UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                 For the fiscal year ended December 31, 2004

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

             For the transition period from _________to _________

                         Commission file number 0-11935

                           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
                                  United States
                    (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.  $11,555,000

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, 2004. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.     Description of Business

Century Properties Fund 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 term of the Partnership is scheduled to expire on
December 31, 2024.

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 Partnership 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, 1994 and 2003. In addition,  one property was foreclosed on in
1993.  See  "Item  2.  Description  of  Properties"  for a  description  of  the
Partnership's  remaining seven properties,  including one property shown as held
for sale.  The  Partnership  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 Partnership  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  provided such
property management services for the years ended December 31, 2004 and 2003.

Risk Factors

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

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

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

From time to time, the Federal Bureau of  Investigation,  or FBI, and the United
States  Department  of  Homeland  Security  issue  alerts  regarding   potential
terrorist threats  involving  apartment  buildings.  Threats of future terrorist
attacks,  such as those  announced  by the FBI and the  Department  of  Homeland
Security,  could  have a  negative  effect on rent and  occupancy  levels at the
Partnership's properties. The effect that future terrorist activities or threats
of such activities could have on the  Partnership's  operations is uncertain and
unpredictable. If the Partnership were to incur a loss at a property as a result
of an act of  terrorism,  the  Partnership  could  lose all or a portion  of the
capital  invested  in the  property,  as well as the  future  revenue  from  the
property.  In this regard, the Partnership has purchased insurance to cover acts
of terrorism.  The Managing General Partner does not anticipate that these costs
will  have  a  negative  effect  on  the  Partnership's  consolidated  financial
condition or results of operations.

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

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

(1)   The Managing  General  Partner  intends to sell this  property  within one
      year. In accordance with Statement of Financial  Accounting  Standards No.
      144, the assets and  liabilities  of the property have been  classified as
      held for sale at December 31, 2004 and the operations of the property have
      been shown as (loss)  income from  discontinued  operations  for the years
      ended December 31, 2004 and 2003.

In August 2003, the Partnership sold McMillan Place Apartments to a third party,
for net proceeds of  approximately  $13,249,000  after payment of closing costs.
The Partnership used  approximately  $9,128,000 of the net proceeds to repay the
mortgage  encumbering  the  property  and  to  pay  approximately   $210,000  in
contingent  interest due to the lender.  Contingent  interest was required to be
paid  upon  the  sale  of the  property  equal  to 50%  of the  increase  in the
appreciated  fair market value of the property  above the  stipulated  amount of
$12,860,000.  The Partnership had previously accrued approximately  $920,000 for
this  contingent  interest.  The over accrued  contingent  interest was reversed
against interest expense during the year ended December 31, 2003 and is included
in (loss) income from discontinued  operations.  The Partnership realized a gain
of approximately  $6,013,000 as a result of the sale. The property's  operations
are shown as (loss) income from discontinued  operations and include revenues of
approximately  $1,594,000 for the year ended December 31, 2003. In addition, the
Partnership  recorded a loss on early  extinguishment  of debt of  approximately
$5,000 as a result of  unamortized  loan costs being written off. This amount is
included in (loss) income from discontinued operations.

Schedule of Properties

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

                             Gross                                   Method
                            Carrying   Accumulated  Depreciable        Of          Federal
Property                     Value    Depreciation      Life      Depreciation    Tax Basis
                                (in thousands)                                       (in
                                                                                 thousands)

<S>                          <C>        <C>           <C>                         <C>
Wood Lake Apartments         $13,941    $ 8,978       5-30 yrs        S/L         $ 1,801
Greenspoint Apartments        15,252      8,769       5-30 yrs        S/L           2,547
Sandspoint Apartments         18,262     10,174       5-30 yrs        S/L           2,850
Vinings Peak Apartments       16,317      9,779       5-30 yrs        S/L           2,354
Plantation Crossing
  Apartments                  10,406      6,373       5-30 yrs        S/L           1,667
Sunrunner Apartments           8,254      5,262       5-30 yrs        S/L           1,303
                             $82,432    $49,335                                   $12,522
</TABLE>

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

The gross carrying value and accumulated depreciation of Misty Woods Apartments,
which are shown as assets held for sale at December 31, 2004, were approximately
$8,803,000 and $5,475,000, respectively.

