March 29, 2000



United States
Securities and Exchange Commission
Washington, D.C.  20549


RE:   Century Properties Growth Fund XIX
      Form 10-KSB
      File No. 0-11935


To Whom it May Concern:

The  accompanying  Form 10-KSB for the year ended  December 31, 1999 describes a
change in the method of  accounting to  capitalize  exterior  painting and major
landscaping,   which  would  have  been  expensed  under  the  old  policy.  The
Partnership believes that this accounting principle change is preferable because
it  provides a better  matching  of  expenses  with the  related  benefit of the
expenditures and it is consistent with industry practice and the policies of the
Managing General Partner.

Please do not hesitate to contact the undersigned with any questions or comments
that you might have.

Very truly yours,



Stephen Waters
Real Estate Controller


<PAGE>


                FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER

                               SECTION 13 OR 15(d)

                                   Form 10-KSB

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

                       For the fiscal year ended December 31, 1999

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

                   For the transition period from _________to _________

                         Commission file number 0-11935

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

         California                                              94-2887133
(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 Interests

                                (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. [ ]

State issuer's revenues for its most recent fiscal year.  $17,023,000

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, 1999. 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

<PAGE>

                                     PART I

Item 1.     Description of Business

Century Properties Fund XIX (the "Partnership" or "Registrant") was organized in
August  1982,  as a California  limited  partnership  under the Uniform  Limited
Partnership  Act of  the  California  Corporations  Code.  Fox  Partners  II,  a
California general partnership,  is the general partner of the Partnership.  The
general  partners  of Fox  Partners II are Fox  Capital  Management  Corporation
("FCMC" or the "Managing General Partner"), a California corporation, Fox Realty
Investors  ("FRI"),  a California  general  partnership,  and Fox Partners 83, a
California general partnership.  The Managing General Partner is a subsidiary of
Apartment Investment and Management Company ("AIMCO") (see "Transfer of Control"
below). The Partnership  Agreement provides that the Partnership is to terminate
on December 31, 2007, unless terminated prior to such date.

The Partnership's  Registration Statement,  filed pursuant to the Securities Act
of 1933 (No.  2-79007),  was declared  effective by the  Securities and Exchange
Commission  on  September  20, 1983.  The  Partnership  marketed its  securities
pursuant to its Prospectus  dated September 20, 1983,  which was amended on June
13, 1984,  and  thereafter  supplemented  (hereinafter  the  "Prospectus").  The
Prospectus  was filed with the Securities  and Exchange  Commission  pursuant to
Rule 424(b) of the Securities Act of 1933.

The  Registrant  is engaged in the business of operating and holding real estate
properties.  The  Partnership  is a "closed"  limited  partnership  real  estate
syndicate formed to acquire multi-family residential properties.

Beginning in September 1983 through October 1984, the Partnership offered 90,000
Limited  Partnership  Units and sold  89,292  units  having an  initial  cost of
$89,292,000.  The net proceeds of this  offering  were used to acquire  thirteen
income-producing  real  estate  properties.  Since  its  initial  offering,  the
Registrant  has not received,  nor have limited  partners been required to make,
additional capital contributions.  The Partnership's original property portfolio
was  geographically  diversified with properties  acquired in seven states.  The
Partnership's  acquisition activities were completed in June 1985 and since then
the principal  activity of the Partnership has been managing its portfolio.  One
property was sold in each of the years 1988,  1992, 1993, and 1994. In addition,
one property was foreclosed on in 1993. See "Item 2.  Description of Properties"
for a description of the Partnership's remaining eight properties.

The Registrant  has no employees.  Management  and  administrative  services are
provided by the Managing  General Partner and by agents retained by the Managing
General Partner. An affiliate of the Managing General Partner has been providing
such  property  management  services  for the years ended  December 31, 1999 and
1998.

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 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 the apartments is local.

<PAGE>

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.

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.

Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into AIMCO, a publicly traded real estate  investment  trust,  with AIMCO
being the surviving  corporation  (the "Insignia  Merger").  As a result,  AIMCO
acquired 100% ownership  interest in the Managing General Partner.  The Managing
General  Partner does not believe that this  transaction  has had or will have a
material effect on the affairs and operations of the Partnership.

<PAGE>

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>
Wood Lake Apartments                12/83   Fee ownership subject to      Apartment
  Atlanta, Georgia                            first mortgage              220 units

Greenspoint Apartments              02/84   Fee ownership subject to      Apartment
  Phoenix, Arizona                            first mortgage              336 units

Sandspoint Apartments               02/84   Fee ownership subject to      Apartment
  Phoenix, Arizona                            first mortgage              432 units

Vinings Peak Apartments             04/84   Fee ownership subject to      Apartment
  Atlanta, Georgia                            first mortgage              280 units

Plantation Crossing Apartments      06/84   Fee ownership subject to      Apartment
  Atlanta, Georgia                            first mortgage              180 units

Sunrunner Apartments                07/84   Fee ownership subject to      Apartment
  St. Petersburg, Florida                     first mortgage              200 units

McMillan Place Apartments           06/85   Fee ownership, subject to     Apartment
  Dallas, Texas                               first and second mortgages  402 units

Misty Woods Apartments (1)          06/85   Fee ownership subject to      Apartment
  Charlotte, North Carolina                   first mortgage              228 units
</TABLE>

(1) Property is held by a limited  liability  company,  in which the Partnership
    owns 100% of the membership interest.

<PAGE>

Schedule of Properties

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

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

<S>                       <C>          <C>         <C>                   <C>
Wood Lake                 $13,145      $ 6,566     5-30 yrs    S/L       $ 2,719
Greenspoint                14,270        6,279     5-30 yrs    S/L         2,518
Sandspoint                 16,592        7,477     5-30 yrs    S/L         2,905
Vinings Peak               15,111        7,290     5-30 yrs    S/L         3,269
Plantation Crossing         9,493        4,481     5-30 yrs    S/L         2,241
Sunrunner                   7,616        3,869     5-30 yrs    S/L         1,813
McMillan Place             14,381        6,218     5-30 yrs    S/L         4,910
Misty Woods                 8,147        3,835     5-30 yrs    S/L         2,174
                          $98,755      $46,015                           $22,549
</TABLE>

See  "Note A" of the  consolidated  financial  statements  included  in "Item 7.
Financial Statements" for a description of the Partnership's depreciation policy
and "Note J - Change in Accounting Principle".

Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the loans
encumbering the Registrant's properties.
<TABLE>
<CAPTION>

                          Principal                                          Principal
                          Balance At                                          Balance
                         December 31,    Interest    Period    Maturity       Due At
       Property              1999          Rate    Amortized     Date      Maturity (3)
                        (in thousands)                                    (in thousands)
<S>                        <C>            <C>        <C>       <C>   <C>      <C>
Wood Lake                  $ 7,269        7.50%      25 yrs    01/01/03       $ 6,792
Greenspoint                  8,642        8.33%      30 yrs    05/15/05         7,988
Sandspoint                   9,600        8.33%      30 yrs    05/15/05         8,874
Vinings Peak                 8,441        7.50%      25 yrs    01/01/03         7,888
Plantation Crossing          4,925        7.50%      25 yrs    01/01/03         4,602
Sunrunner                    3,250        7.33%       (1)      11/01/03         3,250
McMillan Place (2)
  1st Mortgage              10,219        9.15%       (1)      10/31/02        10,219
  2nd Mortgage               2,165        9.15%       (1)      10/31/02         2,101
Misty Woods                  5,250        7.88%      30 yrs    01/01/06         4,777
                           $59,761                                            $56,491
</TABLE>

(1)  Interest only.

(2)  See discussion of McMillan Place debt modification in "Item 6. Management's
     Discussion and Analysis or Plan of Operations."

