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, 2001

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

             For the transition period from _________to _________

                         Commission file number 0-11935

                         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.  [X]

State issuer's revenues for its most recent fiscal year.  $17,989,000

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, 2001. 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"),  a publicly traded real
estate investment trust. 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.  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  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.

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, 2001 and
2000.

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.

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.

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 a 100% membership interest.

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 Apartments        $ 13,547     $ 7,501     5-30 yrs    S/L       $ 2,060
Greenspoint Apartments        14,696       7,233     5-30 yrs    S/L         2,529
Sandspoint Apartments         16,990       8,535     5-30 yrs    S/L         2,656
Vinings Peak Apartments       16,155       8,328     5-30 yrs    S/L         3,092
Plantation Crossing
  Apartments                   9,922       5,192     5-30 yrs    S/L         1,866
Sunrunner Apartments           7,913       4,420     5-30 yrs    S/L         1,422
McMillan Place                14,775       7,028     5-30 yrs    S/L         4,142
  Apartments
Misty Woods Apartments         8,503       4,498     5-30 yrs    S/L         1,746
                            $102,501     $52,735                           $19,513
</TABLE>

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

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               2001          Rate     Amortized     Date     Maturity (3)
                           (in thousands)                                    (in thousands)

<S>                            <C>           <C>        <C>        <C>   <C>     <C>
Wood Lake Apartments           $ 6,963       7.50%      25 yrs     01/01/03      $ 6,792
Greenspoint Apartments           8,431       8.33%      30 yrs     05/15/05        7,988
Sandspoint Apartments            9,364       8.33%      30 yrs     05/15/05        8,874
Vinings Peak Apartments          8,087       7.50%      25 yrs     01/01/03        7,888
Plantation Crossing
  Apartments                     4,718       7.50%      25 yrs     01/01/03        4,602
Sunrunner Apartments             4,623       7.06%      20 yrs     09/01/21           --
McMillan Place Apartments
  1st Mortgage                  10,002       9.15%        (1)      10/31/02       10,002
  2nd Mortgage                   2,119       9.15%        (2)      10/31/02        2,101
Misty Woods Apartments           5,113       7.88%      30 yrs     01/01/06        4,777
                               $59,420                                           $53,024
</TABLE>

(1)   Interest only.

(2)   Interest  only,  principal  balance  due at  maturity  is net of  mortgage
      premium of approximately $18,000.

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

On August 31, 2001 the  Partnership  refinanced  the  mortgage  note payable for
Sunrunner Apartments.  The refinancing of Sunrunner Apartments replaced mortgage
indebtedness of approximately $3,250,000 with a new mortgage of $4,650,000.  The
mortgage was  refinanced at a rate of 7.06% compared to the prior rate of 7.33%.
Payments of  approximately  $36,000 are due on the first day of each month until
the note matures in September 2021. At the closing,  a repair escrow of $125,000
was  established and is held by the lender.  Capitalized  loan costs incurred on
the  refinancing  were  approximately   $185,000.   The  Partnership  wrote  off
unamortized   loan  costs   resulting   in  an   extraordinary   loss  on  early
extinguishment of debt of approximately $39,000.

Rental Rate and Occupancy

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

                                            Average Annual              Average
                                             Rental Rates              Occupancy
                                              (per unit)
Property                                  2001          2000         2001      2000
<S>                  <C>                 <C>           <C>           <C>        <C>
Wood Lake Apartments (1)                 $10,329       $9,915        92%        95%
Greenspoint Apartments                     8,316        8,272        94%        94%
Sandspoint Apartments                      7,374        7,281        95%        93%
Vinings Peak Apartments (2)                9,696        9,318        91%        95%
Plantation Crossing Apartments (3)         9,307        9,100        89%        95%
Sunrunner Apartments                       7,377        7,144        96%        97%
McMillan Place Apartments                  6,940        6,820        96%        96%
Misty Woods Apartments                     7,332        7,120        92%        93%
</TABLE>

(1)   The Managing General Partner  attributes the decrease in occupancy at Wood
      Lake Apartments to a softening market in the area.

(2)   The  Managing  General  Partner  attributes  the  decrease in occupancy at
      Vinings Peak Apartments to 10 units being damaged due to a fire on May 18,
      2001. These units were not ready for occupancy until January 2002.

(3)   The  Managing  General  Partner  attributes  the  decrease in occupancy at
      Plantation  Crossing  Apartments to numerous  evictions during the current
      year.  Management  is  evicting  tenants  who are not  complying  with the
      collection policy in an effort to improve the tenant base.