Schedule of Property Indebtedness

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

                              Principal                                         Principal
                             Balance At                                          Balance
                            December 31,    Interest    Period     Maturity      Due At
         Property               2004        Rate (1)   Amortized     Date     Maturity (2)
                           (in thousands)                                    (in thousands)

<S>                          <C>             <C>        <C>        <C>   <C>     <C>
Wood Lake Apartments         $ 7,158         4.41%      25 yrs     07/01/13      $ 4,592
Greenspoint Apartments         8,039         8.33%      30 yrs     05/15/05        7,988
Sandspoint Apartments          8,929         8.33%      30 yrs     05/15/05        8,874
Vinings Peak Apartments        8,084         4.41%      25 yrs     07/01/13        5,186
Plantation Crossing
  Apartments                   4,276         4.41%      25 yrs     07/01/13        2,743
Sunrunner Apartments           4,263         7.06%      20 yrs     09/01/21           --
                             $40,749                                             $29,383
</TABLE>

(1)   Fixed rate mortgages.

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

The first and second  mortgage  loans for McMillan Place  Apartments  matured in
October 2002 and were in default at December 31,  2002.  On March 25, 2003,  the
Managing  General Partner and the lender agreed to an eleven-month  extension of
the terms of the first mortgage.  As part of the agreement,  an affiliate of the
Managing General Partner advanced approximately $2,101,000 to the Partnership to
repay the second mortgage loan.  Pursuant to the agreement,  the stated interest
rate for the extension was 6.5% from the previous  maturity date.  This mortgage
indebtedness  was paid off during the year ended  December 31, 2003 with the net
sales proceeds of McMillan Place Apartments (see "Item 7. Financial Statements -
Note E").

The mortgage  encumbering McMillan Place Apartments required an annual cash flow
payment based on a calculation of excess cash generated by the property.  During
the year ended  December  31,  2003,  the  Partnership  paid excess cash flow of
approximately  $839,000 to the mortgage lender.  This amount was applied against
the outstanding principal balance of the mortgage.

On June 25, 2003 the  Partnership  refinanced the mortgage  encumbering  Vinings
Peak Apartments.  The refinancing replaced the previous mortgage indebtedness of
approximately  $7,785,000  with a new mortgage of  $8,470,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $53,000 are due on the first day of each month. A balloon payment
of approximately $5,186,000 is due in July 2013. At the closing, a repair escrow
of $334,000  was  established  and is being held by the mortgage  lender.  After
payment of closing costs of approximately  $249,000,  which were capitalized and
included in other assets on the consolidated  balance sheet,  and interest,  the
Partnership received net proceeds of approximately $96,000.

On June 25, 2003 the Partnership  refinanced the mortgage  encumbering Wood Lake
Apartments.  The  refinancing  replaced the previous  mortgage  indebtedness  of
approximately  $6,703,000  with a new mortgage of  $7,500,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $47,000 are due on the first day of each month. A balloon payment
of approximately $4,592,000 is due in July 2013. At the closing, a repair escrow
of $295,000  was  established  and is being held by the mortgage  lender.  After
payment of closing costs of approximately  $231,000,  which were capitalized and
included in other assets on the consolidated  balance sheet,  and interest,  the
Partnership received net proceeds of approximately $868,000.

On June 25, 2003 the Partnership  refinanced the mortgage encumbering Plantation
Crossing Apartments. The refinancing replaced the previous mortgage indebtedness
of approximately $4,541,000 with a new mortgage of $4,480,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $28,000 are due on the first day of each month. A balloon payment
of approximately $2,743,000 is due in July 2013. At the closing, a repair escrow
of $145,000  was  established  and is being held by the mortgage  lender.  After
payment of closing costs of approximately  $173,000,  which were capitalized and
included in other assets on the consolidated  balance sheet,  and interest,  the
Partnership had a shortfall of  approximately  $821,000 which was covered by the
net proceeds received from the Wood Lake refinancing discussed above.

