SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
         1934

                    For the fiscal year ended December 31, 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 0-11934

                          CENTURY PROPERTIES FUND XVIII
                 (Name of small business issuer in its charter)

         California                                              94-2834149
(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:

                      Units of Limited Partnership Interest
                                (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 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.  $4,911,000

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 of December 31, 2002. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

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.


                                     PART I

Item 1.     Description of Business

Century  Properties Fund XVIII (the "Partnership" or "Registrant") was organized
in July 1982 as a  California  limited  partnership  under the  Uniform  Limited
Partnership Act of the California  Corporations Code. Fox Partners, a California
general  partnership,  is the  general  partner of the  Registrant.  The general
partners of Fox Partners are Fox Capital  Management  Corporation (the "Managing
General  Partner" or "FCMC"),  a California  corporation,  Fox Realty  Investors
("FRI"),  a California  general  partnership,  and Fox Partners 82, a California
general  partnership.  NPI Equity Investments II, Inc. ("NPI Equity"), a Florida
corporation,  is the  managing  general  partner of FRI.  The  Managing  General
Partner and NPI Equity are  subsidiaries of Apartment  Investment and Management
Company  ("AIMCO"),   a  publicly  traded  real  estate  investment  trust.  The
Partnership  agreement provides that the Partnership is to terminate on December
31, 2020, unless terminated prior to such date.

The  principal  business  of the  Registrant  is to operate and hold real estate
properties for investment.  From February 1983 to September 1983, the Registrant
offered and sold 75,000 Units of Limited Partnership Interest (the "Units") at a
purchase price of $1,000 per Unit for an aggregate of $75,000,000  pursuant to a
Registration  Statement filed with the Securities and Exchange  Commission.  The
net  proceeds  of the  offering  were used to acquire 12  income-producing  real
estate   properties.   The   Registrant's   original   property   portfolio  was
geographically  diversified  with  properties  acquired  in  seven  states.  The
Registrant's acquisition activities were completed in June 1984, and since then,
the principal activity of the Registrant has been managing its portfolio. In the
period from 1987  through  February  1994,  ten  properties  were either sold or
otherwise  disposed.  The  Registrant  continues  to own  and  operate  the  two
remaining properties. See "Item 2. Description of Properties".

The  Partnership  has no full time  employees.  The Managing  General Partner is
vested with full authority as to the general  management and  supervision of the
business and affairs of the  Partnership.  The Limited Partners have no right to
participate in the management or conduct of such business and affairs.  Property
management  services  are  performed  at  the  Partnership's  properties  by  an
affiliate of the Managing General Partner.

Risk Factors

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Partnership's properties.  The number and quality of competitive properties,
including  those which may be managed by an affiliate  of the  Managing  General
Partner,  in such market area could have a material  effect on the rental market
for the  apartments  at the  Registrant's  properties  and the rents that may be
charged  for  such  apartments.  While  the  Managing  General  Partner  and its
affiliates  own and/or  control a significant  number of apartment  units in the
United  States,  such  units  represent  an  insignificant  percentage  of total
apartment units in the United States and competition for apartments is local.

Laws benefiting  disabled persons may result in the Partnership's  incurrence of
unanticipated  expenses.  Under the Americans with  Disabilities Act of 1990, or
ADA,  all places  intended to be used by the public are required to meet certain
Federal  requirements  related to access and use by disabled persons.  Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartment  properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Partnership's   properties,   or  restrict   renovations   of  the   properties.
Noncompliance  with  these laws could  result in the  imposition  of fines or an
award of  damages  to private  litigants  and also  could  result in an order to
correct any  non-complying  feature,  which could result in substantial  capital
expenditures.   Although  the  Managing  General   Partner   believes  that  the
Partnership's   properties  are   substantially   in  compliance   with  present
requirements,  the Partnership may incur  unanticipated  expenses to comply with
the ADA and the FHAA.

Both  the  income  and  expenses  of  operating  the  properties  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 residential  properties because such properties
are  susceptible to the impact of economic and other  conditions  outside of the
control of the Partnership.

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 new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

The Partnership  monitors its properties 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.

Insurance  coverage is becoming  more  expensive  and  difficult to obtain.  The
current  insurance market is  characterized by rising premium rates,  increasing
deductibles,  and more restrictive  coverage language.  Recent developments have
resulted in  significant  increases in insurance  premiums and have made it more
difficult to obtain  certain types of insurance.  As an example,  many insurance
carriers are excluding  mold-related  risks from their policy coverages,  or are
adding  significant  restrictions to such coverage.  Continued  deterioration in
insurance   market  place   conditions  may  have  a  negative   effect  on  the
Partnership's operating results.


A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation"  included in "Item 6" of this Form
10-KSB.

Item 2.     Description of Properties

The following table sets forth the Partnership's investment in properties:

<TABLE>
<CAPTION>

                                  Date of
Property                         Purchase     Type of Ownership            Use

<S>                                <C>
Overlook Point Apartments          07/83    Fee ownership subject      Apartments
  Salt Lake City, Utah                      to first mortgage           304 units

Oak Run Apartments                 11/83    Fee ownership subject      Apartments
  Dallas, Texas                             to first mortgage (1)       420 units
</TABLE>

(1)   The  property is held by Oak Run, LP in which the  Registrant  owns,  on a
      fully liquidated basis, a 100% interest.

Schedule of Properties

Set forth below for each of the  Partnership's  properties is the gross carrying
value,  accumulated  depreciation,  depreciable life, method of depreciation and
Federal tax basis.