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 2001 for each property were:

                                                 2001            2001
                                                Billing          Rate
                                            (in thousands)
Wood Lake Apartments                             $150            3.00%
Greenspoint Apartments                            147            1.23%
Sandspoint Apartments                             191            1.29%
Vinings Peak Apartments                           187            3.00%
Plantation Crossing Apartments                     82            2.70%
Sunrunner Apartments                              143            2.37%
McMillan Place Apartments                         363            2.73%
Misty Woods Apartments                             92            1.32%

Capital Improvements

Sunrunner Apartments

During the year ended December 31, 2001, the Partnership completed approximately
$151,000 of capital  improvements  consisting  primarily  of roof  replacements,
exterior  painting,  floor  covering and appliance  replacements  and structural
enhancements.  These  improvements  were funded from  Partnership  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 $60,000.  Additional improvements
may be considered  and will depend on the physical  condition of the property as
well  as  Partnership  reserves  and  anticipated  cash  flow  generated  by the
property.

Misty Woods Apartments

During the year ended December 31, 2001, the Partnership completed approximately
$148,000 of capital  improvements  consisting  primarily  of floor  covering and
appliance  replacement,  lighting and parking lot improvements,  wall coverings,
and  interior  decoration.  These  improvements  were  funded  from  Partnership
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 Partnership  reserves and anticipated cash flow generated by
the property.

McMillian Place Apartments

During the year ended December 31, 2001, the Partnership completed approximately
$213,000  of  capital   improvements   consisting  primarily  of  swimming  pool
improvements,   wall  coverings,  floor  covering  and  appliance  replacements,
interior decoration, building improvements, and water heater replacements. These
improvements  were funded from  Partnership  reserves,  operating  cash flow and
insurance  proceeds.   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  Partnership  reserves  and  anticipated  cash  flow  generated  by the
property.

Vinings Peak Apartments

During the year ended December 31, 2001, the Partnership completed approximately
$798,000 of capital  improvements  consisting  primarily  of land  improvements,
structural  improvements,   other  building  improvements,  floor  covering  and
appliance  replacements,  signage,  interior design, air conditioning  upgrades,
office computers, water heaters, and recreational facilities 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 $84,000.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as Partnership  reserves and anticipated  cash
flow generated by the property.

Wood Lake Apartments

During the year ended December 31, 2001, the Partnership completed approximately
$193,000 of capital  improvements  consisting  primarily  of  signage,  interior
design, other building improvements,  floor covering and appliance replacements,
water heaters, roof replacement,  and plumbing 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 Partnership  reserves and anticipated cash flow generated by
the property.

Plantation Crossing Apartments

During the year ended December 31, 2001, the Partnership completed approximately
$191,000  of  capital  improvements   consisting  primarily  of  other  building
improvements,  plumbing and structural  improvements,  wall coverings, and floor
covering  and  appliance  replacements.  These  improvements  were  funded  from
Partnership  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 $54,000.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as Partnership  reserves and anticipated  cash
flow generated by the property.

Greenspoint Apartments

During the year ended December 31, 2001, the Partnership completed approximately
$238,000 of capital improvements  consisting primarily of plumbing improvements,
air conditioning,  floor covering and appliance replacements, major landscaping,
and parking lot  enhancements.  These  improvements were funded from Partnership
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  $100,800.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as Partnership  reserves and anticipated cash flow generated by
the property.

Sandspoint Apartments

During the year ended December 31, 2001, the Partnership completed approximately
$190,000   of  capital   improvements   consisting   primarily   of   structural
improvements,  air conditioning units,  plumbing  enhancements,  ground lighting
enhancements,  roof replacements, and floor covering and appliance replacements.
These  improvements  were funded from  Partnership  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  $129,600.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
Partnership 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. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

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

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

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

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

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

                                     PART II

Item 5.     Market for the  Partnership's  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 had 89,292
units outstanding held by 4,104 limited partners of record at December 31, 2001.
Affiliates of the Managing  General  Partner owned  50,206.66 units or 56.23% at
December 31, 2001. 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, 2000 and 2001 (see "Item 6. Management's Discussion and
Analysis or Plan of Operation" for further details):

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)
       01/01/00 - 12/31/00             $ 3,971 (1)            $39.22
       01/01/01 - 12/31/01               3,864 (2)             39.37

(1)   Consists entirely of cash from operations.

(2)   Consists of $2,769,000 of cash from  operations  and  $1,095,000  from the
      refinancing of Sunrunner 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  cash  available for
distribution is reviewed on a monthly basis.  The Partnership is restricted from
distributing cash from operations of McMillan Place Apartments as a condition of
the modification of the property's  mortgage in 1998. There can be no assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after  required  capital  expenditures  to permit further  distributions  to its
partners in 2002 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 50,206.66 limited partnership units
in the Partnership  representing 56.23% of the outstanding units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  56.23% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  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 its
affiliation with the Managing General  Partner.  However,  IPLP, an affiliate of
the Managing  General  Partner,  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 or AIMCO's right to vote its Units.