(3)  See "Item 7. Financial Statements - Note C" for information with respect to
     the  Registrant's  ability to prepay these loans and other specific details
     about the loans.

Rental Rate and Occupancy

Average annual rental rates and occupancy for 1999 and 1998 for each property:
<TABLE>
<CAPTION>

                                            Average Annual              Average
                                             Rental Rates              Occupancy
                                              (per unit)
Property                                  1999          1998        1999       1998

<S>                                      <C>           <C>           <C>        <C>
Wood Lake                                $9,637        $9,384        95%        95%
Greenspoint                               8,183         7,986        95%        91%
Sandspoint                                7,130         6,927        94%        94%
Vinings Peak                              9,024         8,747        95%        95%
Plantation Crossing                       8,731         8,321        94%        93%
Sunrunner                                 6,839         6,557        94%        95%
McMillan Place                            6,524         6,250        98%        96%
Misty Woods                               6,960         6,885        94%        92%
</TABLE>

The Managing General Partner attributes the increase in occupancy at Greenspoint
Apartments to improved marketing efforts at the property.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly competitive.  All of the properties are subject to competition from other
residential  apartment  complexes  in the area.  The  Managing  General  Partner
believes that all of the properties are adequately insured.  Each property is an
apartment  complex  which leases  units for lease terms of one year or less.  No
residential  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 1999 for each property were:

                                                 1999            1999
                                                Billing          Rate
                                            (in thousands)
Wood Lake                                        $146            2.93%
Greenspoint                                       146            1.15%
Sandspoint                                        165            1.31%
Vinings Peak                                      197            2.93%
Plantation Crossing                                90            2.72%
Sunrunner                                         134            2.54%
McMillan Place                                    303            2.58%
Misty Woods                                        91            1.30%

<PAGE>

Capital Improvements

Wood Lake Apartments

During the year ended December 31, 1999, the Partnership completed approximately
$127,000  of  capital  improvements  consisting  primarily  of carpet  and vinyl
replacements, roof replacements, wall coverings, structural improvements,  major
landscaping,  and parking lot improvements.  These improvements were funded from
operating  cash flow.  The  Partnership  is  currently  evaluating  the  capital
improvement  needs of the property for the upcoming  year. The minimum amount to
be budgeted is expected to be $300 per unit or $66,000.  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.

Greenspoint Apartments

During the year ended December 31, 1999, the Partnership completed approximately
$279,000 of capital  improvements  consisting  primarily  of roof  replacements,
parking lot improvements,  carpet and vinyl replacements,  interior  decoration,
structural improvements,  and major landscaping.  These improvements were funded
from operating cash flow.  The  Partnership is currently  evaluating the capital
improvement  needs of the property for the upcoming  year. The minimum amount to
be budgeted is expected to be $300 per unit or $100,800. 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.

Sandspoint Apartments

During the year ended December 31, 1999, the Partnership completed approximately
$315,000  of  capital  improvements  consisting  primarily  of carpet  and vinyl
replacement,   structural  improvements,  exterior  painting,  and  parking  lot
improvments.  These  improvements  were funded  from  operating  cash flow.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per unit or $129,600. 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.

Vinings Peak Apartments

During the year ended December 31, 1999, the Partnership completed approximately
$143,000  of  capital  improvements  consisting  primarily  of carpet  and vinyl
replacements,  parking lot improvements,  appliances,  and wall coverings. These
improvements  were funded from operating cash flow. The Partnership is currently
evaluating the capital  improvement needs of the property for the upcoming year.
The  minimum  amount to be  budgeted is expected to be $300 per unit or $84,000.
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.

Plantation Crossing Apartments

During the year ended December 31, 1999, the Partnership completed approximately
$238,000 of capital  improvements  consisting  primarily  of roof  replacements,
carpet and vinyl replacement,  major landscaping,  appliances, and swimming pool
repairs.   These   improvements  were  funded  from  operating  cash  flow.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per unit or $54,000.  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.

Sunrunner Apartments

During the year ended December 31, 1999, the Partnership completed approximately
$179,000   of  capital   improvements   consisting   primarily   of   structural
improvements,  major landscaping, carpet and vinyl replacement,  appliances, and
recreation facility improvements.  These improvements were funded from operating
cash flow. The Partnership is currently evaluating the capital improvement needs
of the  property  for the upcoming  year.  The minimum  amount to be budgeted is
expected  to be  $300  per  unit  or  $60,000.  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.

McMillan Place Apartments

During the year ended December 31, 1999, the Partnership completed approximately
$217,000  of  capital   improvements   consisting  primarily  of  swimming  pool
enhancements,  carpet and vinyl replacements,  exterior painting,  fencing,  and
roof replacements.  These improvements were funded from operating cash flow. The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per unit or $120,600. 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.

Misty Woods Apartments

During the year ended December 31, 1999, the Partnership completed approximately
$348,000 of capital improvements consisting primarily of major landscaping, roof
replacements,   carpet  and  vinyl  replacements,  patio  railing  replacements,
swimming pool  enhancements,  and parking lot improvements.  These  improvements
were funded from  replacement  reserves and operating cash flow. The Partnership
is currently  evaluating the capital  improvement  needs of the property for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $68,400.  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.

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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the 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  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Item 7. Financial  Statements,  Note B - Transfer of Control").  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 have 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 final court  approval,  on behalf of the Partnership and all
limited partners who own units as of November 3, 1999.  Preliminary  approval of
the  settlement  was obtained on November 3, 1999 from the Superior Court of the
State of  California,  County of San Mateo,  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
class  plaintiffs'  counsel to enter the  settlement.  On December 14, 1999, the
Managing General Partner and its affiliates  terminated the proposed settlement.
Certain  plaintiffs  have filed a motion to disqualify  some of the  plaintiffs'
counsel in the action.  The Managing  General  Partner does not anticipate  that
costs  associated with this case will be material to the  Partnership's  overall
operations.

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

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

During the quarter ended December 31, 1999, no matter was submitted to a vote of
unit holders through the solicitation of proxies or otherwise.


<PAGE>


                                     PART II

Item 5. Market for the  Partnership's  Common Equity and Related Security Holder
        Matters

The Partnership,  a publicly-held  limited partnership,  offered and sold 89,292
limited partnership units aggregating $89,292,000. The Partnership currently has
89,292 units outstanding held by 4,534 limited partners of record. Affiliates of
the Managing  General  Partner owned  46,348.66 units or 51.907% at December 31,
1999.  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, 1998 and 1999 (see "Item 6. Management's Discussion and
Analysis or Plan of Operation" for further details):

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)

       01/01/98 - 12/31/98             $ 1,824 (1)            $20.01
       01/01/99 - 12/31/99               5,145 (2)             52.49

(1)   Consists of sale proceeds from Parkside Village  Apartments which was sold
      in May 1993.

(2)   Consists of $3,623,000 of cash from  operations  and  $1,522,000  from the
      remaining sale proceeds for Parkside Village Apartments.

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  distribution  policy is
reviewed on a semi-annual  basis. There can be no assurance,  however,  that the
Partnership  will  generate  sufficient  funds from  operations  after  required
capital  expenditures  to permit any  distributions  to its  partners in 2000 or
subsequent periods.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these and prior tender offers,  AIMCO and its  affiliates  currently
own 46,348.66 limited partnership units in the Partnership  representing 51.907%
of the outstanding  units. It is possible that AIMCO or its affiliates will make
one  or  more  additional  offers  to  acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership  of AIMCO.  Consequently,  AIMCO is in a position to  influence  all
voting  decisions  with  respect  to  the  Registrant.   Under  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with respect to a variety of matters. When voting on matters, AIMCO would
in all  likelihood  vote the  Units it  acquired  in a manner  favorable  to the
interest of the Managing  General Partner because of their  affiliation with the
Managing General Partner.

