation  based  on the  assumption  that  the  liquidation  process  will be
completed by August 31, 2002.  Because the success in  realization of assets and
the settlement of liabilities  is based on the Managing  General  Partner's best
estimates,  the liquidation period may be shorter or extend beyond the projected
period.

Note B - Organization and Summary of Significant Accounting Policies

Organization:  The Partnership is a limited partnership  organized in 1984 under
the laws of the State of California to hold for investment  and ultimately  sell
income-producing real estate properties,  and invest in, service, and ultimately
collect or dispose of mortgage loans on income-producing real estate properties.
The Partnership currently owns one business park located in Florida. The general
partner is Fox  Partners V, a  California  general  partnership,  whose  general
partners  are  FCMC and Fox  Realty  Investors  ("FRI"),  a  California  general
partnership.  The Managing  General Partner and the managing  general partner of
FRI are subsidiaries of Apartment Investment and Management Company ("AIMCO"), a
publicly traded real estate  investment trust. The directors and officers of the
Managing  General  Partner  also  serve as  executive  directors  of AIMCO.  The
Partnership  Agreement provides that the Partnership is to terminate on December
31, 2020, unless terminated prior to such date.

Principles of Consolidation:  The consolidated  financial statements include all
of the  accounts  of the  Partnership  and  the  joint  ventures  in  which  the
Partnership  had a controlling  interest.  An affiliated  partnership  owned the
minority   interest  in  this  joint  venture.   All  significant   inter-entity
transactions and balances have been eliminated.

Use of Estimates:  The  preparation of financial  statements in conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the financial  statements and  accompanying  notes.  Actual results could differ
from those estimates.

Allocation  of Income,  Loss,  and  Distributions:  Net  income,  net loss,  and
distributions  of cash of the Partnership are allocated  between the general and
limited partners in accordance with the provisions of the partnership agreement.

Fair Value of Financial Instruments: Statement of Financial Accounting Standards
("SFAS") No. 107,  "Disclosures about Fair Value of Financial  Instruments",  as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair  Value  of  Financial  Instruments",  requires  disclosure  of  fair  value
information  about  financial  instruments,  whether  or not  recognized  in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a  current  transaction  between  willing  parties,  other  than in a forced  or
liquidation  sale.  The  Partnership  believes  that the carrying  amount of its
financial  instruments (except for long term debt) approximates their fair value
due to the short term maturity of these  instruments.  It is not  practicable to
estimate the fair value of the Partnership's Nonrecourse Promissory Notes due to
their  maturity  in  February  1999 and the  Partnership  is  unable  to  obtain
additional financing.

Cash and Cash  Equivalents:  Includes  cash on hand,  in banks and money  market
accounts.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.

Security Deposits:  The Partnership  requires security deposits from lessees for
the duration of the lease.  The security  deposits are refunded  when the tenant
vacates,  provided  the tenant has not  damaged  its space and is current on its
rental payments.

Investment  Property:  As a result of the  Partnership  adopting the liquidation
basis of accounting,  the investment property has been adjusted to its estimated
net realizable values at December 31, 2001.

Leases:  The  Partnership  leases  certain  commercial  space to tenants under
various  lease terms.  The leases are  accounted  for as  operating  leases in
accordance with SFAS No. 13, "Accounting for Leases".

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also establishes  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.  The Managing General Partner believes that  segment-based  disclosures
will  not  result  in a  more  meaningful  presentation  than  the  consolidated
financial statements as currently presented.

Advertising:  The  Partnership  expenses the costs of advertising as incurred.
Advertising  expense was approximately  $2,000 and $14,000 for the years ended
December 31, 2001 and 2000.

Note C - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership. The following payments were made to the
Managing General Partner and affiliates during the years ended December 31, 2001
and 2000:

                                                     Years ended December 31,
                                                        2001           2000
                                                          (in thousands)
  Property management fees                              $ --           $ 54
  Reimbursement for services of affiliates               149             68

During the year ended  December  31, 2000  affiliates  of the  Managing  General
Partner were  entitled to receive 5% of gross  receipts  from the  Partnership's
residential property for providing property management services.  The Registrant
paid to such  affiliates  approximately  $54,000 for the year ended December 31,
2000. The Partnership had no residential properties in 2001.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $149,000 and
$68,000 for the years ended December 31, 2001 and 2000, respectively.