<TABLE>
<CAPTION>

                              Carrying   Accumulated                        Federal
Property                       Value    Depreciation    Rate     Method    Tax Basis
                                  (in thousands)                         (in thousands)

<S>                           <C>          <C>        <C>                   <C>
Overlook Point Apartments     $11,170      $ 6,218    5-30 yrs    S/L       $ 2,041
Oak Run Apartments             17,776        7,527    5-30 yrs    S/L         6,067

                              $28,946      $13,745                          $ 8,108
</TABLE>

See  "Item  7.  Financial  Statements  - Note A" to the  consolidated  financial
statements  for  a  description   of  the   Partnership's   capitalization   and
depreciation policies.

Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the loans
encumbering the Partnership's properties.

<TABLE>
<CAPTION>

                         Principal                                        Principal
                         Balance At     Stated                             Balance
                        December 31,   Interest    Period    Maturity      Due At
      Property              2002         Rate     Amortized    Date     Maturity (1)
                       (in thousands)                                  (in thousands)
Overlook Point
<S>                       <C>            <C>      <C>         <C>          <C>
  Apartments              $ 8,499        6.33%    30 years    09/2005      $ 8,127
Oak Run Apartments          9,980        7.36%    30 years    10/2004        9,728

                          $18,479                                          $17,855
</TABLE>

(1)   See "Item 7. Financial  Statements - Note B" for information  with respect
      to the Registrant's  ability to prepay these loans and other more specific
      details as to the terms of the loans.

Schedule of Rental Rates and Occupancy

Average annual rental rate and occupancy for 2002 and 2001 for each property:

                                        Average Annual           Average Annual
                                         Rental Rates               Occupancy
                                          (per unit)
 Property                             2002         2001         2002        2001
 Overlook Point Apartments           $7,778       $7,633         89%         95%
 Oak Run Apartments                   7,026        7,594         87%         87%

Occupancy at Overlook Point Apartments has decreased due to a softening  market.
The market had been  temporarily  strong due to the Winter Olympics held in Salt
Lake City in early 2002. Many that had temporarily moved to that area before and
during the Olympics have now moved and the local economy is not strong enough to
readily fill the vacancies.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  All of the  properties of the  Partnership  are subject to
competition  from other  apartment  complexes in the area. The Managing  General
Partner  believes  that  all of  the  properties  are  adequately  insured.  The
multi-family  residential  properties'  lease terms are for one year or less. No
individual  tenant leases 10% or more of the available  rental space. All of the
properties are in good physical  condition,  subject to normal  depreciation and
deterioration as is typical for assets of this type and age.

Real Estate Taxes and Rates

Real estate taxes and rates in 2002 for each property were:

                                      2002            2002
                                    Billing           Rate
                                 (in thousands)

Overlook Point Apartments             $108            0.76%
Oak Run Apartments                     342            2.80%

Capital Improvements

Overlook Point Apartments:  The Partnership completed  approximately $106,000 in
capital expenditures at Overlook Point Apartments during the year ended December
31, 2002,  consisting  primarily of floor covering,  parking area  improvements,
major landscaping and swimming pool enhancements. These improvements were funded
from operating cash flow.  The  Partnership is currently  evaluating the capital
improvement needs of the property for the upcoming year and currently expects to
budget  approximately  $160,000.  Additional  improvements may be considered and
will depend on the physical  condition  of the  property as well as  anticipated
cash flow generated by the property.

Oak Run Apartments:  The Partnership completed approximately $174,000 in capital
expenditures  at Oak Run  Apartments  during the year ended  December  31, 2002,
consisting  primarily  of floor  covering,  parking lot  resurfacing,  appliance
replacements,  and clubhouse  renovations.  These  improvements were funded from
operating  cash flow and  replacement  reserves.  The  Partnership  is currently
evaluating the capital  improvement  needs of the property for the upcoming year
and currently expects to budget approximately $91,000.  Additional  improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

The additional  capital  expenditures will be incurred only if cash is available
from  operations  and  Partnership  reserves.  To the extent that such  budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.

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.  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
could have an opportunity to discuss settlement.  On October 30, 2002, the court
entered an order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

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

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.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

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

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 year ended  December 31, 2002,  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  Common Equity and Related Security Holder
        Matters

The  Partnership,  a  publicly-held  limited  partnership,  sold 75,000  Limited
Partnership  Units  aggregating  $75,000,000.  The  Partnership has 75,000 units
outstanding  held by 3,352  Limited  Partners  of record at December  31,  2002.
Affiliates  of the Managing  General  Partner  owned  41,671.50 or 55.56% of the
limited  partnership  units at December 31, 2002. No public  trading  market has
developed  for the  Units,  and it is not  anticipated  that such a market  will
develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2002 and 2001 from prior cumulative  undistributed sale
and refinancing proceeds:


                              Aggregate Per Limited
                         (in thousands) Partnership Unit
  1/1/01 - 12/31/01         $  754               $ 9.95
  1/1/02 - 12/31/02            224               $ 2.96


Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings  and/or  property  sales.  The  Partnership's  cash  available  for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Partnership  will generate  sufficient  funds from  operations,  after  required
capital  expenditures,  to  permit  distributions  to its  partners  in  2003 or
subsequent   periods.   See  "Item  2.   Description  of  Properties  -  Capital
Improvements" for information  relating to anticipated  capital  expenditures at
the properties.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 41,671.50 limited partnership units
(the "Units") in the Partnership  representing  55.56% of the total  outstanding
Units at December 31, 2002.  A number of these Units were  acquired  pursuant to
tender offers made by AIMCO or its affiliates.  It is possible that AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result of its ownership of 55.56% of the total outstanding  Units, AIMCO is in a
position to  influence  all voting  decisions  with  respect to the  Registrant.
Insignia  Properties  L.P.  ("IPLP"),  an  affiliate  of AIMCO and the  Managing
General  Partner  indirectly,  had  agreed  for  the  benefit  of  non-tendering
unitholders,  that it would vote the 21,513 Units  acquired in January 1996: (i)
against any increase in compensation  payable to the Managing General Partner or
to affiliates;  and (ii) on all other matters submitted by it or its affiliates,
in proportion  to the votes cast by  non-tendering  unitholders.  Except for the
foregoing,  no other limitations are imposed on IPLP's,  AIMCO's or any of their
affiliates  right to vote each Unit  acquired.  Although  the  Managing  General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Managing  General  Partner to AIMCO, as its
sole stockholder.
Item 6.     Management's Discussion and Analysis or Plan of Operation