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

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

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

Results of Operations

The Partnership realized net income of approximately $2,007,000 and $841,000 for
the years ended  December 31, 1999 and 1998,  respectively.  The increase in net
income is  attributable to an increase in total revenues and a decrease in total
expenses.  The increase in total revenues is due to an increase in rental income
partially offset by a decrease in other income. The increase in rental income is
the result of increased rental rates at all of the Partnership's  properties and
increased  occupancy  at Misty  Woods  Apartments,  McMillan  Place  Apartments,
Plantation  Crossing  Apartments,  and Greenspoint  Apartments.  The decrease in
other income is primarily  due to a decrease in average  cash  balances  held in
interest-bearing  accounts  due  to an  increase  in  cash  distributed  to  the
partners. The decrease in total expenses is primarily attributable to a decrease
in  operating  expense  which more than  offset  the  increases  in general  and
administrative and depreciation  expense.  The decrease in operating expenses is
the result of decreased maintenance expense and decreased insurance expense. The
decrease in  maintenance  expense is primarily due to the completion of interior
and exterior beautification  projects at all of the Partnership's  properties in
1998. The decrease in insurance  expense is the result of decreased  premiums at
all the  Partnership's  properties  after  selecting a new carrier late in 1998.
General and administrative  expense increased due to an increase in professional
fees  associated  with  the  management  of the  Partnership.  The  increase  in
depreciation  expense is the result of the addition of capital assets during the
past twelve months.

Included in general and  administrative  expenses at both  December 31, 1999 and
1998 are  reimbursements  to the  Managing  General  Partner  allowed  under the
Partnership  Agreement  associated  with its management of the  Partnership.  In
addition,  costs  associated with the quarterly and annual  communications  with
investors  and  regulatory  agencies  and  the  annual  audit  required  by  the
Partnership Agreement are also included.

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies of the Managing General  Partner.  The effect of the change in 1999 was
to increase net income by approximately  $220,000 ($2.17 per limited partnership
unit). The cumulative effect, had this change been applied to prior periods,  is
not material.  The accounting  principle  change will not have an effect on cash
flow,  funds available for  distribution or fees payable to the Managing General
Partner and affiliates.

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

Liquidity and Capital Resources

At  December  31,  1999,  the  Registrant  had  cash  and  cash  equivalents  of
approximately $2,900,000 as compared to approximately $5,138,000 at December 31,
1998. For the year ended December 31, 1999, cash and cash equivalents  decreased
approximately $2,238,000 from the Registrant's year ended December 31, 1998. The
decrease in cash and cash equivalents is due to approximately $5,782,000 of cash
used in  financing  activities  and  approximately  $1,749,000  of cash  used in
investing  activities  which more than offset  approximately  $5,293,000 of cash
provided  by  operating  activities.  Net  cash  used  in  financing  activities
consisted  primarily of  distributions  to the partners and, to a lesser extent,
payments  of  principal  made  on the  mortgages  encumbering  the  Registrant's
properties.   Net  cash  used  in  investing  activities  consisted  of  capital
improvements and replacements and net deposits to restricted  escrows maintained
by the mortgage lenders. The Partnership invests its working capital reserves in
money market accounts.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  The Partnership 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 Partnership is currently
evaluating  the capital  improvement  needs of the  properties  for the upcoming
year.  The  minimum  amount to be  budgeted  is  expected to be $300 per unit or
$683,400.  Additional  improvements  may be  considered  and will  depend on the
physical  condition and will depend on the physical  condition of the properties
as well as  replacement  reserves  and  anticipated  cash flow  generated by the
properties.  The capital expenditures will be incurred only if cash is available
from operations or from Partnership  reserves.  To the extent that such budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any may be adversely affected at least in the short term.

On January 29, 1998,  the Managing  General  Partner  successfully  negotiated a
modification of the terms of the mortgages encumbering McMillan Place, which had
been in default since January 20, 1997. Accrued interest and late charges to the
effective  date were paid on the first  mortgage and  approximately  $86,000 was
transferred  from the second  mortgage  balance to the first  mortgage  balance,
increasing the first mortgage to approximately  $10,219,000.  The first mortgage
requires interest only payments through October 31, 2001, at a rate of 9.15% and
for the final  year,  at a fixed rate of 325 basis  points  plus the  annualized
yield on United States Treasury  non-callable  bonds having a one year maturity,
as determined  at November 1, 2001.  In addition,  any excess cash as defined in
the modified loan agreement is required to be remitted to the mortgage holder by
January 20 of each year to be applied to  outstanding  principal  and  interest.
Additional  interest is  required to be paid upon  maturity of the note equal to
50% of the increase in the appreciated fair market value of McMillan,  which was
stipulated as $12,860,000 at the time of  restructuring,  as defined in the note
agreement.  The Partnership was required to pay $270,000 of accrued  interest on
the second  mortgage.  In addition,  a former  affiliate of the Managing General
Partner  advanced the Partnership an additional  $270,000,  which was applied to
accrued  interest on the second  mortgage.  This advance is due upon sale and/or
refinancing  of the  property.  The  remaining  accrued  interest  on the second
mortgage  was added to principal in the amount of  approximately  $154,000.  The
second mortgage balance of approximately  $2,187,000  consists of a non-interest
bearing  portion of $800,000,  which is due at the maturity  date of October 31,
2002,  and an interest  bearing  portion of  $1,387,000.  The  interest  bearing
portion has a stated  interest rate of 9.15%.  The total future cash payments of
the  modified  loans  exceed the  carrying  value of the loans as of the date of
modification.  Consequently,  interest on the modified debt is being recorded at
an  effective  rate of 9.15% for the  first  mortgage  and 4.47% for the  second
mortgage  which are the rates  required to equate the present value of the total
future cash payments  under the new terms with the carrying  amount of the loans
at the date of  modification.  Under the terms of the  modified  mortgages,  the
Partnership is no longer  restricted from making  distributions  to its partners
from cash from operations  generated by the Partnership's  properties other than
McMillan  Place.  The  Partnership  is still  prohibited,  however,  from making
distributions from cash from operations derived from McMillan Place.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness of approximately $59,761,000 is amortized over varying periods with
required  balloon  payments  ranging  from  October  2002 to January  2006.  The
Managing General Partner will attempt to refinance such indebtedness and/or sell
the  properties  prior  to  such  maturity  dates.  If any  property  cannot  be
refinanced or sold for a sufficient amount, the Registrant will risk losing such
property through foreclosure.

During  the  year  ended   December  31,  1999,  the   Partnership   distributed
approximately  $5,145,000  (approximately  $4,687,000  to the limited  partners,
$52.49 per limited partnership unit).  Approximately  $3,623,000  (approximately
$3,195,000 to the limited partners,  $35.78 per limited partnership unit) of the
distribution  was from operations and  approximately  $1,522,000  (approximately
$1,492,000 to the limited  partners,  $16.71 per limited  partnership  unit) was
from the remaining  proceeds of the sale of Parkside  Village  Apartments in May
1993.  During the year ended  December 31,  1998,  the  Partnership  distributed
approximately $1,824,000  (approximately  $1,787,000 to limited partners, $20.01
per  limited  partnership  unit)  from the sale  proceeds  of  Parkside  Village
Apartments in May 1993. 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  distribution policy is reviewed on a semi-annual basis. There can
be no assurance,  however,  that the Partnership will generate  sufficient funds
from operations after required capital  expenditures to permit any distributions
to its partners in 2000 or subsequent periods.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these and prior tender offers,  AIMCO and its  affiliates  currently
own 46,348.66 limited partnership units in the Partnership  representing 51.907%
of the outstanding  units. It is possible that AIMCO or its affiliates will make
one  or  more  additional  offers  to  acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership  of AIMCO.  Consequently,  AIMCO is in a position to  influence  all
voting  decisions  with  respect  to  the  Registrant.   Under  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with respect to a variety of matters. When voting on matters, AIMCO would
in all  likelihood  vote the  Units it  acquired  in a manner  favorable  to the
interest of the Managing  General Partner because of their  affiliation with the
Managing General Partner.