Rental Rate and Occupancy

Average annual rental rates and occupancy for 2004 and 2003 for each property:
<TABLE>
<CAPTION>

                                            Average Annual              Average
                                             Rental Rates              Occupancy
                                              (per unit)
Property                                  2004          2003         2004      2003
<S>                  <C>                <C>            <C>           <C>        <C>
Wood Lake Apartments (1)                $ 7,984        $ 8,373       94%        91%
Greenspoint Apartments (2)                7,428          7,639       83%        86%
Sandspoint Apartments (1)                 6,496          6,543       87%        82%
Vinings Peak Apartments                   7,413          7,818       92%        91%
Plantation Crossing Apartments (3)        7,508          7,781       91%        94%
Sunrunner Apartments                      7,173          7,167       94%        92%
</TABLE>

(1)   The Managing General Partner  attributes the increase in occupancy at Wood
      Lake and  Sandspoint  Apartments to increased  marketing  efforts by local
      management.

(2)   The  Managing  General  Partner  attributes  the  decrease in occupancy at
      Greenspoint  Apartments to tenants  purchasing homes due to lower interest
      rates.

(3)   The  Managing  General  Partner  attributes  the  decrease in occupancy at
      Plantation   Crossing   Apartments  to  increased   credit  standards  for
      prospective tenants.

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 2004 for each property were:

                                                 2004            2004
                                                Billing          Rate
                                            (in thousands)
Wood Lake Apartments                          $  148             2.99%
Greenspoint Apartments                           143             1.14%
Sandspoint Apartments                            199             1.32%
Vinings Peak Apartments                          166             2.99%
Plantation Crossing Apartments                   100             3.00%
Sunrunner Apartments                             161             2.33%

Capital Improvements

Wood Lake Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$125,000  of  capital  improvements  at the  property  consisting  primarily  of
structural upgrades,  fitness equipment and appliance,  wall covering, and floor
covering replacements.  These improvements were funded from operating cash flow.
The  Partnership  regularly  evaluates  the  capital  improvement  needs  of the
property.  While  the  Partnership  has no  material  commitments  for  property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Greenspoint Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$133,000  of  capital  improvements  at the  property  consisting  primarily  of
plumbing fixtures, and water heater,  appliance and floor covering replacements.
These  improvements  were  funded  from  operating  cash flow.  The  Partnership
regularly  evaluates the capital  improvement  needs of the property.  While the
Partnership  has  no  material   commitments  for  property   improvements   and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as anticipated cash flow generated by the property.

Sandspoint Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$483,000  of  capital  improvements  at the  property  consisting  primarily  of
electrical upgrades,  exterior painting,  roof replacements,  major landscaping,
and  floor  covering,   water  heater,   air  conditioning  unit  and  appliance
replacements.  These  improvements  were funded from  operating  cash flow.  The
Partnership  regularly  evaluates the capital improvement needs of the property.
While the Partnership has no material commitments for property  improvements and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as anticipated cash flow generated by the property.

Vinings Peak Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$155,000  of  capital  improvements  at the  property  consisting  primarily  of
building improvements, floor covering and appliance replacements, and structural
upgrades.   These  improvements  were  funded  from  operating  cash  flow.  The
Partnership  regularly  evaluates the capital improvement needs of the property.
While the Partnership has no material commitments for property  improvements and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as  replacement  reserves  and  anticipated  cash flow  generated by the
property.

Plantation Crossing Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$239,000  of  capital  improvements  at the  property  consisting  primarily  of
exterior painting, structural upgrades,  electrical improvements,  swimming pool
decking,  and air conditioning unit, floor covering and appliance  replacements.
These  improvements  were  funded  from  operating  cash flow.  The  Partnership
regularly  evaluates the capital  improvement  needs of the property.  While the
Partnership  has  no  material   commitments  for  property   improvements   and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as  replacement  reserves  and  anticipated  cash flow  generated by the
property.