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

Results of Operations

The   Registrant's  net  income  for  the  year  ended  December  31,  2002  was
approximately  $37,000  compared to  approximately  $215,000  for the year ended
December  31,  2001.  The  decrease in net income was due to a decrease in total
revenues  slightly  offset  by a  decrease  in total  expenses.  Total  expenses
decreased  due to  decreases  in general and  administrative  and  property  tax
expenses  partially offset by increases in operating and depreciation  expenses.
General and administrative expenses decreased due to decreases in reimbursements
to the  general  partner  and  administrative  expenses.  Property  tax  expense
decreased as a result of an overstatement  of the expense  recognized at Oak Run
Apartments in 2001, which was based on estimates of the 2001 tax liability.

Operating  expenses  increased  for the  year  ended  December  31,  2002 due to
increases in property, administrative and insurance expenses partially offset by
a  decrease  in  maintenance  expense.  Property  expenses  increased  due to an
increase in corporate  unit expense at Overlook  Point.  Administrative  expense
increased   as  a  result  of  an   increase  in  legal   expenses   related  to
tenant/employee  issues  occurring  in the normal  course of business at Oak Run
Apartments.  Insurance  expense  increased  as a result of an increase in hazard
insurance  premiums at both  properties.  Maintenance  expense  decreased due to
decreases  in snow  removal at  Overlook  Point and  contract  painting  at both
properties and an increase in the  capitalization of certain direct and indirect
project costs, principally payroll related costs, at the properties (see Item 7.
Financial  Statements,   Note  A  -  Organization  and  Significant   Accounting
Policies),  partially  offset by an  increase  in  contract  cleaning at Oak Run
apartments.  Depreciation  expense  increased due to property  improvements  and
replacements placed into service during the past twelve months.

Total revenues  decreased for the year ended December 31, 2002 due to a decrease
in rental income partially  offset by an increase in other income.  The decrease
in rental  income  is  attributable  to a  decrease  in  occupancy  at  Overlook
Apartments  and a decrease in average  rental rates at Oak Run  Apartments.  The
increase  in  other  income  was   primarily   due  to  an  increase  in  tenant
reimbursements  at both properties and increases in lease  cancellation fees and
corporate unit income at Overlook Point.

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

Capital Resources and Liquidity

At  December  31,  2002,  the  Registrant  had  cash  and  cash  equivalents  of
approximately  $716,000 compared to approximately $613,000 at December 31, 2001,
an increase of  approximately  $103,000.  The  increase is due to  approximately
$935,000  of  cash  provided  by  operating   activities   partially  offset  by
approximately  $510,000  and $322,000 of cash used in  financing  and  investing
activities,  respectively.  Cash  used  in  financing  activities  consisted  of
distributions  to  partners  and  principal   payments  made  on  the  mortgages
encumbering  the  Registrant's  properties.  Cash used in  investing  activities
consisted  of  property  improvements  and  replacements  and  net  deposits  to
restricted escrows maintained by the mortgage lender. The Registrant invests its
working capital reserves in interest-bearing accounts.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership. At the present time, the Partnership has no outstanding amounts due
under this line of credit.  Based on present plans, the Managing General Partner
does not anticipate  the need to borrow in the near future.  Other than cash and
cash equivalents,  the line of credit is the Partnership's only unused source of
liquidity.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating  needs of the Registrant and to comply with Federal,
state, and local legal and regulatory requirements. The Managing General Partner
monitors  developments  in the area of legal and  regulatory  compliance  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including  increased  legal  and audit  fees.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming year and currently expects to budget approximately $251,000. Additional
improvements may be considered and will depend on the physical  condition of the
properties as well as replacement  reserves and anticipated  cash flow generated
by the properties.

The  Registrant's  assets are thought to be sufficient  for any near-term  needs
(exclusive of capital improvements) of the Registrant. The mortgage indebtedness
of  approximately  $18,479,000  is  amortized  over  thirty  years with  balloon
payments of  approximately  $9,728,000  and  $8,127,000  due in October 2004 and
September  2005,  respectively.  The  Managing  General  Partner will attempt to
refinance such  indebtedness  and/or sell the properties  prior to such maturity
dates. If the properties  cannot be refinanced or sold for a sufficient  amount,
the Partnership may risk losing such properties through foreclosure.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2002 and 2001 from prior cumulative  undistributed sale
and refinancing proceeds:


                              Aggregate Per Limited
                         (in thousands) Partnership Unit
  1/1/01 - 12/31/01         $  754               $ 9.95
  1/1/02 - 12/31/02            224               $ 2.96


Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings  and/or  property  sales.  The  Partnership's  cash  available  for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Partnership  will generate  sufficient  funds from  operations,  after  required
capital  expenditures,  to  permit  distributions  to its  partners  in  2003 or
subsequent periods.


Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 41,671.50 limited partnership units
(the "Units") in the Partnership  representing  55.56% of the total  outstanding
Units at December 31, 2002.  A number of these Units were  acquired  pursuant to
tender offers made by AIMCO or its affiliates.  It is possible that AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result of its ownership of 55.56% of the total outstanding  Units, AIMCO is in a
position to  influence  all voting  decisions  with  respect to the  Registrant.
Insignia  Properties  L.P.  ("IPLP"),  an  affiliate  of AIMCO and the  Managing
General  Partner  indirectly,  had  agreed  for  the  benefit  of  non-tendering
unitholders,  that it would vote the 21,513 Units  acquired in January 1996: (i)
against any increase in compensation  payable to the Managing General Partner or
to affiliates;  and (ii) on all other matters submitted by it or its affiliates,
in proportion  to the votes cast by  non-tendering  unitholders.  Except for the
foregoing,  no other limitations are imposed on IPLP's,  AIMCO's or any of their
affiliates  right to vote each Unit  acquired.  Although  the  Managing  General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Managing  General  Partner to AIMCO, as its
sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Significant Accounting Policies" which is included in
the consolidated  financial  statements in "Item 7. Financial  Statements".  The
Managing  General  Partner  believes that the  consistent  application  of these
policies enables the Partnership to provide readers of the financial  statements
with useful and reliable  information about the Partnership's  operating results
and financial condition. The preparation of consolidated financial statements in
conformity with accounting  principles  generally  accepted in the United States
requires the Partnership to make estimates and assumptions.  These estimates and
assumptions affect the reported amounts of assets and liabilities at the date of
the financial  statements  as well as reported  amounts of revenues and expenses
during the reporting  period.  Actual results could differ from these estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting policies in many areas. The Partnership  believes that
of its  significant  accounting  policies,  the  following  may involve a higher
degree of judgment and complexity.

Impairment of Long-Lived Assets

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

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

Revenue Recognition

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




Item 7.     Financial Statements

CENTURY PROPERTIES FUND XVIII

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young, LLP Independent Auditors

      Consolidated Balance Sheet - December 31, 2002

      Consolidated Statements of Operations - Years ended December 31, 2002 and
          2001

      Consolidated  Statements of Changes in Partners' (Deficit) Capital - Years
      ended December 31, 2002 and 2001

      Consolidated  Statements  of Cash Flows - Years  ended  December  31, 2002
          and 2001

      Notes to Consolidated Financial Statements

                 Report of Ernst & Young LLP, Independent Auditors



The Partners
Century Properties Fund XVIII


We  have  audited  the  accompanying   consolidated  balance  sheet  of  Century
Properties  Fund XVIII as of December  31,  2002,  and the related  consolidated
statements of operations, changes in partners' (deficit) capital, and cash flows
for each of the two years in the period ended December 31, 2002. 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 financial position of Century Properties
Fund XVIII at December 31, 2002, and the consolidated  results of its operations
and its cash flows for each of the two years in the period  ended  December  31,
2002, in conformity with accounting  principles generally accepted in the United
States.


                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
February 14, 2003

                          CENTURY PROPERTIES FUND XVIII
                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   716
   Receivables and deposits                                                       60
   Restricted escrows                                                            119
   Other assets                                                                  171
   Investment properties (Notes B and E):
      Land                                                    $  7,296
      Buildings and related personal property                   21,650
                                                                28,946
      Less accumulated depreciation                            (13,745)       15,201
                                                                            $ 16,267

Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                         $     46
   Other liabilities                                                             154
   Accrued property taxes                                                        342
   Tenant security deposit liabilities                                            56
   Mortgage notes payable (Note B)                                            18,479

Partners' (Deficit) Capital
   General partner                                            $ (6,240)
   Limited partners (75,000 units
      issued and outstanding)                                    3,430        (2,810)
                                                                            $ 16,267

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

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


<TABLE>
<CAPTION>

                                                           Years Ended December 31,
                                                              2002         2001
Revenues:
<S>                                                          <C>          <C>
   Rental income                                             $ 4,392      $ 4,754
   Other income                                                  519          368
      Total revenues                                           4,911        5,122

Expenses:
   Operating                                                   1,919        1,887
   General and administrative                                    290          342
   Depreciation                                                  875          854
   Interest                                                    1,342        1,339
   Property tax                                                  448          485
      Total expenses                                           4,874        4,907

Net income                                                    $   37        $ 215

Net income allocated to general partner                       $    3         $ 21
Net income allocated to limited partners                          34          194

                                                              $   37        $ 215

Net income per limited partnership unit                       $ .45        $ 2.59

Distributions per limited partnership unit                   $ 2.96       $ 9.95


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                          CENTURY PROPERTIES FUND XVIII
         CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                        (in thousands, except unit data)


<TABLE>
<CAPTION>

                                         Limited
                                       Partnership     General    Limited
                                          Units        Partner    Partners    Total

<S>                                       <C>           <C>       <C>        <C>
Original capital contributions            75,000        $ --      $75,000    $75,000

Partners' (deficit) capital at
   December 31, 2000                      75,000       $(6,254)   $ 4,170    $(2,084)

Distributions to partners                     --            (8)      (746)      (754)

Net income for the year ended
   December 31, 2001                          --            21        194        215

Partners' (deficit) capital at
   December 31, 2001                      75,000        (6,241)     3,618     (2,623)

Distributions to partners                     --            (2)      (222)      (224)

Net income for the year ended
   December 31, 2002                          --             3         34         37

Partners' (deficit) capital at
   December 31, 2002                      75,000       $(6,240)   $ 3,430    $(2,810)


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                          CENTURY PROPERTIES FUND XVIII
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                                  2002        2001
Cash flows from operating activities:
<S>                                                               <C>         <C>
  Net income                                                      $ 37        $ 215
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation                                                   875          854
     Amortization of loan costs                                      60           39
     Change in accounts:
      Receivables and deposits                                      (14)          11
      Other assets                                                   (7)           7
      Accounts payable                                              (39)          20
      Other liabilities                                              45          (79)
      Accrued property taxes                                        (24)          (1)
      Tenant security deposit liabilities                             2          (22)
        Net cash provided by operating activities                   935        1,044

Cash flows from investing activities:
  Property improvements and replacements                           (280)        (254)
  Net deposits to restricted escrows                                (42)         (46)
        Net cash used in investing activities                      (322)        (300)