Note D - Minimum Future Rental Revenues

Minimum future rental revenues from operating leases having non-cancelable lease
terms in excess of one year at December 31, 2001, are as follows (in thousands):

                             2002                    464
                             2003                    398
                             2004                     24
                            Total                 $  886

Note E - Income Taxes

The Partnership has received a ruling from the Internal  Revenue Service that it
will  be  classified  as  a  partnership   for  Federal   income  tax  purposes.
Accordingly, no provision for income taxes is made in the consolidated financial
statements of the  Partnership.  Taxable  income or loss of the  Partnership  is
reported in the income tax  returns of its  partners.  The  taxable  loss of the
Partnership  for the year ended  December  31,  2001 is  approximately  $621,000
($8.01 per limited  partnership  unit) and the taxable income of the Partnership
for the year ended  December 31, 2000 is  approximately  $3,452,000  ($20.82 per
limited partnership unit).

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net liabilities (in thousands) at December 31, 2001:

                                                    2001
Net liabilities in liquidation as reported        $(23,942)
Differences resulted from:
  Sales commissions and organization
    expenses                                         6,554
  Original issue discount                              764
  Depreciation                                      (3,756)
  Land and building                                  3,858
  Estimated costs in liquidation                     1,129
  Other                                                368
Net liabilities - Federal tax basis               $(15,025)

Note F - Real Estate and Accumulated Depreciation
<TABLE>
<CAPTION>

                                          Initial Cost
                                         To Partnership
                                         (in thousands)
                                                 Buildings    Net Cost
                                                and Related  Capitalized  Adjustment to
                                                 Personal   Subsequent to  Liquidation
     Description        Encumbrances    Land     Property    Acquisition      Basis
                       (in thousands)                                     (in thousands)
Property
<S>                         <C>        <C>        <C>           <C>          <C>
Commerce Plaza              (1)        $ 1,604    $ 4,188       $ 796        $(3,768)
</TABLE>

(1)   The  Nonrecourse  Promissory  Notes are  secured by a deed of trust on the
      property owned in fee by the Partnership and by a security interest in the
      joint venture interest held by the  Partnership.  As of December 31, 1999,
      the  Partnership   adopted  the  liquidation  basis  of  accounting.   The
      Partnership  was  unable to satisfy  the  Nonrecouse  Promissory  Notes at
      maturity  and  as  a  result,  the  Partnership  was  in  default  on  the
      Nonrecourse Promissory Notes.
<TABLE>
<CAPTION>

                          Gross Amount At Which Carried
                              At December 31, 2001
                               (in thousands)
                                    Buildings
                                   And Related
                                   Personal             Accumulated     Date    Depreciable
     Description          Land     Property    Total    Depreciation  Acquired  Life-Years
                                                       (in thousands)
Property
<S>                     <C>         <C>       <C>           <C>         <C>      <C>
Commerce Plaza          $ 1,604     $ 1,216   $ 2,820       (1)         3/86     5-39 yrs
</TABLE>

(1)   As a result of adopting the  liquidation  basis of  accounting,  the gross
      carrying  value of the property was adjusted to its net  realizable  value
      and will not be depreciated further.

Reconciliation of "Real Estate and Accumulated Depreciation":

                                               Years Ended December 31,
                                                 2001             2000
                                                    (in thousands)
   Real Estate
   Balance at beginning of year                 $ 5,342         $ 46,937
     Property improvements                          141              162
     Sale of property                            (3,183)         (41,216)
     Change in estimated net realizable
       value                                        520             (541)
   Balance at end of year                       $ 2,820         $  5,342

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2001  and  2000  is  approximately  $6,678,000  and  $13,005,000,
respectively.  Accumulated  depreciation  for  Federal  income tax  purposes  at
December  31,  2001  and  2000  is  approximately   $3,756,000  and  $7,311,000,
respectively.

Note G - Sale of Investment Property

On October 23, 2001, the  Partnership  sold Highland Park III to an unaffiliated
third party for net sales proceeds of approximately $3,329,000 after the payment
of closing costs. The Partnership's share of the net sales proceeds were paid to
the indenture trustee to be applied to the amounts due to the noteholders.

Note H - 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 and a hearing  has been  scheduled  for April 29,
2002. The Court has set the matter for trial in January 2003.

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

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.

Item 8.     Changes in and  Disagreements  with  Accountants on Accounting and
            Financial Disclosures

            None.