Sunrunner Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$241,000  of  capital  improvements  at the  property  consisting  primarily  of
structural  upgrades,  major  landscaping,  parking lot  resurfacing,  and water
heater, air conditioning unit, appliance and floor covering replacements.  These
improvements  were funded from operating cash flow.  The  Partnership  regularly
evaluates the capital  improvement needs of the property.  While the Partnership
has no material commitments for property improvements and replacements,  certain
routine  capital   expenditures  are  anticipated   during  2005.  Such  capital
expenditures  will depend on the  physical  condition of the property as well as
anticipated cash flow generated by the property.

Misty Woods Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$128,000  of  capital  improvements  at the  property  consisting  primarily  of
structural upgrades, perimeter fencing, retaining walls, irrigation systems, and
cabinet and floor covering  replacements.  These  improvements  were funded from
operating cash flow.  This property is shown as held for sale as of December 31,
2004.

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

Item 3.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that 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 that 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  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001 a complaint,  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  Settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second appeal.  On March 21, 2005, the Court of Appeals issued  opinions in both
pending appeals. With regard to the settlement and judgment entered thereto, the
Court of Appeals vacated the trial court's order and remanded to the trial court
for further  findings on the basis that the "state of the record is insufficient
to permit meaningful  appellate  review".  With regard to the second appeal, the
Court of Appeals reversed the order requiring the Objector to pay referee fees.

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

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General  Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call." Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing in the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Managing  General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
consolidated financial condition or results of operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are 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, 2004, no matter was submitted to a vote of
security 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 3,683 limited partners of record at December 31, 2004.
Affiliates  of the  Managing  General  Partner  owned  53,732 units or 60.18% at
December 31, 2004. 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, 2004 and 2003 (see "Item 6. Management's Discussion and
Analysis or Plan of Operation"  for further  details)(in  thousands,  except per
unit data):
<TABLE>
<CAPTION>

                                         Per Limited                      Per Limited
                        Year Ended       Partnership      Year Ended      Partnership
                    December 31, 2004       Unit       December 31, 2003      Unit

<S>                      <C>              <C>              <C>              <C>
Operations               $  600           $   5.92         $    --          $     --
Sale (1)                     --                 --           2,324             25.51
                         $  600           $   5.92         $ 2,324          $  25.51
</TABLE>

(1) Proceeds from the sale of McMillan Place Apartments in August 2003.

Future cash  distributions  will depend on the levels of net cash generated from
operations  and the  timing of debt  maturities,  refinancings  and/or  property
sales.  The  Partnership's  cash  available  for  distribution  is reviewed on a
monthly basis.  There can be no assurance,  however,  that the Partnership  will
generate sufficient funds from operations after required capital expenditures to
permit any  distributions  to its partners in 2005 or  subsequent  periods.  See
"Item 2.  Description  of  Properties - Capital  Improvements"  for  information
relating to anticipated capital expenditures at the properties.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 53,732 limited  partnership  Units
(the "Units") in the Partnership representing 60.18% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on February
16,  2005,  AIMCO  Properties,  L.P.,  commenced a tender offer to acquire up to
35,560 Units for a purchase price of $261.28 per Unit.  This offer expires April
27, 2005. Pursuant to the Partnership Agreement,  unitholders holding a majority
of the Units are  entitled to take  action with  respect to a variety of matters
that  include,  but are not  limited  to,  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  60.18% of the  outstanding  Units,  AIMCO and its
affiliates are in a position to influence all such voting decisions with respect
to the  Partnership.  However,  with respect to the 25,228.66  Units acquired on
January 19, 1996, AIMCO IPLP, L.P., an affiliate of the Managing General Partner
and  of  AIMCO,  agreed  to  vote  such  Units:  (i)  against  any  increase  in
compensation  payable to the Managing General Partner or to its affiliates;  and
(ii) on all other matters  submitted by it or its  affiliates,  in proportion to
the vote cast by third party  unitholders.  Except for the  foregoing,  no other
limitations  are imposed on IPLP's,  AIMCO's or any other  affiliates'  right to
vote each Unit held. Although the Managing General Partner owes fiduciary duties
to the limited  partners of the  Partnership,  the Managing General Partner also
owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties
of the Managing General Partner, as managing general partner, to the Partnership
and its limited  partners may come into conflict with the duties of the Managing
General Partner to AIMCO as its sole stockholder.