Year 2000 Compliance

General Description

The Year 2000 issue is the result of computer  programs  being written using two
digits rather than four digits to define the applicable year. The Partnership is
dependent  upon the Managing  General  Partner and its affiliates for management
and  administrative  services  ("Managing  Agent").  Any of the Managing Agent's
computer programs or hardware that had date-sensitive software or embedded chips
might have  recognized  a date using "00" as the year 1900  rather than the year
2000.  This could have resulted in a system failure or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

Computer Hardware, Software and Operating Equipment

In 1999,  the Managing  Agent  completed  all phases of its Year 2000 program by
completing  the  replacement  and repair of any  hardware or software  system or
operating  equipment that was not yet Year 2000 compliant.  The Managing Agent's
hardware  and software  systems and its  operating  equipment  are now Year 2000
compliant.  No  material  failure or  erroneous  results  have  occurred  in the
Managing Agent's computer  applications  related to the failure to reference the
Year 2000 to date.

Third Parties

To  date,  the  Managing  Agent  is not  aware of any  significant  supplier  or
subcontractor  (external agent) or financial institution of the Partnership that
has a Year 2000 issue that  would  have a material  impact on the  Partnership's
results of operations,  liquidity or capital  resources.  However,  the Managing
Agent  has no means of  ensuring  or  determining  the Year 2000  compliance  of
external  agents.  At this time, the Managing Agent does not believe that a Year
2000 issue of any  non-compliant  external agent will have a material  impact on
the Partnership's financial position or results of operations.

Costs

The total cost of the Managing Agent's Year 2000 project was approximately  $3.2
million and was funded from operating cash flows.

Risks Associated with the Year 2000

The Managing  Agent  completed all necessary  phases of its Year 2000 program in
1999,  and did not  experience  system or  equipment  malfunctions  related to a
failure to reference the Year 2000. The Managing  Agent or  Partnership  has not
been  materially  adversely  effected by  disruptions  in the economy  generally
resulting from the Year 2000 issue.

At this  time,  the  Managing  Agent  does not  believe  that the  Partnership's
businesses,  results of  operations  or financial  condition  will be materially
adversely effected by the Year 2000 issue.

Contingency Plans Associated with the Year 2000

The  Managing  Agent has not had to implement  contingency  plans such as manual
workarounds or selecting new relationships for its banking or elevator operation
activities in order to avoid the Year 2000 issue.

<PAGE>


Item 8.     Financial Statements and Supplementary Data

CENTURY PROPERTIES FUND XIX

LIST OF FINANCIAL STATEMENTS

Report of Ernst & Young LLP, Independent Auditors

Consolidated Balance Sheet - December 31, 1999

Consolidated Statements of Operations - Years ended December 31, 1999 and 1998

Consolidated  Statement of Changes in Partners'  (Deficit) Capital - Years ended
December 31, 1999 and 1998

Consolidated Statements of Cash Flows - Years ended December 31, 1999 and 1998

Notes to Consolidated Financial Statements


<PAGE>


                Report of Ernst & Young LLP, Independent Auditors

The Partners
Century Properties Fund XIX

We  have  audited  the  accompanying   consolidated  balance  sheet  of  Century
Properties  Fund XIX as of  December  31,  1999,  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, 1999. 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 XIX at December 31, 1999,  and the  consolidated  results of its operations
and its cash flows for each of the two years in the period  ended  December  31,
1999, in conformity with accounting  principles generally accepted in the United
States.

As discussed in Note J to the consolidated financial statements, the Partnership
changed its method of accounting to capitalize the cost of exterior painting and
major landscaping effective January 1, 1999.

                                                            /s/ERNST & YOUNG LLP

Greenville, South Carolina
February 25, 2000


<PAGE>



                           CENTURY PROPERTIES FUND XIX

                           CONSOLIDATED BALANCE SHEET

                        (in thousands, except unit data)

                                December 31, 1999
<TABLE>
<CAPTION>

Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $  2,900
   Receivables and deposits                                                      954
   Restricted escrows                                                            320
   Other assets                                                                  637
   Investment properties (Notes A, C, G):
      Land                                                    $ 11,635
      Buildings and related personal property                   87,120
                                                                98,755

      Less accumulated depreciation                            (46,015)       52,740

                                                                            $ 57,551

Liabilities and Partners' (Deficit) Capital

Liabilities
   Accounts payable                                                          $   345
   Tenant security deposit payable                                               310
   Accrued property taxes                                                        563
   Due to former affiliate                                                       270
   Other liabilities                                                             637
   Mortgage notes payable (Notes C)                                           59,761

Partners' (Deficit) Capital
   General partner                                            $ (9,255)
   Limited partners (89,292 units issued
      and outstanding)                                           4,920        (4,335)

                                                                            $ 57,551
</TABLE>

              See Accompanying Notes to Consolidated Financial Statements

<PAGE>


                           CENTURY PROPERTIES FUND XIX

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                        (in thousands, except unit data)

<TABLE>
<CAPTION>

                                                           Years Ended December 31,
                                                              1999         1998
Revenues:
<S>                                                          <C>          <C>
   Rental income                                             $16,273      $15,512
   Other income                                                  750          838
      Total revenues                                          17,023       16,350

Expenses:
   Operating                                                   5,423        6,110
   General and administrative                                    375          306
   Depreciation                                                3,046        2,953
   Interest                                                    4,973        4,966
   Property taxes                                              1,199        1,174
      Total expenses                                          15,016       15,509

Net income                                                   $ 2,007       $  841

Net income allocated to general partner                        $ 237        $  99

Net income allocated to limited partners                       1,770          742

                                                             $ 2,007       $  841

Net income per limited partnership unit                      $ 19.82      $  8.31

Distribution per limited partnership unit                    $ 52.49      $ 20.01
</TABLE>

              See Accompanying Notes to Consolidated Financial Statements
<PAGE>


                           CENTURY PROPERTIES FUND XIX

        CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                        (in thousands, except unit data)


<TABLE>
<CAPTION>

                                        Limited
                                       Partnership    General     Limited
                                          Units      Partner's   Partners'    Total

<S>                                       <C>           <C>       <C>        <C>
Original capital contributions            89,292      $    --     $89,292    $89,292

Partners' (deficit) capital
   at December 31, 1997                   89,292      $(9,096)    $ 8,882     $ (214)

Distribution paid to partners                 --          (37)     (1,787)    (1,824)

Net income for the year ended
   December 31, 1998                          --           99         742        841

Partners' (deficit) capital at
   December 31, 1998                      89,292       (9,034)      7,837     (1,197)

Distribution paid to partners                 --         (458)     (4,687)    (5,145)

Net income for the year
   ended December 31, 1999                    --          237       1,770      2,007

Partners' (deficit) capital
   at December 31, 1999                   89,292      $(9,255)    $ 4,920    $(4,335)
</TABLE>


              See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                           CENTURY PROPERTIES FUND XIX

                      CONSOLDIATED STATEMENTS OF CASH FLOWS

                                 (in thousands)
<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                                  1999        1998
Cash flows from operating activities:
<S>                                                             <C>           <C>
  Net income                                                    $ 2,007       $  841
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation                                                 3,046        2,953
     Amortization of loan costs and discount                        112          118
     Change in accounts:
       Receivables and deposits                                     161         (270)
       Other assets                                                 (72)          60
       Accounts payable                                             (33)          40
       Tenant security deposit payable                               (2)          34
       Accrued property taxes                                         2          140
       Other liabilities                                             72         (461)