Cash flows from financing activities:
  Payments on mortgage notes payable                               (286)        (247)
  Distributions to partners                                        (224)        (754)
        Net cash used in financing activities                      (510)      (1,001)

Net increase (decrease) in cash and cash equivalents                103         (257)
Cash and cash equivalents at beginning of year                      613          870

Cash and cash equivalents at end of year                         $ 716        $ 613

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 1,328      $ 1,364

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                          CENTURY PROPERTIES FUND XVIII
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note A - Organization and Significant Accounting Policies

Organization:  Century Properties Fund XVIII (the "Partnership" or "Registrant")
is a  California  limited  partnership  organized  in July 1982 to  acquire  and
operate residential  apartment complexes.  The Partnership's  general partner is
Fox Partners.  The general  partners of Fox Partners are Fox Capital  Management
Corporation  (the "Managing  General  Partner" or "FCMC"),  Fox Realty Investors
("FRI"),  and Fox  Partners  82. The Managing  General  Partner,  as well as the
managing  general  partner of FRI, are  affiliates of Apartment  Investment  and
Management Company ("AIMCO").  As of December 31, 2002, the Partnership operates
two residential  apartment  complexes located in Texas and Utah. The Partnership
Agreement  provides that the  Partnership  is to terminate on December 31, 2020,
unless  terminated prior to such date. The director and officers of the Managing
General Partner also serve as executive officers of AIMCO.

Principles of Consolidation:  The Partnership's financial statements include the
accounts of the Partnership and its  wholly-owned  partnership,  Oak Run LP, the
entity  which  holds  title  to  Oak  Run   Apartments.   All   interpartnership
transactions and balances have been eliminated in consolidation.

Allocations to Partners:  Net income, losses and cash available for distribution
(excluding  those arising from the occurrence of sales or  dispositions)  of the
Partnership  will be  allocated  (i) 9% to the  General  Partner  and  (ii)  the
remainder allocated 1% to the General Partner and 99% to the Limited Partners on
an annual basis.

In accordance  with the Partnership  Agreement,  any gain from the sale or other
disposition  of  Partnership  properties  shall be  allocated;  (i) first to the
General  Partner to the extent it is entitled to receive  distributions  of cash
pursuant to the above and from the sale or disposition of properties  (ii) next,
until such time as the  General  Partner  does not have a deficit in its capital
account,  10%  to the  General  Partner  and  90%  to  the  Limited  Partnership
Unitholders, and (iii) to the Limited Partnership Unitholders.

Cash from  sales or other  dispositions,  or  refinancing  and  working  capital
reserves are  distributed 99% to the Limited  Partnership  Unitholders and 1% to
the General Partner,  until: (i) each Limited Partnership Unitholder receives an
amount which equals the total of their original invested capital contributed for
his Limited Partnership Units and (ii) a sum equal to 8% per year, as determined
on a cumulative,  non-compounded  basis, on the Adjusted  Invested  Capital,  as
adjusted from time to time, of such Limited Partnership  Unitholder,  calculated
from the first day of the month in which he was  admitted as a Limited  Partner.
Thereafter,  the General  Partner will receive 15% of any  additional  cash from
sales or refinancing and working capital reserve available for distribution and,
finally,  the remainder of such being  allocated 99% to the Limited  Partnership
Unitholders  and 1% to the  General  Partner.  Upon sale of all  properties  and
termination  of  the  Partnership,  the  General  Partner  may  be  required  to
contribute  certain funds to the  Partnership in accordance with the Partnership
Agreement.

At December 31, 2002  approximately  $1,358,000 of cumulative  net proceeds from
sales and refinancings remained undistributed.  Therefore,  future distributions
will be  distributed  in  accordance  with  the  previous  paragraph  until  the
cumulative net proceeds from sales and refinancings are fully distributed.

Depreciation:  Depreciation is calculated by the  straight-line  method over the
estimated  lives of the rental  properties and related  personal  property.  For
Federal income tax purposes,  the  accelerated  cost recovery  method is used 18
years for  additions  after March 15, 1984 and before May 9, 1985,  and 19 years
for additions  after May 8, 1985, and before January 1, 1987. As a result of the
Tax Reform Act of 1986,  for  additions  after  December 31, 1986,  the modified
accelerated  cost recovery method is used for  depreciation of (1) real property
over 27 1/2 years and (2) personal property additions over 5 years.

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in
banks.  At certain times,  the amount of cash deposited at a bank may exceed the
limit on insured  deposits.  Cash balances  included  approximately  $690,000 at
December 31, 2002 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

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.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less.  The  Partnership  recognizes  income as earned on its leases and fully
reserves all balances  outstanding  over thirty days. In addition,  the Managing
General Partner's policy is to offer rental concessions during particularly slow
months or in response to heavy  competition from other similar  complexes in the
area. Concessions are charged against rental income as incurred.

Loan Costs: Loan costs of approximately $415,000 are included in other assets in
the  accompanying  consolidated  balance  sheet and are being  amortized  on the
straight-line  method  over  the  life  of the  loans.  At  December  31,  2002,
accumulated  amortization is approximately $283,000.  Amortization of loan costs
is included in interest expense in the accompanying  consolidated  statements of
operations.  Amortization  expense is expected to be $60,000 in 2003, $54,000 in
2004, and $18,000 in 2005.

Investment Properties:  Investment properties consist of two apartment complexes
and are  stated  at cost.  Acquisition  fees are  capitalized  as a cost of real
estate. Expenditures in excess of $250 that maintain an existing asset which has
a useful  life of more  than one year are  capitalized  as  capital  replacement
expenditures  and  depreciated  over the  estimated  useful  life of the  asset.
Expenditures for ordinary repairs,  maintenance and apartment turnover costs are
expensed as incurred.  In  accordance  with  Statement  of Financial  Accounting
Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets," the  Partnership  records  impairment  losses on long-lived
assets used in operations when events and circumstances indicate that the assets
might be impaired and the  undiscounted  cash flows estimated to be generated by
those assets are less than the carrying amounts of these assets.  No adjustments
for  impairment of value were  recorded in the years ended  December 31, 2002 or
2001.