                                    PART III

Item 9.     Directors and Executive Officers of the Registrant

Century Pension Income Fund XXIII (the  "Partnership" or "Registrant"),  as well
as Fox  Partners V ("Fox"),  the  general  partner  of the  Registrant,  have no
officers  or  directors.  Fox  Capital  Management  Corporation  ("FCMC"  or the
"Managing  General  Partner"),  the managing general partner of Fox, manages and
controls   substantially  all  of  the  Registrant's  affairs  and  has  general
responsibility and ultimate authority in all matters affecting its business.

The names and ages of, as well as the positions  held by the executive  officers
and director of the  Managing  General  Partner are set forth  below.  No family
relationships  exist  among any of the  officers  or  director  of the  Managing
General Partner.

Name                        Age    Position

Patrick J. Foye              44    Executive Vice President and Director

Martha L. Long               42    Senior Vice President and Controller

Patrick  J.  Foye  has been  Executive  Vice  President  and  Director  of the
Managing  General  Partner  since  October  1,  1998.  Mr.  Foye has served as
Executive Vice President of AIMCO since May 1998.  Prior to joining AIMCO, Mr.
Foye was a partner in the law firm of  Skadden,  Arps,  Slate,  Meagher & Flom
LLP  from  1989 to 1998  and was  Managing  Partner  of the  firm's  Brussels,
Budapest and Moscow  offices from 1992 through  1994.  Mr. Foye is also Deputy
Chairman of the Long Island Power  Authority and serves as a member of the New
York State  Privatization  Council.  He received a B.A.  from Fordham  College
and a J.D. from Fordham University Law School.

Martha L. Long has been Senior Vice  President  and  Controller  of the Managing
General  Partner since October 1998 as a result of the  acquisition  of Insignia
Financial  Group,  Inc. As of February 2001, Ms. Long was also appointed head of
the service  business for AIMCO.  From June 1994 until January 1997, she was the
Controller for Insignia, and was promoted to Senior Vice President - Finance and
Controller in January 1997,  retaining that title until October 1998.  From 1988
to June 1994,  Ms. Long was Senior Vice  President and  Controller for The First
Savings Bank, FSB in Greenville, South Carolina.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act.  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The executive  officers and director of the Managing General Partner fulfill the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting process on behalf of the Managing General Partner.  Management has the
primary  responsibility  for the financial  statements and the reporting process
including  the  systems  of  internal  controls.  In  fulfilling  its  oversight
responsibilities,  the executive  officers and director of the Managing  General
Partner reviewed the audited  financial  statements with management  including a
discussion  of the  quality,  not  just  the  acceptability,  of the  accounting
principles,  the  reasonableness  of significant  judgments,  and the clarity of
disclosures in the financial statements.

The executive  officers and director of the Managing  General  Partner  reviewed
with the independent auditors,  who are responsible for expressing an opinion on
the conformity of those audited financial statements with accounting  principles
generally accepted in the United States,  their judgments as to the quality, not
just the  acceptability,  of the  Partnership's  accounting  principles and such
other  matters as are required to be discussed  with the Audit  Committee or its
equivalent under auditing standards  generally accepted in the United States. In
addition,  the  Partnership  has  discussed  with the  independent  auditors the
auditors' independence from management and the Partnership including the matters
in the written  disclosures  required by the  Independence  Standards  Board and
considered  the   compatibility   of  non-audit   services  with  the  auditors'
independence.

The executive  officers and director of the Managing  General Partner  discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive  officers and director of the Managing  General  Partner have approved
the  inclusion of the audited  financial  statements  in the Form 10-KSB for the
year  ended  December  31,  2001 for filing  with the  Securities  and  Exchange
Commission.

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements of the  Partnership  for the current
fiscal year. Fees for the last fiscal year were annual services of approximately
$46,000  and  non-audit  services  (principally  tax-related)  of  approximately
$23,000.

Item 10.    Executive Compensation

Neither the director nor officers  received any  remuneration  from the Managing
General Partner during the year ended December 31, 2001.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

The Partnership is a limited  partnership and has no officers or directors.  The
Managing  General Partner has  discretionary  control over most of the decisions
made by or for the  Partnership in accordance  with the terms of the Partnership
Agreement.  The director and  officers of the Managing  General  Partner and its
affiliates, as a group, do not own any of the Partnership's voting securities.

There is no person known to the Partnership  who owns  beneficially or of record
more than five  percent  of the  voting  authorities  of the  Partnership  as of
December 31, 2001.