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

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

The  Partnership's  financial  results depend upon a number of factors including
the  ability to attract  and  maintain  tenants  at the  investment  properties,
interest  rates on mortgage  loans,  costs  incurred  to operate the  investment
properties,  general  economic  conditions  and weather.  As part of the ongoing
business plan of the  Partnership,  the Managing  General  Partner  monitors the
rental market environment of its investment properties to assess the feasibility
of increasing rents,  maintaining or increasing  occupancy levels and protecting
the Partnership  from increases in 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,  the Managing  General Partner may use
rental  concessions  and  rental  rate  reductions  to offset  softening  market
conditions; accordingly, there is no guarantee that the Managing General Partner
will be able to  sustain  such a plan.  Further,  a number of  factors  that are
outside the control of the  Partnership,  such as the local economic climate and
weather, can adversely or positively affect the Partnership's financial results.

Results of Operations

The   Partnership's   net  loss  for  the  year  ended  December  31,  2004  was
approximately  $1,052,000 compared to net income of approximately $5,694,000 for
the corresponding  period in 2003. The decrease in net income for the year ended
December 31, 2004 is due to the  recognition of a gain on the sale of one of the
Partnership's investment properties in 2003 and due to a decrease in income from
discontinued operations.

In  accordance  with  Statement of Financial  Accounting  Standards No. 144, the
accompanying  consolidated  statements of operations for the year ended December
31,  2003  reflect  the  operations  of  McMillan  Place  Apartments,  income of
approximately $456,000, as (loss) income from discontinued operations due to its
sale in August 2003. In addition,  the accompanying  consolidated  statements of
operations have been restated as of January 1, 2003 to reflect the operations of
Misty Woods Apartments as (loss) income from discontinued  operations due to the
intention of the Managing  General Partner to sell the property within one year.
The  operations of Misty Woods  Apartments for the years ended December 31, 2004
and 2003 were losses of approximately $112,000 and $149,000,  respectively,  and
include  revenues  generated by the  property of  approximately  $1,281,000  and
$1,329,000, respectively.

In August 2003, the Partnership sold McMillan Place Apartments to a third party,
for net proceeds of  approximately  $13,249,000  after payment of closing costs.
The Partnership used  approximately  $9,128,000 of the net proceeds to repay the
mortgage  encumbering  the  property  and  to  pay  approximately   $210,000  in
contingent  interest due to the lender.  Contingent  interest was required to be
paid  upon  the  sale  of the  property  equal  to 50%  of the  increase  in the
appreciated  fair market value of the property  above the  stipulated  amount of
$12,860,000.  The Partnership had previously accrued approximately  $920,000 for
this  contingent  interest.  The over accrued  contingent  interest was reversed
against interest expense during the year ended December 31, 2003 and is included
in (loss) income from discontinued operations.

The Partnership  realized a gain of approximately  $6,013,000 as a result of the
sale.  The property's  operations  are shown as (loss) income from  discontinued
operations and include revenues of  approximately  $1,594,000 for the year ended
December  31,  2003.  In  addition,  the  Partnership  recorded  a loss on early
extinguishment  of debt of approximately  $5,000 as a result of unamortized loan
costs  being  written  off.  This  amount  is  included  in (loss)  income  from
discontinued operations.

Excluding the impact of the gain on sale and the (loss) income from discontinued
operations,  the  Partnership's  loss from  continuing  operations for the years
ended  December  31,  2004 and 2003 was  approximately  $940,000  and  $626,000,
respectively. The increase in loss from continuing operations for the year ended
December  31,  2004 is due to a decrease  in total  revenues  and an increase in
total expenses.

The decrease in total  revenues is due to a decrease in rental income and due to
the  recognition of a casualty gain in 2003  partially  offset by an increase in
other income.  Rental  income  decreased due to decreases in occupancy at two of
the investment  properties,  decreases in the average rental rate at five of the
investment  properties  and increases in bad debt expense at Vinings Peak,  Wood
Lake and Sandspoint  Apartments  partially offset by an increase in occupancy at
four of the investment properties.  Other income increased due to an increase in
lease cancellation fees at four of the investment  properties and an increase in
utility  reimbursements at most of the investment properties partially offset by
a decrease in late charges at all of the investment properties.