During 2001, AIMCO, an affiliate of the Managing General Partner, commissioned a
project to study process improvement ideas to reduce operating costs. The result
of  the  study  led to a  re-engineering  of  business  processes  and  eventual
redeployment of personnel and related capital  spending.  The  implementation of
these plans  during  2002,  accounted  for as a change in  accounting  estimate,
resulted in a refinement of the Partnership's  process for capitalizing  certain
direct and  indirect  project  costs  (principally  payroll  related  costs) and
increased capitalization of such costs by approximately $40,000 in 2002 compared
to 2001.

Income  Taxes:  Taxable  income or loss of the  Partnership  is  reported in the
income tax returns of its partners.  Accordingly,  no provision for income taxes
is made in the consolidated financial statements of the Partnership.

Fair Value of Financial Instruments: 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  amounts of its  financial  instruments  (except for long term
debt)  approximate  their fair  values due to the short term  maturity  of these
instruments.  The  fair  value  of  the  Partnership's  long  term  debt,  after
discounting the scheduled loan payments to maturity,  approximates  its carrying
balance.

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.

Advertising  Costs:  The  Partnership  expenses  the  costs  of  advertising  as
incurred. Advertising costs of approximately $103,000 and $107,000 for the years
ended  December  31,  2002 and 2001,  respectively,  were  charged to  operating
expense.

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"   established   standards  for  the  way  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.

Recent  Accounting  Pronouncements:  In August 2001,  the  Financial  Accounting
Standards Board issued SFAS No. 144,  "Accounting for the Impairment or Disposal
of Long-Lived  Assets".  SFAS No. 144 provides accounting guidance for financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
SFAS No.  144  supersedes  SFAS  No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of". SFAS No. 144 is
effective for fiscal years beginning after December 15, 2001.  Effective January
1, 2002, the Partnership  adopted SFAS 144. The adoption of which did not have a
material  effect on the  financial  position  or  results of  operations  of the
Partnership.

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
"Rescission of FASB  Statements  No. 4, 44 and 64". SFAS No. 4 "Reporting  Gains
and Losses from Extinguishment of Debt," required that all gains and losses from
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, and accordingly, gains and
losses from extinguishment of debt should only be classified as extraordinary if
they are unusual in nature and occur  infrequently,  neither of which applies to
the Partnership.  SFAS 145 is effective for fiscal years beginning after May 15,
2002 with early adoption an option.  Effective  April 1, 2002,  the  Partnership
adopted SFAS 145.  The  adoption of which did not have a material  effect on the
financial position or results of operations of the Partnership.

Note B - Mortgage Notes Payable

The terms of mortgage notes payable are as follows:

<TABLE>
<CAPTION>


                        Principal     Monthly                            Principal
                        Balance At    Payment    Stated                   Balance
                       December 31,  Including  Interest   Maturity        Due At
        Property           2002       Interest    Rate       Date         Maturity
                           (in thousands)                              (in thousands)
Overlook Point
<S>                      <C>           <C>        <C>       <C>           <C>
  Apartments             $ 8,499       $   56     6.33%     09/2005       $ 8,127
Oak Run Apartments         9,980           73     7.36%     10/2004         9,728

                         $18,479       $ 129                              $17,855
</TABLE>


All mortgage agreements include non-recourse provisions which limit the lenders'
remedies in the event of default to the specific property  collateralizing  each
loan.  The notes  require  prepayment  penalties  if prepaid  prior to maturity.
Further, the properties may not be sold subject to existing indebtedness.

Scheduled  principal  payments  on the  mortgage  notes  payable  subsequent  to
December 31, 2002 are as follows (in thousands):

                            2003                $ 260
                            2004                 9,990
                            2005                 8,229
                                               $18,479


Note C - Income Taxes

Differences between the net income as reported and Federal taxable income result
primarily from  depreciation  over different  methods and lives and on differing
cost basis. The following is a reconciliation of reported net income and Federal
taxable income:

                                                     2002          2001
Net income as reported                               $ 37          $ 215
Add (deduct):
  Depreciation differences                             418            383
  Other                                                 21             22
Federal taxable income                              $ 476          $ 620
Federal taxable income per limited
  partnership unit                                  $ 5.72        $ 7.45

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

                                                 2002
Net liabilities as reported                    $(2,810)
Land and buildings                               1,195
Accumulated depreciation                        (8,287)
Syndication and distribution costs               9,592
Other                                              179
Net liabilities - Federal tax basis             $ (131)

Note D - 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 (i) payments to
affiliates for services and (ii)  reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership.

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts  from  both  of the  Registrant's  properties  for  providing  property
management  services.  The  Registrant  paid  to such  affiliates  approximately
$245,000  and  $262,000  for  the  years  ended  December  31,  2002  and  2001,
respectively, which is included in operating expense.

As  compensation  for the  services  rendered in managing the  Partnership,  the
Managing  General  Partner is entitled to receive a Partnership  Management  Fee
equal to 9% of  distributions  from  operations  as defined  in the  Partnership
Agreement.  During the years ended  December 31, 2002 and 2001,  no amounts were
paid to the  Managing  General  Partner  as all  distributions  were  made  from
cumulative undistributed sales and refinancing proceeds.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $172,000 and
$201,000 for the years ended December 31, 2002 and 2001, respectively,  which is
included in general and administrative expense.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership. At the present time, the Partnership has no outstanding amounts due
under this line of credit.