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  matters,  does not  take  into
account the effects of any changes to the  Registrant's  business and results of
operation.  Accordingly,  actual  results  could  differ  materially  from those
projected in the forward-looking  statements as a result of a number of factors,
including those identified herein.

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

Results of Operations

The Partnership  realized net income of approximately  $1,376,000 and $1,631,000
for the years ended  December 31, 2001 and 2000,  respectively.  The decrease in
net income is attributed to an increase in total  expenses and an  extraordinary
loss on early  extinguishment  of debt, offset by an increase in total revenues.
Excluding the extraordinary loss on early extinguishment of debt, income for the
years  ended  December  31,  2001  and  2000 was  approximately  $1,415,000  and
$1,631,000,   respectively.   The  increase  in  total   expenses  is  primarily
attributable  to  an  increase  in  operating,  depreciation,  and  general  and
administrative expenses, partially offset by a decrease in interest expense. The
increase  in  operating  expenses  is the  result of an  increase  in  insurance
premiums and property expenses at several of the investment properties. Property
expense increased at several properties due to increased utility costs. Property
expense  also  increased  due to an increase in  employee  salaries  and related
benefits at several of the  Partnership's  investment  properties.  Depreciation
expense increased due to the addition of property  improvements and replacements
that were  placed in  service  during the past  twelve  months and are now being
depreciated.  Interest expense decreased due to the scheduled principal payments
made on the mortgages encumbering the investment properties.

The  increase  in general  and  administrative  expense is  primarily  due to an
increase in professional  fees partially offset by a decrease in legal expenses.
Also  included in general and  administrative  expense at both December 31, 2001
and 2000 are costs associated with the quarterly and annual  communications with
investors and regulatory agencies.

Total revenues increased slightly for the year ended December 31, 2001 primarily
due to a casualty gain as discussed  below and an increase in other income which
were partially offset by a decrease in rental income. Other income increased due
to the collection of utility  reimbursements  and late charges being enforced at
several of the investment properties.  Rental income decreased due to a decrease
in  occupancy  and  increased  concessions  at  several  properties  which  were
partially  offset by an  increase  in  average  rental  rates at all  investment
properties.

In February 2000, one of the Partnership's investment properties, McMillan Place
Apartments,  incurred damages to its buildings as a result of a hail storm. As a
result of the damage,  approximately  $142,000 of fixed assets and approximately
$75,000 of  accumulated  depreciation  were written off resulting in a net write
off of approximately  $67,000. The property received  approximately  $223,000 in
proceeds from the insurance  company to repair the damaged units.  For financial
statement purposes, a casualty gain of approximately  $156,000 was recognized as
a result of the difference  between the proceeds received and the net book value
of the buildings which were damaged.

In May  2001,  one of the  Partnership's  investment  properties,  Vinings  Peak
Apartments, incurred damage to approximately 10 units as a result of a fire. The
estimated  damages to the  property  are  approximately  $465,000.  Although the
repairs are not yet complete, the Partnership does not expect to incur a loss.

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,  2001,  the  Registrant  had  cash  and  cash  equivalents  of
approximately $1,645,000 as compared to approximately $2,172,000 at December 31,
2000. For the year ended December 31, 2001, cash and cash equivalents  decreased
approximately  $527,000 from the Registrant's  year ended December 31, 2000. The
decrease in cash and cash equivalents is due to approximately $3,644,000 of cash
used in  financing  activities  and  approximately  $1,749,000  of cash  used in
investing  activities  which was largely offset by  approximately  $4,866,000 of
cash  provided by operating  activities.  Net cash used in financing  activities
consisted  primarily of  distributions  to the partners,  payoff of the mortgage
encumbering Sunrunner Apartments, new loan costs associated with the refinancing
of  Sunrunner  Apartments  and  payments  of  principal  made  on the  mortgages
encumbering the Registrant's  properties partially offset by the proceeds of the
new mortgage note on Sunrunner Apartments. Net cash used in investing activities
consisted  of  capital   improvements  and  replacements  and  net  deposits  to
restricted  escrows  maintained  by the  mortgage  lenders  partially  offset by
insurance proceeds received for hail storm damages at McMillan Place Apartments.
The  Partnership  invests its  working  capital  reserves  in  interest  bearing
accounts.

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

In  connection  with the  January  29,  1998  modification  of the  terms of the
mortgages  encumbering  McMillan Place  Apartments,  the first mortgage requires
additional interest to be paid upon maturity at October 31, 2002 equal to 50% of
the increase in the  appreciated  fair market value of the  property,  which was
stipulated as $12,860,000 at the time of the restructuring. At December 31, 2001
the Managing  General  Partner  estimated that there had been an increase in the
fair market value of McMillan Place Apartments to  approximately  $13,900,000 at
December 31, 2001. Accordingly,  the financial statements reflect a liability of
$500,000 at December 31, 2001 included in other  liabilities to account for this
estimated  additional  interest.  This  liability  consists of $250,000 that was
recorded  during each year ended  December  31, 2001 and 2000 and is included in
interest expense.