In May  2001,  one of the  Partnership's  investment  properties,  Vinings  Peak
Apartments,  incurred damages to ten units as a result of a fire. As a result of
the damage, approximately $369,000 of fixed assets and approximately $222,000 of
accumulated  depreciation  were  written  off  resulting  in a net  write off of
approximately $147,000. The property received approximately $461,000 in proceeds
from  the  insurance  company  to  repair  the  damaged  units  during  2002 and
recognized  a  casualty  gain  of  approximately  $314,000  as a  result  of the
difference between the proceeds received and the net book value of the buildings
which were damaged.  During the year ended  December 31, 2003,  the  Partnership
received additional proceeds of approximately  $171,000 which were recognized as
a casualty gain because the damaged assets had been written off in 2002.

In September  2004,  Sunrunner  Apartments  experienced  damage from  Hurricanes
Frances and Jeanne. At December 31, 2004, the Partnership estimates total damage
costs from Hurricane  Jeanne of  approximately  $131,000,  which the Partnership
expects to be partially covered by insurance proceeds.  The Partnership does not
expect a casualty  loss to result from this event.  In addition to the  damages,
the Partnership incurred clean up costs of approximately  $24,000 for Hurricanes
Frances and  Jeanne,  which were not covered by  insurance  proceeds,  and these
costs are  included  in  operating  expenses  on the  accompanying  consolidated
statements of operations.

Total expenses increased due to increases in operating and depreciation expenses
partially  offset by  decreases  in general  and  administrative,  interest  and
property  tax  expenses.  Operating  expense  increased  due to an  increase  in
property  expenses.  Property expense  increased due to increases in payroll and
related  expenses  at most of the  Partnership's  investment  properties  and an
increase in utilities at all of the investment properties.  Depreciation expense
increased due to assets placed in service at all of the  investment  properties.
Interest expense  decreased due to the refinancing of three of the Partnership's
properties  during 2003,  which resulted in lower interest  rates.  Property tax
expense  decreased  due to a decrease in the assessed  value of Vinings Peak and
Sandspoint  Apartments  and due to refunds on 2004 property  taxes at Plantation
and Wood Lake Apartments.

General and  administrative  expenses decreased due to a decrease in the cost of
the annual audit required by the Partnership Agreement.  Included in general and
administrative  expense  for both  December  31,  2004  and 2003 are  management
reimbursements  to the Managing General Partner as allowed under the Partnership
Agreement.  In  addition,   costs  associated  with  the  quarterly  and  annual
communications with investors and regulatory agencies are also included.

Liquidity and Capital Resources

At  December  31,  2004,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $524,000  compared to  approximately  $1,250,000  at December 31,
2003. For the year ended December 31, 2004, cash and cash equivalents  decreased
approximately $726,000 due to approximately $1,432,000 of cash used in investing
activities  and  approximately  $997,000  of cash used in  financing  activities
partially  offset by  approximately  $1,703,000  of cash  provided by  operating
activities.  Net  cash  used  in  investing  activities  consisted  of  property
improvements and replacements and net deposits to restricted  escrows.  Net cash
used in financing  activities  consisted of principal  payments on the mortgages
encumbering  the  Partnership's  properties,   distributions  to  partners,  and
payments on advances to an affiliate of the Managing  General Partner  partially
offset by advances  received from an affiliate of the Managing  General Partner.
The  Partnership  invests its  working  capital  reserves  in  interest  bearing
accounts.

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 Partnership and to comply with Federal,
state, and local legal and regulatory requirements. The Managing General Partner
monitors  developments  in the  area of legal  and  regulatory  compliance.  For
example,  the  Sarbanes-Oxley  Act  of  2002  mandates  or  suggests  additional
compliance  measures  with  regard to  governance,  disclosure,  audit and other
areas.  In light of these changes,  the  Partnership  expects that it will incur
higher expenses related to compliance.  The Partnership  regularly evaluates the
capital  improvement  needs of the  properties.  While  the  Partnership  has no
material commitments for property improvements and replacements, certain routine
capital expenditures are anticipated during 2005. Such capital expenditures will
depend  on the  physical  condition  of the  properties  as well as  replacement
reserve  and  anticipated  cash  flow  generated  by  the  properties.   Capital
expenditures  will be incurred only if cash is available from operations or from
Partnership reserves. To the extent that capital improvements are completed, the
Partnership's  distributable  cash flow,  if any, may be  adversely  affected at
least in the short term.