          Net cash provided by operating activities               5,293        3,455

Cash flows from investing activities:
  Property improvements and replacements                         (1,681)      (1,068)
  Net (deposits to) withdrawals from restricted escrows             (68)         154

          Net cash used in investing activities                  (1,749)        (914)

Cash flows from financing activities:
  Payments on mortgage notes payable                               (637)        (615)
  Proceeds from long-term borrowings                                 --          270
  Loan costs paid                                                    --          (21)
  Distribution to partners                                       (5,145)      (1,824)

          Net cash used in financing activities                  (5,782)      (2,190)

Net (decrease) increase in cash and cash equivalents             (2,238)         351

Cash and cash equivalents at beginning of the year                5,138        4,787

Cash and cash equivalents at end of year                        $ 2,900      $ 5,138

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 4,806      $ 5,352
Supplemental information of non-cash activity:
  Transfer of accrued interest to principal                        $ --        $ 154
  Property improvements and replacements in accounts
   payable                                                        $ 165         $ --
</TABLE>

              See Accompanying Notes to Consolidated Financial Statements


<PAGE>

                           CENTURY PROPERTIES FUND XIX

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999

Note A - Organization and Significant Accounting Policies

Organization

Century Properties Fund XIX (the "Partnership" or "Registrant"), is a California
Limited  Partnership  organized in August 1982, to operate and  ultimately  sell
residential  apartment  complexes.  As of December  31,  1999,  the  Partnership
operated eight residential  apartment  complexes  located  throughout the United
States.  The general  partner of the Partnership is Fox Partner II, a California
general  partnership.  The general  partners of Fox  Partners II are Fox Capital
Management  Corporation ("FCMC" or the "Managing General Partner"), a California
corporation, Fox Realty Investors ("FRI"), a California general partnership, and
Fox Partners 83, a California general partnership.  The Managing General Partner
is a subsidiary of Apartment  Investment and Management  Company  ("AIMCO") (see
"Note B - Transfer  of  Control").  The  capital  contributions  of  $89,292,000
($1,000  per unit) were made by the  limited  partners,  including  100  Limited
Partnership Units purchased by FCMC. The Partnership Agreement provides that the
Partnership is to terminate on December 31, 2007 unless terminated prior to such
date.

Principles of Consolidation

The Registrant's  financial  statements  include the accounts of Misty Woods CPF
19, LLC, a limited liability  company in which the Registrant  ultimately owns a
100% economic  interest.  All  significant  interentity  transactions  have been
eliminated.

Use of Estimates

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

Allocation of Income, Loss and Distribution

Net income,  net loss and distributions of cash of the Partnership are allocated
between  general and limited  partners in accordance  with the provisions of the
Partnership Agreement.

Fair Value of Financial Instruments

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


<PAGE>

Cash and Cash Equivalents

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

Reserve Account

As a condition of  refinancing  the debt of Sunrunner,  Misty Woods and McMillan
Place, the Registrant was required to establish  reserve  accounts.  The reserve
accounts  were  established  to cover  necessary  repairs  and  replacements  of
existing  improvements,  debt  service,  out of  pocket  expenses  incurred  for
ordinary and necessary  administrative tasks, and payment of real property taxes
and insurance  premiums.  The  Partnership  is required to deposit net operating
income (as defined in the  mortgage  note) from each  refinanced  property.  The
balance  at  December  31,  1999,  is  approximately  $320,000,  which  includes
interest.

Tenant Security Deposits

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

Investment Properties

Investment  properties  consist of eight  apartment  complexes and are stated at
cost.  Acquisition fees are capitalized as a cost of real estate.  In accordance
with SFAS No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
Long-Lived Assets to Be Disposed Of", 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 those assets.
Costs of properties that have been  permanently  impaired have been written down
to appraised  value. No adjustments for impairment of value were recorded in the
years ended December 31, 1999, or 1998.

Depreciation

Depreciation is provided by the straight-line method over the estimated lives of
the apartment  properties and related personal property.  For Federal income tax
purposes,  the  accelerated  cost recovery  method is used (1) for real property
over 15 years for  additions  prior to March 16,  1984,  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,  and (2) for personal  property over 5
years for additions  prior to 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.

Effective  January 1, 1999 the  Partnership  changed its method of accounting to
capitalize the costs of exterior painting and major landscaping (Note J).


<PAGE>


Leases

The Registrant  generally leases apartment units for twelve-month terms or less.
The  Partnership  recognizes  income as earned on its leases.  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.

Advertising Costs

The Registrant expenses the costs of advertising as incurred.  Advertising costs
of approximately $255,000 and $281,000 for the years ended December 31, 1999 and
1998, respectively, were charged to operating expense as incurred.

Loan Costs

Loan costs of  approximately  $1,060,000  are  included  in other  assets in the
accompanying   consolidated   balance  sheet  and  are  being   amortized  on  a
straight-line  basis  over  the  life  of  the  loans.  At  December  31,  1999,
accumulated  amortization is approximately $600,000.  Amortization of loan costs
is included in interest expense.

Segment Reporting

SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information
established  standards  for the way  that  public  business  enterprises  report
information about operating segments in annual financial statements and requires
that those enterprises  report selected  information about operating segments in
interim financial reports. It also establishes standards for related disclosures
about products and services, geographic areas, and major customers. See "Note H"
for required disclosure.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into AIMCO, a publicly traded real estate  investment  trust,  with AIMCO
being the surviving  corporation  (the "Insignia  Merger").  As a result,  AIMCO
acquired 100% ownership  interest in the Managing General Partner.  The Managing
General  Partner does not believe that this  transaction  has had or will have a
material effect on the affairs and operations of the Partnership.


<PAGE>


Note C - Mortgage Notes Payable

The principle 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            1999        Interest      Rate       Date       Maturity
                             (in thousands)                             (in thousands)
<S>                       <C>          <C>          <C>       <C>   <C>     <C>
Wood Lake                 $ 7,269      $ 57         7.50%     01/01/03      $ 6,792
Greenspoint                 8,642        68         8.33%     05/15/05        7,988
Sandspoint                  9,600        76         8.33%     05/15/05        8,874
Vinings Peak                8,441        67         7.50%     01/01/03        7,888
Plantation Crossing         4,925        39         7.50%     01/01/03        4,602
Sunrunner                   3,250        20 (1)     7.33%     11/01/03        3,250
McMillan Place
   1st Mortgage            10,219        78 (1)     9.15%     10/31/02       10,219
   2nd Mortgage             2,165        --         9.15%     10/31/02        2,101
Misty Woods                 5,250        40         7.88%     01/01/06        4,777
                          $59,761      $445                                 $56,491
</TABLE>

(1)   Payments are interest only.