On August 31, 2001 the  Partnership  refinanced  the  mortgage  note payable for
Sunrunner Apartments.  The refinancing of Sunrunner Apartments replaced mortgage
indebtedness of approximately $3,250,000 with a new mortgage of $4,650,000.  The
mortgage was  refinanced at a rate of 7.06% compared to the prior rate of 7.33%.
Payments of  approximately  $36,000 are due on the first day of each month until
the note matures in September 2021. At the closing,  a repair escrow of $125,000
was  established and is held by the lender.  Capitalized  loan costs incurred on
the  refinancing  were  approximately   $185,000.   The  Partnership  wrote  off
unamortized   loan  costs   resulting   in  an   extraordinary   loss  on  early
extinguishment of debt of approximately $39,000.

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 $59,420,000 is amortized over varying periods with
required  balloon  payments  ranging from October  2002 to September  2021.  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.

Pursuant to the Partnership Agreement,  the term of the Partnership is scheduled
to expire on December 31, 2007. Accordingly,  prior to such date the Partnership
will need to either  sell its  investment  properties  or extend the term of the
Partnership.  If the Partnership is unable to extend its term, the ultimate sale
price of the investment properties may be adversely affected.

While the Registrant is prohibited from making  distributions from operations of
McMillan  Place,  the  Registrant  is permitted to make  distributions  from the
operations of the  Registrant's  other  investment  properties.  During the year
ended December 31, 2001, the Partnership  distributed  approximately  $2,769,000
(approximately  $2,442,000  to  the  limited  partners  or  $27.35  per  limited
partnership  unit) from operations and approximately  $1,095,000  (approximately
$1,073,000 to the limited partners or $12.02 per limited  partnership unit) from
the proceeds of refinancing Sunrunner Apartments. During the year ended December
31, 2000 the Partnership  distributed  approximately  $3,971,000  (approximately
$3,502,000 to the limited partners or $39.22 per limited  partnership unit) from
operations.  The Partnership's  cash available for distribution is reviewed on a
monthly basis.  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.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 50,206.66 limited partnership units
in the Partnership  representing 56.23% of the outstanding units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  56.23% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  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 its
affiliation with the Managing General  Partner.  However,  IPLP, an affiliate of
the Managing  General  Partner,  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 or AIMCO's right to vote its Units.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting Standards Board issued SFAS No. 144,
"Accounting  for the  Impairment or Disposal of Long-Lived  Assets".  SFAS No.
144 provides  accounting  guidance for financial  accounting and reporting for
the impairment or disposal of long-lived assets.  SFAS No. 144 supersedes SFAS
No.  121,  "Accounting  for  the  Impairment  of  Long-Lived  Assets  and  for
Long-Lived  Assets to be Disposed  Of".  SFAS No. 144 is effective  for fiscal
years  beginning  after December 15, 2001. The Managing  General  Partner does
not anticipate  that its adoption will have a material effect on the financial
position or results of operations of the Partnership.

Item 7.     Financial Statements


CENTURY PROPERTIES FUND XIX

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2001

      Consolidated  Statements of  Operations - Years ended  December 31, 2001
      and 2000

      Consolidated  Statement of Changes in Partners'  (Deficit) Capital - Years
      ended December 31, 2001 and 2000

      Consolidated  Statements  of Cash Flows - Years ended  December 31, 2001
      and 2000

      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,  2001,  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, 2001. These financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the consolidated financial position of Century Properties
Fund XIX at December 31, 2001,  and the  consolidated  results of its operations
and its cash flows for each of the two years in the period  ended  December  31,
2001, in conformity with accounting  principles generally accepted in the United
States.


                                                          /s/ERNST & YOUNG LLP



Greenville, South Carolina
February 15, 2002


<PAGE>



                           CENTURY PROPERTIES FUND XIX

                           CONSOLIDATED BALANCE SHEET
                       (in thousands, except unit data)

                                December 31, 2001

<TABLE>
<CAPTION>

Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $  1,645
   Receivables and deposits                                                    1,014
   Restricted escrows                                                            169
   Other assets                                                                  563
   Investment properties (Notes B and F):
     Land                                                     $ 11,635
     Buildings and related personal property                    90,866
                                                               102,501
     Less accumulated depreciation                             (52,735)       49,766
                                                                            $ 53,157

Liabilities and Partners' (Deficit) Capital

Liabilities
   Accounts payable                                                          $ 595
   Tenant security deposit payable                                               300
   Accrued property taxes                                                        628
   Due to former affiliate                                                       270
   Other liabilities                                                           1,107
   Mortgage notes payable (Note B)                                            59,420