The first and second  mortgage  loans for McMillan Place  Apartments  matured in
October 2002 and were in default at December 31,  2002.  On March 25, 2003,  the
Managing  General Partner and the lender agreed to an eleven-month  extension of
the terms of the first mortgage.  As part of the agreement,  an affiliate of the
Managing General Partner advanced approximately $2,101,000 to the Partnership to
repay the second mortgage loan.  Pursuant to the agreement,  the stated interest
rate for the extension was 6.5% from the previous  maturity date.  This mortgage
indebtedness  was paid off during the year ended  December 31, 2003 with the net
sales proceeds of McMillan Place Apartments, as previously discussed.

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.  During the year ended  December  31,  2004,  an  affiliate  of the
Managing General Partner advanced the Partnership  approximately  $854,000. This
advance was used to pay property taxes at five of the Partnership's  properties.
During the year ended December 31, 2003, the Managing  General Partner  exceeded
this credit limit and advanced the Partnership  approximately  $2,101,000.  This
advance  was  used to repay  the  second  mortgage  encumbering  McMillan  Place
Apartments,  which was part of the loan  extension  agreement.  This advance and
related  accrued  interest were paid in full during the year ended  December 31,
2003 from the proceeds of the sale of McMillan Place Apartments. Interest on the
credit line is charged at the prime rate plus 2% and was  approximately  $19,000
and $66,000  for the years ended  December  31, 2004 and 2003,  respectively.  A
payment  of  approximately  $66,000  was made on the loan  during the year ended
December 31, 2004.

On June 25, 2003 the  Partnership  refinanced the mortgage  encumbering  Vinings
Peak Apartments.  The refinancing replaced the previous mortgage indebtedness of
approximately  $7,785,000  with a new mortgage of  $8,470,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $53,000 are due on the first day of each month. A balloon payment
of approximately $5,186,000 is due in July 2013. At the closing, a repair escrow
of $334,000  was  established  and is being held by the mortgage  lender.  After
payment of closing costs of approximately  $249,000,  which were capitalized and
included in other assets on the consolidated  balance sheet,  and interest,  the
Partnership received net proceeds of approximately $96,000.

On June 25, 2003 the Partnership  refinanced the mortgage  encumbering Wood Lake
Apartments.  The  refinancing  replaced the previous  mortgage  indebtedness  of
approximately  $6,703,000  with a new mortgage of  $7,500,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $47,000 are due on the first day of each month. A balloon payment
of approximately $4,592,000 is due in July 2013. At the closing, a repair escrow
of $295,000  was  established  and is being held by the mortgage  lender.  After
payment of closing costs of approximately  $231,000,  which were capitalized and
included in other assets on the consolidated  balance sheet,  and interest,  the
Partnership received net proceeds of approximately $868,000.

On June 25, 2003 the Partnership  refinanced the mortgage encumbering Plantation
Crossing Apartments. The refinancing replaced the previous mortgage indebtedness
of approximately $4,541,000 with a new mortgage of $4,480,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $28,000 are due on the first day of each month. A balloon payment
of approximately $2,743,000 is due in July 2013. At the closing, a repair escrow
of $145,000  was  established  and is being held by the mortgage  lender.  After
payment of closing costs of approximately  $173,000,  which were capitalized and
included in other assets on the consolidated  balance sheet,  and interest,  the
Partnership had a shortfall of  approximately  $821,000 which was covered by the
net proceeds received from the Wood Lake refinancing discussed above.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness   encumbering  Sunrunner  Apartments  of  approximately  $4,263,000
matures  in  September  2021,  at which time the loan is  scheduled  to be fully
amortized.  The mortgage  indebtedness  encumbering  Greenspoint  and Sandspoint
Apartments  of  approximately  $16,968,000  matures  in May 2005 at  which  time
balloon payments totaling  approximately  $16,862,000 are required. The Managing
General  Partner  intends to  refinance  the  indebtedness  of  Greenspoint  and
Sandspoint   Apartments   before  their  maturity  in  May  2005.  The  mortgage
indebtedness  encumbering  Vinings  Peak,  Plantation  Crossing  and Woods  Lake
Apartments  of  approximately  $19,518,000  matures  in July 2013 at which  time
balloon payments totaling  approximately  $12,521,000 are required. 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  Partnership  will risk losing such property
through foreclosure.