As of December 31, 2001,  Insignia  Properties LP ("IPLP"),  an affiliate of the
Managing  General  Partner,  owned 108 Individual  Investor  Units  ("Units") or
approximately 0.11%. IPLP's business address is 55 Beattie Place, Greenville, SC
29602. Additionally, IPLP is indirectly ultimately owned by AIMCO.

Item 12.    Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership. The following payments were made to the
Managing General Partner and affiliates during the years ended December 31, 2001
and 2000:

                                                   2001        2000
                                                    (in thousands)
Property management fees                           $ --        $ 54
Reimbursement for services of affiliates            149          68

During the year ended  December  31, 2000  affiliates  of the  Managing  General
Partner were  entitled to receive 5% of gross  receipts  from the  Partnership's
residential property for providing property management services.  The Registrant
paid to such  affiliates  approximately  $54,000 for the year ended December 31,
2000. The Partnership had no residential properties in 2001.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $149,000 and
$68,000 for the years ended December 31, 2001 and 2000, respectively.

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 year ended December
31, 2001, the Partnership  paid AIMCO and its affiliates  approximately  $12,000
for insurance coverage and fees associated with policy claims administration.


                                     PART IV

Item 13.    Exhibits, Financial Statements, Schedules and Reports on Form 8-K

      (a)   Exhibits:

            None.

      (b)   Reports on Form 8-K filed during the fourth quarter of calendar year
            2001:

            None.



<PAGE>



                                   SIGNATURES



Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                    CENTURY PENSION INCOME FUND XXIII


                                    By:   Fox Partners V
                                          Its General Partner


                                    By:   Fox Capital Management Corporation
                                          Its Managing General Partner


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


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


                                    Date:


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the date indicated.


/s/Patrick J. Foye      Executive Vice President      Date:
Patrick J. Foye         and Director


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



<PAGE>


                        CENTURY PENSION INCOME FUND XXIII

                                  Exhibit Index



  Exhibit Number

       2          NPI 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.

       2.1        Agreement and Plan of Merger,  dated as of October 1, 1998, by
                  and  between  AIMCO  and IPT;  incorporated  by  reference  to
                  Exhibit  2.1 of the  Registrant's  Current  Report on Form 8-K
                  dated October 1, 1998.

       3.4        Agreement of Limited Partnership,  incorporated by reference
                  to  Exhibit A to the  Prospectus  of the  Partnership  dated
                  July 1, 1985 and  thereafter  supplemented  contained in the
                  Partnership's  Registration Statement on Form S-11 (Reg. No.
                  2-96389)

      10.1        Purchase and Sale Contract between  Registrant and Duke Realty
                  Limited  Partnership,  an Indiana limited  partnership,  dated
                  April 20, 1999, incorporated by reference to the Partnership's
                  Current  Report on Form 8-K dated June 1, 1999,  regarding the
                  sale of Alpha  Business  Center,  Plymouth  Service Center and
                  Westpoint Service Center.

      10.2        Amendment to Purchase and Sale Contract between Registrant and
                  Duke  Realty  Limited   Partnership  and  Weeks  Realty,  L.P.
                  (Assignee), a Georgia limited partnership, dated May 26, 1999,
                  incorporated by reference to the Partnership's  Current Report
                  on Form 8-K dated  June 1, 1999,  regarding  the sale of Alpha
                  Business Center, Plymouth Service Center and Westpoint Service
                  Center.

      10.3        Purchase  and  Sale  Contract  between  Registrant  and  18011
                  Mitchell LLC, a California  Limited Liability  Company,  dated
                  September   23,  1999,   incorporated   by  reference  to  the
                  Partnership's  Current  Report on Form 8-K dated  December  7,
                  1999, regarding the sale of Medtronics.

      10.4        First   Amendment  to  Purchase  and  Sale  Contract   between
                  Registrant  and  18011  Mitchell  LLC,  a  California  Limited
                  Liability  Company,  dated November 10, 1999,  incorporated by
                  reference  to the  Partnership's  Current  Report  on Form 8-K
                  dated December 7, 1999, regarding the sale of Medtronics.

      10.5        Second   Amendment  to  Purchase  and  Sale  Contract  between
                  Registrant  and  18011  Mitchell  LLC,  a  California  Limited
                  Liability  Company,  dated November 23, 1999,  incorporated by
                  reference  to the  Partnership's  Current  Report  on Form 8-K
                  dated December 7, 1999, regarding the sale of Medtronics.