Partners' (Deficit) Capital
   General partner                                            $ (9,718)
   Limited partners (89,292 units issued and
      and outstanding)                                             555        (9,163)
                                                                            $ 53,157

        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                           CENTURY PROPERTIES FUND XIX

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       (in thousands, except unit data)

<TABLE>
<CAPTION>

                                                               Years Ended December 31,
                                                                   2001         2000
Revenues:
<S>                                                               <C>          <C>
  Rental income                                                   $16,503      $16,545
  Other income                                                      1,330          930
  Casualty gain (Note G)                                              156           --
      Total revenues                                               17,989       17,475

Expenses:
  Operating                                                         6,197        5,707
  General and administrative                                          510          360
  Depreciation                                                      3,476        3,319
  Interest                                                          5,013        5,087
  Property taxes                                                    1,378        1,371
      Total expenses                                               16,574       15,844

Income before extraordinary loss on early extinguishment
  of debt                                                           1,415        1,631
Extraordinary loss on early extinguishment of debt (Note B)           (39)          --

Net income                                                        $ 1,376      $ 1,631

Net income allocated to general partner                            $ 163        $ 192

Net income allocated to limited partners                            1,213        1,439

                                                                  $ 1,376      $ 1,631

Net income per limited partnership unit:
  Income before extraordinary item                                $ 13.97      $ 16.12
  Extraordinary loss on early extinguishment of debt                (0.39)          --

Net income                                                        $ 13.58      $ 16.12

Distribution per limited partnership unit                         $ 39.37      $ 39.22

        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                           CENTURY PROPERTIES FUND XIX

        CONSOLIDATED STATEMENTS 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, 1999                       89,292      $(9,255)    $ 4,920    $(4,335)

Distribution paid to partners                 --         (469)     (3,502)    (3,971)

Net income for the year ended
  December 31, 2000                           --          192       1,439      1,631

Partners' (deficit) capital at
  December 31, 2000                       89,292       (9,532)      2,857     (6,675)

Distribution paid to partners                 --         (349)     (3,515)    (3,864)

Net income for the year ended
  December 31, 2001                           --          163       1,213      1,376

Partners' (deficit) capital at
  December 31, 2001                       89,292      $(9,718)     $ 555     $(9,163)

        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                           CENTURY PROPERTIES FUND XIX

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands)
<TABLE>
<CAPTION>

                                                                 Years Ended December 31,
                                                                     2001         2000
Cash flows from operating activities:
<S>                                                                 <C>          <C>
  Net income                                                        $ 1,376      $ 1,631
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Casualty gain                                                     (156)          --
     Extraordinary loss on early extinguishment of debt                  39           --
     Depreciation                                                     3,476        3,319
     Amortization of loan costs and discount                             95           98
     Change in accounts:
       Receivables and deposits                                        (118)          58
       Other assets                                                      22          (41)
       Accounts payable                                                  32           58
       Tenant security deposit payable                                  (18)           8
       Accrued property taxes                                           113          (48)
       Other liabilities                                                  5          465
          Net cash provided by operating activities                   4,866        5,548

Cash flows from investing activities:
  Property improvements and replacements                             (1,929)      (1,799)
  Net insurance proceeds received                                       223           --
  Net (deposits to) withdrawals from restricted escrows                 (43)         194
          Net cash used in investing activities                      (1,749)      (1,605)

Cash flows from financing activities:
  Proceeds from long term borrowing                                   4,650           --
  Repayment of mortgage note payable                                 (3,250)          --
  Loan cost paid                                                       (185)          --
  Payments on mortgage notes payable                                   (995)        (700)
  Distribution to partners                                           (3,864)      (3,971)
          Net cash used in financing activities                      (3,644)      (4,671)

Net decrease in cash and cash equivalents                              (527)        (728)
Cash and cash equivalents at beginning of the year                    2,172        2,900
Cash and cash equivalents at end of year                            $ 1,645      $ 2,172

Supplemental disclosure of cash flow information:
  Cash paid for interest                                            $ 4,417      $ 4,991
Supplemental information of non-cash activity:
  Property improvements and replacements in accounts
   payable                                                           $ 325        $ 132

        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                           CENTURY PROPERTIES FUND XIX

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2001


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 acquire, operate and ultimately
sell residential  apartment complexes.  As of December 31, 2001, 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"),  a
publicly  traded real estate  investment  trust.  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% interest. All significant inter-entity 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.

Cash and Cash Equivalents

Includes  cash on hand and in  banks.  At  certain  times,  the  amount  of cash
deposited  at a bank may  exceed the limit on insured  deposits.  Cash  balances
include approximately $1,516,000 at December 31, 2001 that are maintained by the
affiliated   management  company  on  behalf  of  affiliated  entities  in  cash
concentration accounts.

