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

                                  Form 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934

                 For the quarterly period ended September 30, 2002


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


                For the transition period from _________to _________

                         Commission file number 0-14528


                        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, P.O. Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

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

<PAGE>

The issuer  recently  discovered  that it had  inadvertently  omitted  conformed
signatures on certain certifications included in its 10-QSB filing made November
13, 2002.  Original  signatures were complete and on file with the issuer at the
time the 10-QSB filing was made in November;  however,  due to a clerical error,
conformed  signatures were not included in the electronic filing. This amendment
is being filed solely to correct this inadvertent clerical error.

                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS



                        CENTURY PENSION INCOME FUND XXIII

              CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION
                                   (Unaudited)
                                 (in thousands)

                               September 30, 2002



Assets
  Cash and cash equivalents                                           $ 594
  Receivables and deposits                                               106
  Debt trustee escrow                                                    625
  Investment property                                                  2,820
                                                                       4,145
Liabilities
  Accounts payable                                                         4
  Tenant security deposit liabilities                                      3
  Accrued property taxes                                                  58
  Other liabilities                                                       95
  Non-recourse promissory notes:
   Principal                                                          11,847
   Interest payable                                                   15,784
  Estimated costs during the period of liquidation                       677
                                                                      28,468

Net liabilities in liquidation                                      $(24,323)


            See Accompanying Notes to Consolidated Financial Statements


<PAGE>

                        CENTURY PENSION INCOME FUND XXIII

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

<TABLE>
<CAPTION>

                                                                 For the Nine Months
                                                                  Ended September 30,
                                                                 2002            2001
<S>                                                            <C>             <C>
Net liabilities in liquidation at beginning of period          $(23,942)       $(23,748)

Changes in net liabilities in liquidation attributed to:
   Increase (decrease) in cash and cash equivalents                 133            (820)
   Decrease in receivables and deposits                              (5)           (525)
   (Decrease) increase in debt trustee escrow                       (18)          1,428
   Increase in investment in properties                              --             337
   Decrease in accounts payable                                       6              58
   Decrease (increase) in tenant security deposits                    6              (1)
   Increase in accrued property taxes                               (58)            (52)
   (Increase) decrease in other liabilities                         (22)            671
   Increase in non-recourse promissory notes - interest
      payable                                                    (1,045)         (1,213)
   Decrease in minority interest in consolidated joint
      venture                                                       170             168
   Decrease in estimated costs during the period of
      liquidation                                                   452             358

Net liabilities in liquidation at end of period                $(24,323)       $(23,339)


            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                        CENTURY PENSION INCOME FUND XXIII

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


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
loss of its investment properties.

The Partnership's Nonrecourse 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 their 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 net 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  Partnership's  remaining asset,  which is currently  anticipated to
occur  by the  end of the  first  quarter  of  2003.  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
September 30, 2002 is approximately  $677,000 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 March 31, 2003.  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 than  projected or it may be
extended beyond the projected period.

Note B - Transactions with Affiliated Parties

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

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable administrative expenses amounting to approximately $69,000, net of a
refund  for prior year  overpayment,  and  $116,000  for the nine  months  ended
September 30, 2002 and 2001, respectively.

Beginning in 2001,  the  Partnership  began  insuring its property 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 property above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing  General  Partner.  During the nine months ended
September  30,  2002 and 2001,  the  Partnership  was  charged  by AIMCO and its
affiliates  approximately  $19,000  and  $12,000,  respectively,  for  insurance
coverage and fees associated with policy claims administration.

Note C - Legal Proceedings

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

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

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

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

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

<PAGE>

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

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

The Partnership's  remaining  investment property consists of one business park.
The  following  table sets forth the  average  occupancy  for the  Partnership's
investment property for the nine months ended September 30, 2002 and 2001:

                                                   Average Occupancy
      Property                                      2002       2001

      Commerce Plaza                                70%        70%
        Tampa, Florida

Commerce  Plaza is actively  being  marketed for sale.  Based on current  market
conditions,  it is  unlikely  that the  sale of the  Partnership's  assets  will
generate sufficient proceeds to payoff the Nonrecourse Promissory Notes in full.
If the Partnership  cannot sell its property for sufficient value, in accordance
with the terms of the forbearance  agreement,  it is likely that the Partnership
will lose its properties through delivery to an auctioneer.