On January 29, 1998,  the Managing  General  Partner  successfully  negotiated a
modification of the terms of the mortgages encumbering McMillan Place, which had
been in default since January 20, 1997. Accrued interest and late charges to the
effective  date were paid on the first  mortgage and  approximately  $86,000 was
transferred  from the second  mortgage  balance to the first  mortgage  balance,
increasing the first mortgage to approximately  $10,219,000.  The first mortgage
requires interest only payments through October 31, 2001, at a rate of 9.15% and
for the final  year,  at a fixed rate of 325 basis  points  plus the  annualized
yield on United States Treasury  non-callable  bonds having a one year maturity,
as determined  at November 1, 2001.  In addition,  any excess cash as defined in
the modified loan agreement is required to be remitted to the mortgage holder by
January 20 of each year to be applied to  outstanding  principal  and  interest.
Additional  interest is  required to be paid upon  maturity of the note equal to
50% of the increase in the appreciated fair market value of McMillan,  which was
stipulated as $12,860,000 at the time of  restructuring,  as defined in the note
agreement.  The Partnership was required to pay $270,000 of accrued  interest on
the second  mortgage.  In addition,  a former  affiliate of the Managing General
Partner  advanced the Partnership an additional  $270,000,  which was applied to
accrued  interest on the second  mortgage.  This advance is due upon sale and/or
refinancing  of the  property.  The  remaining  accrued  interest  on the second
mortgage  was added to principal in the amount of  approximately  $154,000.  The
second mortgage balance of approximately  $2,187,000  consists of a non-interest
bearing  portion of $800,000,  which is due at the maturity  date of October 31,
2002,  and an interest  bearing  portion of  $1,387,000.  The  interest  bearing
portion has a stated  interest rate of 9.15%.  The total future cash payments of
the  modified  loans  exceed the  carrying  value of the loans as of the date of
modification.  Consequently,  interest on the modified debt is being recorded at
an  effective  rate of 9.15% for the  first  mortgage  and 4.47% for the  second
mortgage  which are the rates  required to equate the present value of the total
future cash payments  under the new terms with the carrying  amount of the loans
at the date of  modification.  Under the terms of the  modified  mortgages,  the
Partnership is no longer  restricted from making  distributions  to its partners
from cash from operations  generated by the Partnership's  properties other than
McMillan  Place.  The  Partnership  is still  prohibited,  however,  from making
distributions from cash from operations derived from McMillan Place.

The mortgage  notes  payable are  non-recourse  and are secured by pledge of the
respective  apartment  properties  and by pledge of revenues from the respective
apartment  properties.  The notes impose prepayment penalties if repaid prior to
maturity.   Further,  the  properties  may  not  be  sold  subject  to  existing
indebtedness.

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 1999, are as follows (in thousands):

                               2000        $   718
                               2001            775
                               2002         13,150
                               2003         22,888
                               2004            386
                            Thereafter      21,844
                                           $59,761

Note D - Distribution

During  the  year  ended   December  31,  1999,  the   Partnership   distributed
approximately  $5,145,000  (approximately  $4,687,000  to the limited  partners,
$52.49 per limited partnership unit).  Approximately  $3,623,000  (approximately
$3,195,000 to the limited partners,  $35.78 per limited partnership unit) of the
distribution  was from operations and  approximately  $1,522,000  (approximately
$1,492,000 to the limited  partners,  $16.71 per limited  partnership  unit) was
from the remaining  proceeds of the sale of Parkside  Village  Apartments in May
1993.

During  the  year  ended   December  31,  1998,  the   Partnership   distributed
approximately $1,824,000  (approximately  $1,787,000 to limited partners, $20.01
per  limited  partnership  unit)  from the sale  proceeds  of  Parkside  Village
Apartments in May 1993.


<PAGE>


Note E - Income Taxes

The Registrant has received a ruling from the Internal  Revenue  Service that it
is classified as a partnership for Federal income tax purposes.  Accordingly, no
provision for income taxes is made in the consolidated  financial  statements of
the  Partnership.  Taxable  income or loss of the  Registrant is reported in the
income tax returns of its partners.

The  following is a  reconciliation  of reported net income and Federal  taxable
income (in thousands, except per unit data):

                                                           1999         1998
Net income as reported                                    $ 2,007      $  841
Add (deduct):
   Depreciation differences                                  (397)       (534)
   Miscellaneous                                               21          68
   Prepaid rent                                               (57)        334
Federal taxable income                                    $ 1,574      $  709
Federal taxable income per limited partnership unit       $ 15.55      $ 7.00

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

                                                  1999

Net liabilities as reported                     $ (4,335)
Land and buildings                                (4,938)
Accumulated depreciation                         (25,253)
Syndication and distribution costs                 4,451
Prepaid rent                                         320
Other                                                168
Deferred Sales Commission                          7,947

Net liabilities - Federal tax basis             $(21,640)


Note F - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses  incurred by
affiliates on behalf of the  Partnership.  An affiliate of the Managing  General
Partner has made  available to the  Partnership  a credit line of up to $150,000
per  property  owned by the  Partnership.  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.


<PAGE>


The following  payments were made to the Managing General Partner and affiliates
during the years ended December 31, 1999 and 1998:

                                                      1999         1998
                                                       (in thousands)
Property management fees (included in
   operating expense)                                 $865         $825
Reimbursement for services of affiliates,
   (included in investment properties and
   operating, general and administrative
   expenses)                                           169          163
Partnership management fee (included in
   general partner distributions)                      362           --

During the years ended  December 31, 1999 and 1998,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Registrant's  properties  as  compensation  for  providing  property  management
services.  The Registrant  paid to such  affiliates  approximately  $865,000 and
$825,000 for the years ended December 31, 1999 and 1998, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $169,000 and
$163,000 for the years ended December 31, 1999 and 1998, respectively.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership, the general partner is entitled to receive a Partnership management
fee  equal  to  10%  of the  Partnership's  adjusted  cash  from  operations  as
distributed.  Approximately  $362,000 in Partnership  management  fees were paid
along with the distributions from operations made during the year ended December
31,  1999.  No fees were paid  during the year ended  December  31,  1998 as the
entire distribution during this period was from sales proceeds.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these and prior tender offers,  AIMCO and its  affiliates  currently
own 46,348.66 limited partnership units in the Partnership  representing 51.907%
of the outstanding  units. It is possible that AIMCO or its affiliates will make
one  or  more  additional  offers  to  acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership  of AIMCO.  Consequently,  AIMCO is in a position to  influence  all
voting  decisions  with  respect  to  the  Registrant.   Under  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with respect to a variety of matters. When voting on matters, AIMCO would
in all  likelihood  vote the  Units it  acquired  in a manner  favorable  to the
interest of the Managing  General Partner because of their  affiliation with the
Managing  General  Partner.  However,  IPLP is required to vote 24,811.66 of its
Units:  (i) against any  proposal  to increase  the fees and other  compensation
payable  by the  Partnership  to the  Managing  General  Partner  and any of its
affiliates;  and (ii) on all other matters submitted by it or its affiliates, in
proportion  to the votes  cast by non  tendering  unit  holders.  Except for the
foregoing, no other limitations are imposed on IPLP's right to vote its Units.


<PAGE>


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

                                                  Initial Cost
                                                 To Partnership
                                                 (in thousands)
                                                         Buildings        Net Cost
                                                        and Related      Capitalized
                                                          Personal      Subsequent to
     Description          Encumbrances       Land         Property       Acquisition
                         (in thousands)                                (in thousands)
<S>                         <C>             <C>           <C>               <C>
Wood Lake                   $ 7,269         $ 1,206       $10,980           $  959
Greenspoint                   8,642           2,165        11,199              906
Sandspoint                    9,600           2,124        13,158            1,310
Vinings Peak                  8,441           1,632        12,321            1,158
Plantation Crossing           4,925           1,062         7,576              855
Sunrunner                     3,250             634         6,485              497
McMillan Place               12,384           2,399        10,826            1,156
Misty Woods                   5,250             429         6,846              872
                            $59,761         $11,651       $79,391          $ 7,713
</TABLE>