Reserve Account

As a  condition  of  refinancing  the debt of  Sunrunner  and Misty  Woods,  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, 2001, is approximately $169,000, 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 his or her
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 Financial  Accounting  Statements Board Statement 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 apartment
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, 2001 or 2000. See "Recent  Accounting  Pronouncements"
below.

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 18 years for additions  after March 15, 1984 and before May 9, 1985, and 19
years for additions  after May 8, 1985,  and before January 1, 1987. As a result
of the Tax Reform Act of 1986,  for  additions  after  December  31,  1986,  the
modified  accelerated  cost recovery method is used for depreciation of (1) real
property over 27 1/2 years and (2) personal property additions over 5 years.

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 $311,000 and $274,000 for the years ended December 31, 2001 and
2000, respectively, were charged to operating expense as incurred.

Loan Costs

Loan costs of  approximately  $1,120,000  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,  2001,
accumulated  amortization is approximately $712,000.  Amortization of loan costs
is included in interest expense.

Segment Reporting

Statement of Financial  Accounting Standards ("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 established  standards for related disclosures about products and services,
geographic  areas,  and  major  customers.  As  defined  in SFAS  No.  131,  the
Partnership has only one reportable segment. Moreover, due to the very nature of
the  Partnership's  operations,  the  Managing  General  Partner  believes  that
segment-based disclosures will not result in a more meaningful presentation than
the consolidated financial statements as presently presented.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting Standards Board issued SFAS No. 144,
"Accounting  for the  Impairment or Disposal of Long-Lived  Assets".  SFAS No.
144 provides  accounting  guidance for financial  accounting and reporting for
the impairment or disposal of long-lived assets.  SFAS No. 144 supersedes SFAS
No.  121,  "Accounting  for  the  Impairment  of  Long-Lived  Assets  and  for
Long-Lived  Assets to be Disposed  Of".  SFAS No. 144 is effective  for fiscal
years  beginning  after December 15, 2001. The Managing  General  Partner does
not anticipate  that its adoption will have a material effect on the financial
position or results of operations of the Partnership.

Note B - Mortgage Notes Payable
<TABLE>
<CAPTION>

                             Principal     Monthly                            Principal
                            Balance At     Payment      Stated                 Balance
                           December 31,   Including    Interest  Maturity       Due At
         Property              2001        Interest      Rate      Date        Maturity
                                 (in thousands)                             (in thousands)
<S>                           <C>          <C>          <C>      <C>   <C>     <C>
Wood Lake Apartments          $ 6,963      $ 57         7.50%    01/01/03      $ 6,792
Greenspoint Apartments          8,431        68         8.33%    05/15/05        7,988
Sandspoint Apartments           9,364        76         8.33%    05/15/05        8,874
Vinings Peak Apartments         8,087        67         7.50%    01/01/03        7,888
Plantation Crossing
  Apartments                    4,718        39         7.50%    01/01/03        4,602
Sunrunner Apartments            4,623        36         7.06%    09/01/21           --
McMillan Place Apartments
   1st Mortgage                10,002        78 (1)     9.15%    10/31/02       10,002
   2nd Mortgage                 2,119        -- (2)     9.15%    10/31/02        2,101
Misty Woods Apartments          5,113        40         7.88%    01/01/06        4,777
                              $59,420      $461                                $53,024
</TABLE>

(1)   Payments are interest only.

(2)   Payments are interest  only,  principal  balance due at maturity is net of
      mortgage premium of approximately $18,000.

On August 31, 2001 the  Partnership  refinanced  the  mortgage  note payable for
Sunrunner Apartments.  The refinancing of Sunrunner Apartments replaced mortgage
indebtedness of approximately $3,250,000 with a new mortgage of $4,650,000.  The
mortgage was  refinanced at a rate of 7.06% compared to the prior rate of 7.33%.
Payments of  approximately  $36,000 are due on the first day of each month until
the note matures in September 2021. At the closing,  a repair escrow of $125,000
was  established and is held by the lender.  Capitalized  loan costs incurred on
the  refinancing  were  approximately   $185,000.   The  Partnership  wrote  off
unamortized   loan  costs   resulting   in  an   extraordinary   loss  on  early
extinguishment of debt of approximately $39,000.

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.  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  Place,  which was
stipulated as $12,860,000 at the time of  restructuring,  as defined in the note
agreement.  At December 31, 2001 the Managing  General  Partner  estimated  that
there  had been an  increase  in the fair  market  value of  McMillan  Place and
accordingly  a liability  for $500,000  was  recorded at December 31, 2001.  The
second mortgage balance of approximately  $2,119,000  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  $1,319,000.  The  interest  bearing
portion has a stated  interest  rate of 9.15%.  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. In connection with the modification, a
former affiliate  advanced $270,000 to the Partnership.  This amount was used as
part of the payment of accrued interest on the second mortgage.  This advance is
due upon sale and/or refinancing of the property.