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  net  sales  proceeds  were  paid to the
indenture trustee to be applied to the amounts due the noteholders.

As of December  31,  1999,  the  Partnership  adopted the  liquidation  basis of
accounting  due  to  the  imminent  loss  of  its  investment  properties.   The
Nonrecourse Promissory Notes had a balance of principal and deferred interest of
approximately  $80,000,000  at their  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 net 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  Partnership's  remaining asset,  which is currently  anticipated to
occur  by the  end of the  first  quarter  of  2003.  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 will 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.

During the nine months ended  September 30, 2002, net  liabilities  increased by
approximately  $381,000.  This  increase is  primarily  due to a decrease in the
estimated  costs during the period of liquidation and investment in consolidated
joint venture,  partially  offset by an increase in the interest  payable on the
non-recourse  promissory  notes.  The decrease in the estimated costs during the
period of liquidation is primarily due to the reduced number of months until the
Partnership's  expected liquidation.  The increase in interest payable is due to
the  accrual of nine months of  interest  on the  current  principal  balance of
approximately $11,847,000.

During the nine months ended  September 30, 2001, net  liabilities  decreased by
approximately  $409,000. This decrease is primarily due to increases in the debt
trustee escrow and investment properties and a decrease in other liabilities and
the estimated costs during the period of liquidation offset by decreases in cash
and cash  equivalents  and  receivables and deposits and an increase in interest
payable on the  non-recourse  promissory  note.  The  increase  in debt  trustee
escrow,  as well as the decreases in cash and cash  equivalents  and receivables
and  deposits,  is due to the  transfer  of excess cash of the  Partnership  and
previously escrowed sale proceeds,  held by a title company, to the debt trustee
per the forbearance  agreement.  The increase in investment properties is due to
an  increase in the  estimated  fair  market  value of one of the  Partnership's
properties. The decrease in other liabilities is primarily due to the payment of
certain  obligations.  The increase in interest payable is due to the accrual of
nine months of interest on the outstanding  principal  balance of  approximately
$13,983,000.

The  statement  of net  liabilities  in  liquidation  as of  September  30, 2002
includes  approximately  $677,000  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 March
31, 2003.  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 extended beyond the projected period.

In light of the maturity of the Notes, no distributions were made to the limited
partners for the nine month periods ended September 30, 2002 and 2001.

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.

The Managing  General  Partner  monitors  developments  in the area of legal and
regulatory   compliance  and  is  studying  new  federal  laws,   including  the
Sarbanes-Oxley  Act of 2002. The Sarbanes-Oxley Act of 2002 mandates or suggests
additional compliance measures with regard to governance,  disclosure, audit and
other areas.  In light of these changes,  the  Partnership  expects that it will
incur higher expenses related to compliance, including increased legal and audit
fees. Capital  improvements  planned for the Partnership's  property is detailed
below.  Additional  capital  expenditures  will  be  incurred  only  if  cash is
available from operations.

Commerce Plaza:

During the nine  months  ended  September  30,  2002,  the  Partnership  did not
complete any capital  improvements  at Commerce  Plaza.  The Partnership did not
budget capital  improvements for 2002 since it anticipated selling this property
in 2002.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO  owned  108  limited  partnership  units in the  Partnership
representing approximately 0.11% of the outstanding units at September 30, 2002.
Affiliates of the Managing General Partner also owned 5,511 limited  partnership
units (8.24%) of the Partnership's  1985 Nonrecourse  Promissory Notes and 1,635
limited   partnership  units  (9.64%)  of  the  Partnership's  1986  Nonrecourse
Promissory  Notes at September 30, 2002.  Although the Managing  General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owed 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.

ITEM 3.     CONTROLS AND PROCEDURES

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

<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

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

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

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

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

ITEM 2.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  Exhibit 3, 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).

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

            b)    Reports on Form 8-K:

                  None filed during the quarter ended September 30, 2002.




<PAGE>


                                   SIGNATURES



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



                                    CENTURY 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/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: January 9, 2003



<PAGE>



                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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


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


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


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


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


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


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


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


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


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


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


Date:  November 13, 2002

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


<PAGE>



                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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


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


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


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


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


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


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


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


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


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


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


Date:  November 13, 2002

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



<PAGE>


Exhibit 99


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



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

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

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


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


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


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