<TABLE>
<CAPTION>

                        Gross Amount At Which
                               Carried
                        At December 31, 1999
                           (in thousands)
                              Buildings
                             And Related                         Year of
                              Personal            Accumulated   Construc-    Date    Depreciable
    Description       Land    Property    Total   Depreciation     tion    Acquired  Life-Years
                                                 (in thousands)
<S>                  <C>       <C>       <C>        <C>            <C>       <C>      <C>
Wood Lake            $ 1,206   $11,939   $13,145    $ 6,566        1983      12/83     5-30 yrs
Greenspoint            2,140    12,130    14,270      6,279        1984      02/84     5-30 yrs
Sandspoint             2,147    14,445    16,592      7,477        1984      02/84     5-30 yrs
Vinings Peak           1,632    13,479    15,111      7,290        1982      04/84     5-30 yrs
Plantation Crossing    1,062     8,431     9,493      4,481        1980      06/84     5-30 yrs
Sunrunner                587     7,029     7,616      3,869        1981      07/84     5-30 yrs
McMillan Place         2,427    11,954    14,381      6,218        1985      06/85     5-30 yrs
Misty Woods              434     7,713     8,147      3,835        1985      06/85     5-30 yrs
                     $11,635   $87,120   $98,755    $46,015
</TABLE>

<PAGE>

Reconciliation of "Real Estate and Accumulated Depreciation":

                                              Years Ended December 31,
                                                 1999          1998
                                                   (in thousands)
Investment Properties
Balance at beginning of year                    $96,909       $95,841
    Property improvements                         1,846         1,068
Balance at end of year                          $98,755       $96,909

Accumulated Depreciation
Balance at beginning of year                    $42,969       $40,016
    Additions charged to expense                  3,046         2,953
Balance at end of year                          $46,015       $42,969

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  1999 and 1998,  is  approximately  $93,817,000  and  $92,049,000,
respectively.  The accumulated  depreciation  for Federal income tax purposes at
December  31,  1999 and 1998,  is  approximately  $71,268,000  and  $67,825,000,
respectively.

Note H - Disclosures about Segments of an Enterprise and Related Information

Description  of the types of products  and  services  from which the  reportable
segment  derives its  revenues:  The  Partnership  has one  reportable  segment:
residential properties.  The Registrant's  residential property segment consists
of eight  apartment  complexes  located in Georgia (3),  Arizona  (2),  Florida,
Texas, and North Carolina.  The Partnership rents apartment units to tenants for
terms that are typically twelve months or less.

Measurement  of segment profit or loss: The  Partnership  evaluates  performance
based on segment profit (loss) before  depreciation.  The accounting policies of
the  reportable  segments  are the same as those  described  in the  summary  of
significant accounting policies.

Factors  management used to identify the enterprise's  reportable  segment:  The
Partnership's  reportable  segment consists of investment  properties that offer
similar  products and services.  Although each of the  investment  properties is
managed  separately,  they have been aggregated into one segment as they provide
services with similar types of products and customers.

<PAGE>

Segment  information  for the years 1999 and 1998 is shown in the tables  below.
The "Other" Column includes partnership  administration related items and income
and expense not allocated to the reportable segment.

                 1999                   Residential     Other     Totals

Rental income                             $16,273       $  --     $16,273
Other income                                  706           44        750
Interest expense                            4,973           --      4,973
Depreciation                                3,046           --      3,046
General and administrative expense             --          375        375
Segment profit (loss)                       2,338         (331)     2,007
Total assets                               57,319          232     57,551
Capital expenditures for investment
  properties                                1,846           --      1,846


                  1998                   Residential    Other      Totals

Rental income                              $15,512       $  --    $15,512
Other income                                   682         156        838
Interest expense                             4,966          --      4,966
Depreciation                                 2,953          --      2,953
General and administrative expense              --         306        306
Segment profit (loss)                          991        (150)       841
Total assets                                57,178       3,966     61,144
Capital expenditures for investment
  properties                                 1,068          --      1,068


Note I - 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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the 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  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
"Insignia  Affiliates") of interests in certain general partner  entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  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  have 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 final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, 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 class  plaintiffs'  counsel
to enter the settlement.  On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Managing  General  Partner does not anticipate  that costs  associated with this
case 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.

Note J - Change in Accounting Principle

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies of the Managing General  Partner.  The effect of the change in 1999 was
to increase net income by approximately  $220,000 ($2.17 per limited partnership
unit). The cumulative effect, had this change been applied to prior periods,  is
not material.  The accounting  principle  change will not have an effect on cash
flow,  funds available for  distribution or fees payable to the Managing General
Partner and affiliates.


<PAGE>

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

         None.

<PAGE>


                                    PART III

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

Neither Century  Properties Fund XIX (the "Partnership" or the "Registrant") nor
Fox  Partners  II  ("Fox"),  the  general  partner of the  Partnership,  has any
officers  or  directors.  Fox  Capital  Management  Corporation  ("FCMC"  or the
"Managing  General  Partner"),  the managing general partner of Fox, manages and
controls  substantially  all  of  the  Partnership'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 present
executive  officers and director 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          42    Executive Vice President and Director

   Martha L. Long           40    Senior Vice President and Controller

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

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

Based solely upon a review of Forms 3 and 4 and amendments  thereto furnished to
the Registrant  under Rule 16a-3(e) during the  Registrant's  most recent fiscal
year and Form 5 and amendments  thereto furnished to the Registrant with respect
to its most recent  fiscal year,  the  Registrant  is not aware of any director,
officer,  beneficial  owner of more than ten  percent  of the  units of  limited
partnership interest in the Registrant that failed to file on a timely basis, as
disclosed in the above Forms,  reports required by Section 16(a) of the Exchange
Act during the most recent  fiscal year or prior fiscal years except as follows:
AIMCO Properties,  L.P. and its joint filers failed to timely file a Form 3 with
respect to its  acquisition  of Units and AIMCO and its joint  filers  failed to
timely file a Form 4 with respect to its acquisition of Units.

Item 10.    Executive Compensation

Neither the  directors nor any of the officers of the Managing  General  Partner
received any remuneration from the Registrant.


<PAGE>


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 Units of Limited Partnership Interest of
the Registrant as of December 31, 1999.

   Entity                            Number of Units       Percent of Total

   Insignia Properties, L.P.            25,228.66               28.254%
     (an affiliate of AIMCO)
   IPLP Acquisition I, LLC               4,892.00                5.479%
     (an affiliate of AIMCO)
   AIMCO Properties LP                  16,228.00               18.174%
     (an affiliate of AIMCO)

Insignia  Properties LP and IPLP  Acquisition I, LLC are  indirectly  ultimately
owned by AIMCO.  Their business address is 55 Beattie Place,  Greenville,  South
Carolina 29602.

AIMCO Properties LP is indirectly  ultimately  controlled by AIMCO. Its business
address is 2000 South Colorado Boulevard, Denver, Colorado 80222.

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

As a result of its  ownership of 46,348.66  limited  partnership  units,  AIMCO,
through its affiliates,  could be in a position to  significantly  influence all
voting  decisions  with  respect  to  the  Partnership.  Under  the  Partnership
Agreement,  unit  holders  holding a majority of the Units are  entitled to take
action with respect to a variety of matters.  When voting on matters, IPLP would
in all  likelihood  vote the  Units it  acquired  in a manner  favorable  to the
interest of the Managing  General Partner  because of its  affiliation  with the
Managing  General  Partner.  However,  IPLP is required to vote 24,811.66 of its
Units:  (i) against any  proposal  to increase  the fees and other  compensation
payable  by the  Partnership  to the  Managing  General  Partner  and any of its
affiliates;  and (ii) on all other matters submitted by it or its affiliates, in
proportion  to the votes  cast by non  tendering  unit  holders.  Except for the
foregoing, no other limitations are imposed on IPLP's right to vote its Units.