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, 2001, are as follows (in thousands):

                               2002        $13,045
                               2003         19,758
                               2004            514
                               2005         17,200
                               2006          4,926
                            Thereafter       3,977
                                           $59,420

Note C - Distributions

During  the  year  ended   December  31,  2001,  the   Partnership   distributed
approximately  $2,769,000  (approximately  $2,442,000 to the limited partners or
$27.35  per  limited   partnership   unit)  from  operations  and  approximately
$1,095,000  (approximately  $1,073,000  to the  limited  partners  or $12.02 per
limited partnership unit) from the proceeds of refinancing Sunrunner Apartments.
During  the  year  ended   December  31,  2000,  the   Partnership   distributed
approximately  $3,971,000  (approximately  $3,502,000  to the limited  partners,
$39.22 per limited partnership unit) from operations.

Note D - 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):

                                                           2001         2000
Net income as reported                                    $ 1,376     $ 1,631
Add (deduct):
   Depreciation differences                                   167        (152)
   Other                                                      195         305
   Unearned income                                            (71)         56
Federal taxable income                                    $ 1,667     $ 1,840
Federal taxable income per limited partnership unit       $ 16.46     $ 18.18

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

                                                  2001

Net liabilities as reported                     $ (9,163)
Land and buildings                                (4,940)
Accumulated depreciation                         (25,313)
Syndication and distribution costs                 4,451
Unearned income                                      306
Other                                                743
Deferred Sales Commission                          7,947

Net liabilities - Federal tax basis             $(25,969)

Note E - Transactions with Affiliated Parties

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

The following  payments to the Managing  General Partner and its affiliates were
incurred during the years ended December 31, 2001 and 2000:

                                                      2001         2000
                                                       (in thousands)
Property management fees (included in
  operating expense)                                  $969         $889
Reimbursement for services of affiliates,
  (included in investment properties and
  operating, general and administrative
  expenses)                                            166          213
Partnership management fee (included in
  general partner distributions)                       277          397
Loan costs (included in other assets)                   47           --

During the years ended  December 31, 2001 and 2000,  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  $969,000 and
$889,000 for the years ended December 31, 2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $166,000 and
$213,000 for the years ended December 31, 2001 and 2000, 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 $277,000 and $397,000 in Partnership management fees
were paid along with the  distributions  from  operations  made during the years
ended December 31, 2001 and 2000, respectively.

During the year ended  December 31, 2001, the  Partnership  paid an affiliate of
the Managing  General Partner  approximately  $47,000 for loan costs  associated
with the refinancing of Sunrunner Apartments.

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.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General Partner.  During the year ended December
31, 2001, the Partnership paid AIMCO and its affiliates  approximately  $136,000
for insurance coverage and fees associated with policy claims administration.

During the year ended  December 31, 2001,  an affiliate of the Managing  General
Partner paid approximately  $284,000 in costs associated with repairs on Vinings
Peak Apartments. This amount is included in accounts payable on the consolidated
balance sheet.  Vinings Peak  Apartments  will reimburse the affiliate for these
costs.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 50,206.66 limited partnership units
in the Partnership  representing 56.23% of the outstanding units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  56.23% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  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 its
affiliation with the Managing General Partner.

However, IPLP, an affiliate of the Managing General Partner, 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.

Note F - 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 Apartments             $ 6,963        $ 1,206       $10,980         $ 1,361
Greenspoint Apartments             8,431          2,165        11,199           1,332
Sandspoint Apartments              9,364          2,124        13,158           1,708
Vinings Peak Apartments            8,087          1,632        12,321           2,202
Plantation Crossing
  Apartments                       4,718          1,062         7,576           1,284
Sunrunner Apartments               4,623            634         6,485             794
McMillan Place Apartments         12,121          2,399        10,826           1,550
Misty Woods Apartments             5,113            429         6,846           1,228
                                 $59,420        $11,651       $79,391         $11,459
</TABLE>

<TABLE>
<CAPTION>

                        Gross Amount At Which Carried
                            At December 31, 2001
                               (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 Apartments  $ 1,206     $12,341     $13,547      $ 7,501      1983    12/83    5-30 yrs
Greenspoint
  Apartments            2,140      12,556      14,696        7,233      1984     2/84    5-30 yrs
Sandspoint              2,147      14,843      16,990        8,535      1984     2/84    5-30 yrs
Apartments
Vinings Peak
  Apartments            1,632      14,523      16,155        8,328      1982     4/84    5-30 yrs
Plantation
Crossing
  Apartments            1,062       8,860       9,922        5,192      1980     6/84    5-30 yrs
Sunrunner                 587       7,326       7,913        4,420      1981     7/84    5-30 yrs
Apartments
McMillan Place
  Apartments            2,427      12,348      14,775        7,028      1985     6/85    5-30 yrs
Misty Woods
  Apartments              434       8,069       8,503        4,498      1985     6/85    5-30 yrs
                      $11,635     $90,866     $102,501     $52,735
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