      10.6        Third   Amendment  to  Purchase  and  Sale  Contract   between
                  Registrant  and  18011  Mitchell  LLC,  a  California  Limited
                  Liability  Company,  dated November 30, 1999,  incorporated by
                  reference  to the  Partnership's  Current  Report  on Form 8-K
                  dated December 7, 1999, regarding the sale of Medtronics.

      10.7        Purchase   and  Sale   Contract   between   Registrant   and
                  Woolbright Development,  Inc., a Florida Corporation,  dated
                  November 30, 1999, regarding the sale of Coral Palm Plaza.

      10.8        First  Amendment  to  Purchase  and  Sale  Contract  between
                  Registrant  and  Woolbright  Development,  Inc.,  a  Florida
                  Corporation,  dated December 16, 1999, regarding the sale of
                  Coral Palm Plaza.

      10.9        Second  Amendment  to  Purchase  and Sale  Contract  between
                  Registrant,   Woolbright   Development,   Inc.,   a  Florida
                  Corporation,  and  Woolbright  Coral Palm,  Ltd.,  a Florida
                  limited  partnership,  dated January 19, 2000, regarding the
                  sale of Coral Palm Plaza.

      10.10       Purchase  and Sale  Contract  between  Registrant  and Capreit
                  Acquisition   Corporation,   a  Maryland  Corporation,   dated
                  February 21, 2000, regarding the sale of The Enclaves.

      10.11       Reinstatement   and  First  Amendment  to  Purchase  and  Sale
                  Contract   between   Registrant   and   Capreit    Acquisition
                  Corporation,  a Maryland  Corporation,  dated April 10,  2000,
                  regarding the sale of The Enclaves.

      10.12       Second   Amendment  to  Purchase  and  Sale  Contract  between
                  Registrant  and Capreit  Acquisition  Corporation,  a Maryland
                  Corporation,  dated April 19, 2000,  regarding the sale of The
                  Enclaves.

      10.13       Purchase and Sale Contract  between  Registrant and Jeffrey C.
                  Ruttenburg, an individual,  dated December 28, 1999, regarding
                  the sale of Regency Center.

      10.14       Amendment to Purchase and Sale Contract between Registrant and
                  Jeffrey C. Ruttenburg, an individual,  dated February 9, 2000,
                  regarding the sale of Regency Center.

      10.15       Second  Amendment  to  Purchase  and Sale  Contract  between
                  Registrant and Jeffrey C. Ruttenburg,  an individual,  dated
                  March 29, 2000, regarding the sale of Regency Center.

      10.16       Assignment  of Purchase and Sale Contract  between  Jeffrey C.
                  Ruttenburg, an individual, and Henry, Watz, Gardner, Sellers &
                  Gardner,  PLLC,  dated April 14, 2000,  regarding  the sale of
                  Regency Center.

      10.17       Purchase and Sale Contract  between  Registrant  and Harkinson
                  Investment Corporation,  a Texas Corporation,  dated April 14,
                  2000, regarding the sale of Interrich Plaza.

      10.18       Amendment to Purchase and Sale Contract between Registrant and
                  Harkinson Investment Corporation,  a Texas Corporation,  dated
                  May 26, 2000, regarding the sale of Interrich Plaza.

      10.19       Reinstatement  and  Second  Amendment  to  Purchase  and  Sale
                  Contract   between   Registrant   and   Harkinson   Investment
                  Corporation,  a  Texas  Corporation,   dated  June  13,  2000,
                  regarding the sale of Interrich Plaza.

      10.20       Purchase  and Sale  Contract  dated  April 26,  2001  between,
                  Century Properties Fund XX, a California  limited  partnership
                  and Century  Pension Income Fund XXIII,  a California  limited
                  partnership,   as  sellers,  and  High  Investors,   Ltd.,  as
                  purchaser, regarding the sale of Highland Park III.

      10.21       Amendment to Purchase and Sale  Contract  dated  September 24,
                  2001 between, Century Properties Fund XX, a California limited
                  partnership   and  Century   Pension   Income  Fund  XXIII,  a
                  California   limited   partnership,   as  sellers,   and  High
                  Investors, Ltd., as purchaser,  regarding the sale of Highland
                  Park III.

      16          Letter from the Partnership's former Independent Auditor dated
                  April 27, 1994, incorporated by reference to Exhibit 10 to the
                  Partnership's Current Report on Form 8-K dated April 22, 1994.

      16.1        Letter dated  December 14, 1999,  from the former  accountant,
                  incorporated by reference to the Partnership's  Current Report
                  on Form 8-K dated December 10, 1999.