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 years ended December
31,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately $79,000 and $49,000, respectively, for insurance coverage and fees
associated with policy claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 41,671.50 limited partnership units
(the "Units") in the Partnership  representing  55.56% of the total  outstanding
Units at December 31, 2002.  A number of these Units were  acquired  pursuant to
tender offers made by AIMCO or its affiliates.  It is possible that AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result of its ownership of 55.56% of the total outstanding  Units, AIMCO is in a
position to  influence  all voting  decisions  with  respect to the  Registrant.
Insignia  Properties  L.P.  ("IPLP"),  an  affiliate  of AIMCO and the  Managing
General  Partner  indirectly,  had  agreed  for  the  benefit  of  non-tendering
unitholders,  that it would vote the 21,513 Units  acquired in January 1996: (i)
against any increase in compensation  payable to the Managing General Partner or
to affiliates;  and (ii) on all other matters submitted by it or its affiliates,
in proportion  to the votes cast by  non-tendering  unitholders.  Except for the
foregoing,  no other limitations are imposed on IPLP's,  AIMCO's or any of their
affiliates  right to vote each Unit  acquired.  Although  the  Managing  General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Managing  General  Partner to AIMCO, as its
sole stockholder.

Note E - Investment Properties and Accumulated Depreciation

                                                   Initial Cost
                                                  To Partnership
                                                  (in thousands)
<TABLE>
<CAPTION>
                                                          Buildings          Costs
                                                         and Related      Capitalized
                                                          Personal       Subsequent to
     Description           Encumbrances       Land        Property        Acquisition
                          (in thousands)                                (in thousands)

Overlook Point
<S>                          <C>             <C>           <C>              <C>
  Apartments                 $ 8,499         $ 1,082       $ 8,225          $ 1,863
Oak Run Apartments             9,980           6,218         8,713            2,845

Total                        $18,479         $ 7,300       $16,938          $ 4,708
</TABLE>


                        Gross Amount At Which Carried
                             At December 31, 2002
                                (in thousands)
<TABLE>
<CAPTION>

                                  Buildings
                                 And Related
                                   Personal            Accumulated    Date    Depreciable
      Description         Land     Property    Total   Depreciation Acquired      Life
                               (in thousands)

<S>                      <C>        <C>       <C>        <C>         <C>        <C>
Overlook Point           $ 1,078    $10,092   $11,170    $ 6,218     07/83      5-30 yrs
Apartments
Oak Run Apartments         6,218     11,558    17,776      7,527     11/83      5-30 yrs

Total                    $ 7,296    $21,650   $28,946    $13,745
</TABLE>

Reconciliation of "Investment Properties and Accumulated Depreciation":

                                                Years Ended December 31,
                                                  2002            2001
Investment Properties                                (in thousands)
Balance at beginning of year                    $28,666          $28,412
    Property improvements                           280              254
Balance at end of year                          $28,946          $28,666

Accumulated Depreciation
Balance at beginning of year                    $12,870          $12,016
    Additions charged to expense                    875              854
Balance at end of year                          $13,745          $12,870

The aggregate cost of the investment  properties for Federal income tax purposes
at December 31, 2002 and 2001, is  approximately  $30,140,000  and  $29,860,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2002 and 2001, is  approximately  $22,032,000  and  $21,575,000,
respectively.

Note F - Legal Proceedings

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

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

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

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

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.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

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

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  Accountant  on  Accounting  and
            Financial Disclosures

            None.


                                    PART III

Item 9.     Directors, Executive Officers, Promoters and  Control   Persons;
            Compliance with Section 16(a) of the Exchange Act

Neither the  Registrant,  nor Fox Partners  ("Fox"),  the general partner of the
Registrant,  has any officers or directors.  Fox Capital Management  Corporation
(the "Managing General Partner" or "FCMC"), 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  and  offices  held by,  the
executive  officers and directors of the Managing  General Partner are set forth
below.  There are no family  relationships  between  or among  any  officers  or
directors.

Name                        Age    Position

Patrick J. Foye              45    Executive Vice President and Director

Paul J. McAuliffe            46    Executive Vice President and Chief
                                     Financial Officer

Thomas C. Novosel            44    Senior Vice President and Chief Accounting
                                     Officer


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,  where he is  responsible  for  continuous
improvement,  acquisitions of partnership securities,  consolidation of minority
interests,  and corporate and other  acquisitions.  Prior to joining AIMCO,  Mr.
Foye was a Merger and  Acquisitions  Partner in the law firm of  Skadden,  Arps,
Slate, Meagher & Flom LLP from 1989 to 1998.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the Managing General Partner since April 1, 2002. Mr. McAuliffe has served as
Executive  Vice  President  of AIMCO  since  February  1999 and Chief  Financial
Officer of AIMCO since  October 1999.  From May 1996 until he joined AIMCO,  Mr.
McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas C. Novosel has been Senior Vice President and Chief Accounting Officer of
the Managing  General  Partner  since April 1, 2002.  Mr.  Novosel has served as
Senior Vice  President and Chief  Accounting  Officer of AIMCO since April 2000.
From October 1993 until he joined  AIMCO,  Mr.  Novosel was a partner at Ernst &
Young LLP, where he served as the director of real estate advisory  services for
the  southern  Ohio  Valley  area  offices  but did not work on any  assignments
related to AIMCO or the Partnership.

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,  2002 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 2003. Fees for
2002 were  audit  services  of  approximately  $34,000  and  non-audit  services
(principally tax-related) of approximately $16,000.

Item 10.    Executive Compensation

No direct form of compensation  or  remuneration  was paid by the Partnership to
any officer or director of Fox Partners.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial owner of more than 5% of the Registrant's  limited  partnership units
as of December 31, 2002.