                                              Years Ended December 31,
                                                 2001          2000
                                                   (in thousands)
Investment Properties
Balance at beginning of year                   $100,521      $ 98,755
  Property improvements                           2,122         1,766
  Disposal of assets                               (142)           --
Balance at end of year                         $102,501      $100,521

Accumulated Depreciation
Balance at beginning of year                   $ 49,334      $ 46,015
  Additions charged to expense                    3,476         3,319
  Disposal of assets                                (75)           --
Balance at end of year                         $ 52,735      $ 49,334

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2001 and 2000,  is  approximately  $97,561,000  and  $95,662,000,
respectively.  The accumulated  depreciation  for Federal income tax purposes at
December  31,  2001 and 2000,  is  approximately  $78,048,000  and  $74,739,000,
respectively.

In February 2000, one of the Partnership's investment properties, McMillan Place
Apartments,  incurred damages to its buildings as a result of a hail storm. As a
result of the damage,  approximately  $142,000 of fixed assets and approximately
$75,000 of  accumulated  depreciation  were written off resulting in a net write
off of approximately  $67,000. The property received  approximately  $223,000 in
proceeds from the insurance  company to repair the damaged units.  For financial
statement purposes, a casualty gain of approximately  $156,000 was recognized as
a result of the difference  between the proceeds received and the net book value
of the buildings which were damaged.

In May  2001,  one of the  Partnership's  investment  properties,  Vinings  Peak
Apartments, incurred damage to approximately 10 units as a result of a fire. The
estimated  damages to the  property  are  approximately  $465,000.  Although the
repairs are not yet complete, the Partnership does not expect to incur a loss.

Note H - Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

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

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

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

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

            None.

                                    PART III

Item 9.     Directors,  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          44    Executive Vice President and Director

   Martha L. Long           42    Senior Vice President and Controller

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

Martha L. Long has been Senior Vice  President  and  Controller  of the Managing
General  Partner 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.

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

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

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

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

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements of the  Partnership  for the current
fiscal year. Fees for the last fiscal year were audit services of  approximately
$80,000  and  non-audit  services  (principally  tax-related)  of  approximately
$41,000.

Item 10.    Executive Compensation

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

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, 2001.


   Entity                                Number of Units   Percent of Total

   Insignia Properties, L.P.                25,228.66            28.26%
     (an affiliate of AIMCO)
   Fox Capital Management Corporation          100.00             0.11%
     (an affiliate of AIMCO)
   IPLP Acquisition I, LLC                   4,892.00             5.48%
     (an affiliate of AIMCO)
   AIMCO Properties, LP                     19,986.00            22.38%
     (an affiliate of AIMCO)

Insignia Properties, LP, Fox Capital Management Corporation 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 50,206.66  limited  partnership  units,  AIMCO,
through its affiliates, could be in a position to 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  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.

The following  payments to the Managing  General Partner and its affiliates were
incurred during the years ended December 31, 2001 and 2000:

                                                      2001         2000
                                                       (in thousands)

Property management fees                              $969         $889
Reimbursement for services of affiliates               166          213
Partnership management fee                             277          397
Loan costs                                              47           --

During the years ended  December 31, 2001 and 2000,  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  $969,000 and
$889,000 for the years ended December 31, 2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $166,000 and
$213,000 for the years ended December 31, 2001 and 2000, 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 $277,000 and $397,000 in Partnership management fees
were paid along with the  distributions  from  operations  made during the years
ended December 31, 2001 and 2000, respectively.

During the year ended  December 31, 2001, the  Partnership  paid an affiliate of
the Managing  General Partner  approximately  $47,000 for loan costs  associated
with the refinancing of Sunrunner Apartments.

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.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General Partner.  During the year ended December
31, 2001, the Partnership paid AIMCO and its affiliates  approximately  $136,000
for insurance coverage and fees associated with policy claims administration.

During the year ended  December 31, 2001,  an affiliate of the Managing  General
Partner paid approximately  $284,000 in costs associated with repairs on Vinings
Peak Apartments. This amount is included in accounts payable on the consolidated
balance sheet.  Vinings Peak  Apartments  will reimburse the affiliate for these
costs.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 50,206.66 limited partnership units
in the Partnership  representing 56.23% of the outstanding units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  56.23% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  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 its
affiliation with the Managing General  Partner.  However,  IPLP, an affiliate of
the Managing  General  Partner,  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 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            None.

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

            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 December 31, 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  December  31,
                  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
                  December 31, 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
                  December 31, 1994.

      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.

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

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

      10.12       Multifamily Note dated August 30, 2001 between GMAC Commercial
                  Mortgage  Corporation and Century  Properties Fund XIX for the
                  refinance of Sunrunner Apartments.

      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.