Item 12.    Certain Relationships and Related Transactions

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


<PAGE>


The following  payments were made to the Managing General Partner and affiliates
during the years ended December 31, 1999 and 1998:

                                                      1999         1998
                                                       (in thousands)

Property management fees                              $865         $825
Reimbursement for services of affiliates               169          163
Partnership management fee                             362           --

During the years ended  December 31, 1999 and 1998,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Registrant's  properties  as  compensation  for  providing  property  management
services.  The Registrant  paid to such  affiliates  approximately  $865,000 and
$825,000 for the years ended December 31, 1999 and 1998, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $169,000 and
$163,000 for the years ended December 31, 1999 and 1998, respectively.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership, the general partner is entitled to receive a Partnership management
fee  equal  to  10%  of the  Partnership's  adjusted  cash  from  operations  as
distributed.  Approximately  $362,000 in Partnership  management  fees were paid
along with the distributions from operations made during the year ended December
31,  1999.  No fees were paid  during the year ended  December  31,  1998 as the
entire distribution during this period was from sales proceeds.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  The Partnership 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.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these and prior tender offers,  AIMCO and its  affiliates  currently
own 46,348.66 limited partnership units in the Partnership  representing 51.907%
of the outstanding  units. It is possible that AIMCO or its affiliates will make
one  or  more  additional  offers  to  acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership  of AIMCO.  Consequently,  AIMCO is in a position to  influence  all
voting  decisions  with  respect  to  the  Registrant.   Under  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with respect to a variety of matters. When voting on matters, AIMCO would
in all  likelihood  vote the  Units it  acquired  in a manner  favorable  to the
interest of the Managing  General Partner because of their  affiliation with the
Managing  General  Partner.  However,  IPLP is required to vote 24,811.66 of its
Units:  (i) against any  proposal  to increase  the fees and other  compensation
payable  by the  Partnership  to the  Managing  General  Partner  and any of its
affiliates;  and (ii) on all other matters submitted by it or its affiliates, in
proportion  to the votes  cast by non  tendering  unit  holders.  Except for the
foregoing, no other limitations are imposed on IPLP's right to vote its Units.


<PAGE>


Item 13.  Exhibits and Reports on Form 8-K

      (a) Exhibits:

          Exhibit 18, Independent Accountants' Preferability Letter for Change
          in Accounting Principle, is filed as an exhibit to this report.

          Exhibit 27, Financial Data Schedule,  is filed as an exhibit to this
          report.

     (b)  Reports on Form 8-K filed in the fourth quarter of calendar year 1999:

          None.



<PAGE>


                                   SIGNATURES

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

                                    CENTURY PROPERTIES FUND XIX

                                    By:   FOX PARTNERS II,
                                          Its General Partner

                                    By:   FOX CAPITAL MANAGEMENT CORPORATION,
                                          Its Managing General Partner

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

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

                                    Date:


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

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

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

<PAGE>


                       CENTURY PROPERTIES INCOME FUND XIX

                                  EXHIBIT INDEX


Exhibit Number                      Description of Exhibit

     2.1  NPI,  Inc.  Stock  Purchase  Agreement,  dated as of August  7,  1995,
          incorporated by reference to the  Registrant's  Current Report on Form
          8-K dated August 7, 1995.

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

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

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

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

     10.1 Amended and  Restated  Note A, made as of  September  1, 1994,  by the
          Registrant in favor of The Travelers  Insurance Company  ("Travelers")
          in the principal  amount of $10,800,000,  incorporated by reference to
          the Registrant's Form 10-Q for the quarter ended September 30, 1994.

     10.2 Amended and  Restated  Note B, made as of  September  1, 1994,  by the
          Registrant  in  favor  of  Travelers  in  the   principal   amount  of
          $2,138,673.53, incorporated by reference to the Registrant's Form 10-Q
          for the quarter ended September 30, 1994.

     10.3 Amended and  Restated  Deed of Trust,  dated as of  September 1, 1994,
          between the Registrant and Travelers, incorporated by reference to the
          Registrant's Form 10-Q for the quarter ended September 30, 1994.

     10.4 Amended and Restated Note B, made as of September 1, 1994, between the
          Registrant   and   Travelers,   incorporated   by   reference  to  the
          Registrant's Form 10-Q for the quarter ended September 30, 1994.


<PAGE>


     10.5 Promissory  Note made December 15, 1995, by the Registrant in favor of
          Connecticut  General Life Insurance Company ("CIGNA") in the principal
          amount of $22,000,000  relating to the  refinancing of Wood Lake, Wood
          Ridge,  and Plantation  Crossing  incorporated by reference to Exhibit
          10.5 to the  Partnership's  Annual  Report  on Form  10-K for the year
          ended December 31, 1995.

     10.6 Form of Deed to Secure Debt and Security Agreement from the Registrant
          to CIGNA  relating to the  refinancing of Wood Lake,  Wood Ridge,  and
          Plantation  Crossing  incorporated by reference to Exhibit 10.6 to the
          Partnership's  Annual Report on Form 10-K for the year ended  December
          31, 1995.

     10.7 First   Mortgage  Note  from  the   Registrant  to  Secore   Financial
          Corporation  ("Secore")  relating  to the  refinancing  of Misty Woods
          Apartments   incorporated   by   reference  to  Exhibit  10.7  to  the
          Partnership's  Annual Report on Form 10-K for the year ended  December
          31, 1995.

     10.8 First Mortgage and Security  Agreement  dated as of December 29, 1995,
          from the  Registrant to Secore  relating to the  refinancing  of Misty
          Woods  Apartments  incorporated  by  reference  to Exhibit 10.8 to the
          Partnership  Annual  Report on Form 10-K for the year  ended  December
          31,1995.

     10.9 Multifamily Note secured by a Mortgage or Deed of Trust dated November
          1, 1996,  between  Century  Properties  Fund XIX and  Lehman  Brothers
          Holdings,  Inc.,  d/b/a Lehman Capital,  a Division of Lehman Brothers
          Holdings Inc.,  d/b/a Lehman  Capital,  a Division of Lehman  Brothers
          Holdings  Inc.,  relating  to  Sunrunner  Apartments  incorporated  by
          reference to Exhibit 10.9 to the  Partnership's  Annual Report on Form
          10-K for the year ended December 31, 1995.

     10.10Amendment  to Amended and  Restated  Note A dated  January  29,  1998,
          between the Partnership and The Travelers  Insurance  Company relating
          to McMillan Place.

     10.11Amendment  to Amended and  Restated  Note B dated  January  29,  1998,
          between the Partnership and The Travelers  Insurance  Company relating
          to McMillan Place.

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

     16.1 Letter from the Registrant's former Independent Auditor dated November
          11, 1998, incorporated by reference to the Registrant's Current Report
          on Form 8-K dated November 16, 1998.

     18   Independent Accountants' Preferability Letter for Change in Accounting
          Principle.

     27   Financial Data Schedule.


<PAGE>
                                                                      Exhibit 18

February 7, 2000


Mr. Patrick J. Foye
Executive Vice President
Fox Capital Management Corporation
Managing General Partner of Century Properties Fund XIX
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 29602

Dear Mr. Foye:

Note J of Notes to the Consolidated  Financial  Statements of Century Properties
Fund XIX  included  in its Form  10-KSB for the year  ended  December  31,  1999
describes a change in the method of accounting to capitalize  exterior  painting
and major landscaping,  which would have been expensed under the old policy. You
have advised us that you believe  that the change is to a  preferable  method in
your  circumstances  because it provides a better  matching of expenses with the
related benefit of the  expenditures  and is consistent with policies  currently
being used by your industry and conforms to the policies of the Managing General
Partner.

There are no authoritative criteria for determining a preferable method based on
the particular circumstances; however, we conclude that the change in the method
of accounting  for exterior  painting and major  landscaping is to an acceptable
alternative  method which,  based on your business  judgment to make this change
for the reasons cited above, is preferable in your circumstances.

                                                               Very truly yours,
                                                            /s/Ernst & Young LLP