               Name of                                         Percentage
          Beneficial Owner                Number of Units       of Class

Insignia Properties, L.P.
  (an affiliate of AIMCO)                    21,717.0            28.96%
Madison River Properties, LLC
  (an affiliate of AIMCO)                     5,259.5             7.01%
AIMCO Properties, L.P.
  (an affiliate of AIMCO)                    14,595.0            19.46%
Fox Capital Management Company
  (an affiliate of AIMCO)                       100.0             0.13%

Madison  River  Properties,   LLC,  Insignia  Properties,  LP  and  Fox  Capital
Management  Company are  indirectly  ultimately  owned by AIMCO.  Their business
address is 55 Beattie Place, Greenville, SC 29602.

AIMCO  Properties,  L.P.  is  indirectly  ultimately  controlled  by AIMCO.  Its
business  address is Stanford Place 3, 4582 S. Ulster St.  Parkway,  Suite 1100,
Denver, Colorado 80237.

No director or officer of the Managing General Partner owns any Units.

Item 12.    Certain Relationships and Related Transactions

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 (i) payments to
affiliates for services and (ii)  reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership.

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts  from  both  of the  Registrant's  properties  for  providing  property
management  services.  The  Registrant  paid  to such  affiliates  approximately
$245,000  and  $262,000  for  the  years  ended  December  31,  2002  and  2001,
respectively, which is included in operating expense.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $172,000 and
$201,000 for the years ended December 31, 2002 and 2001, respectively,  which is
included in general and administrative expense.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership. At the present time, the Partnership has no outstanding amounts due
under this line of credit.

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 years ended December
31,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately $79,000 and $49,000, respectively, for insurance coverage and fees
associated with policy claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 41,671.50 limited partnership units
(the "Units") in the Partnership  representing  55.56% of the total  outstanding
Units at December 31, 2002.  A number of these Units were  acquired  pursuant to
tender offers made by AIMCO or its affiliates.  It is possible that AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result of its ownership of 55.56% of the total outstanding  Units, AIMCO is in a
position to  influence  all voting  decisions  with  respect to the  Registrant.
Insignia  Properties  L.P.  ("IPLP"),  an  affiliate  of AIMCO and the  Managing
General  Partner  indirectly,  had  agreed  for  the  benefit  of  non-tendering
unitholders,  that it would vote the 21,513 Units  acquired in January 1996: (i)
against any increase in compensation  payable to the Managing General Partner or
to affiliates;  and (ii) on all other matters submitted by it or its affiliates,
in proportion  to the votes cast by  non-tendering  unitholders.  Except for the
foregoing,  no other limitations are imposed on IPLP's,  AIMCO's or any of their
affiliates  right to vote each Unit  acquired.  Although  the  Managing  General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Managing  General  Partner to AIMCO, as its
sole stockholder.

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            See Exhibit Index

      (b) Reports on Form 8-K filed during the quarter ended December 31, 2002:

            None.

ITEM 14.    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  annual  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.



                                   SIGNATURES



In  accordance  with  section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                    CENTURY PROPERTIES FUND XVIII


                                    By:   Fox Partners
                                          General Partner


                                    By:   Fox Capital Management Corporation
                                          Managing General Partner


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


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


                                    Date: March 26, 2003


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf by the  registrant and in the capacities and on the
date indicated.


/s/Patrick J. Foye            Date:       March 26, 2003
Patrick J. Foye
Executive Vice President
and Director


/s/Thomas C. Novosel          Date:       March 26, 2003
Thomas C. Novosel
Senior Vice President and
Chief Accounting Officer

                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1. I have reviewed this annual report on Form 10-KSB of Century  Properties Fund
XVIII;


2.  Based on my  knowledge,  this  annual  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 annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual 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 annual  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
      annual report (the "Evaluation Date"); and


      c) Presented in this annual 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
annual 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:  March 26, 2003

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

                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1. I have reviewed this annual report on Form 10-KSB of Century  Properties Fund
XVIII;


2.  Based on my  knowledge,  this  annual  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 annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual 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 annual  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
      annual report (the "Evaluation Date"); and


      c) Presented in this annual 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
annual 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:  March 26, 2003

                                /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

                          CENTURY PROPERTIES FUND XVIII

                                  EXHIBIT INDEX


 Exhibit Number   Description of Exhibit

          2.5  Master Indemnity Agreement  Incorporated by reference to Form 8-K
               filed by Insignia  Financial Group,  Inc. with the Securities and
               Exchange Commission on September 1, 1995. (Page 2)

          3.4  Agreement  of Limited  Partnership  Incorporated  by reference to
               Exhibit A to the Prospectus of the  Registrant  dated November 5,
               1982,  as  revised  December  30,  1982,  and after  supplemented
               contained in the  Registrant's  Agreement  on For S-11 (Reg.  No.
               2-78495). (Page 1)

          10.1 Promissory Note between Oak Run, L.L.C., a South Carolina limited
               liability company, and Lehman Brothers Holdings Inc. d/b/a Lehman
               Capital,  a division of Lehman Brothers Holdings Inc., a Delaware
               corporation,  dated September 1997.  Filed with December 31, 1997
               Form 10-KSB.

          10.2 Deed of Trust and Security  Agreement  between Oak Run, L.L.C., a
               South Carolina limited liability company,  David M. Parnell,  and
               Lehman Brothers Holdings Inc. d/b/a Lehman Capital, a division of
               Lehman  Brothers  Holdings  Inc., a Delaware  corporation,  dated
               September 1997. Filed with December 31, 1997 Form 10-KSB.

          10.3 Multi-Family Note between Century  Properties Fund XVIII, L.P., a
               California  limited  partnership,  and Newport Mortgage  Company,
               L.P., a Texas limited  partnership,  dated August 24, 1998. Filed
               with December 31, 1998 Form 10-KSB.

          99   Certification  of Chief  Executive  Officer  and Chief  Financial
               Officer. Filed with December 31, 2002 Form 10-KSB.


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 Annual Report on Form 10-KSB of Century  Properties Fund
XVIII (the  "Partnership"),  for the year ended  December 31, 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:  March 26, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  March 26, 2003


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.