During the years ended December 31, 2004 and 2003, the  Partnership  distributed
the following amounts (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                         Per Limited                      Per Limited
                        Year Ended       Partnership      Year Ended      Partnership
                    December 31, 2004       Unit       December 31, 2003      Unit

<S>                      <C>              <C>               <C>             <C>
Operations               $  600           $  5.92           $    --         $    --
Sale (1)                     --                --             2,324           25.51
                         $  600           $  5.92           $ 2,324         $ 25.51
</TABLE>

(1) Proceeds from the sale of McMillan Place Apartments in August 2003.

Future cash  distributions  will depend on the levels of net cash generated from
operations  and the timing of debt  maturities,  refinancings,  and/or  property
sales.  The  Partnership's  cash  available  for  distribution  is reviewed on a
monthly basis.  There can be no assurance,  however,  that the Partnership  will
generate sufficient funds from operations after required capital expenditures to
permit any distributions to its partners in 2005 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 53,732 limited  partnership  units
(the "Units") in the Partnership representing 60.18% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on February
16,  2005,  AIMCO  Properties,  L.P.,  commenced a tender offer to acquire up to
35,560 Units for a purchase price of $261.28 per Unit.  This offer expires April
27, 2005. Pursuant to the Partnership Agreement,  unitholders holding a majority
of the Units are  entitled to take  action with  respect to a variety of matters
that  include,  but are not  limited  to,  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  60.18% of the  outstanding  Units,  AIMCO and its
affiliates are in a position to influence all such voting decisions with respect
to the  Partnership.  However,  with respect to the 25,228.66  Units acquired on
January 19, 1996, AIMCO IPLP, L.P., an affiliate of the Managing General Partner
and  of  AIMCO,  agreed  to  vote  such  Units:  (i)  against  any  increase  in
compensation  payable to the Managing General Partner or to its affiliates;  and
(ii) on all other matters  submitted by it or its  affiliates,  in proportion to
the vote cast by third party  unitholders.  Except for the  foregoing,  no other
limitations  are imposed on IPLP's,  AIMCO's or any other  affiliates'  right to
vote each Unit held. Although the Managing General Partner owes fiduciary duties
to the limited  partners of the  Partnership,  the Managing General Partner also
owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties
of the Managing General Partner, as managing general partner, to the Partnership
and its limited  partners may come into conflict with the duties of the Managing
General Partner to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's investment properties.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any adverse changes in these factors could cause impairment of the Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.

Item 7.     Financial Statements


CENTURY PROPERTIES FUND XIX

LIST OF FINANCIAL STATEMENTS

      Report of Independent Registered Public Accounting Firm

      Consolidated Balance Sheet - December 31, 2004

      Consolidated  Statements of  Operations - Years ended  December 31, 2004
      and 2003

      Consolidated  Statements  of Changes in Partners'  (Deficiency)  Capital -
      Years ended December 31, 2004 and 2003

      Consolidated  Statements  of Cash Flows - Years ended  December 31, 2004
      and 2003

      Notes to Consolidated Financial Statements

           Report of Independent Registered Public Accounting Firm



The Partners
Century Properties Fund XIX


We  have  audited  the  accompanying   consolidated  balance  sheet  of  Century
Properties  Fund XIX as of  December  31,  2004,  and the  related  consolidated
statements of operations,  changes in partners'  (deficiency)  capital, and cash
flows for each of the two years in the period ended  December  31,  2004.  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 the standards of the Public  Company
Accounting Oversight Board (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.  We were not engaged to perform an
audit of the Partnership's internal control over financial reporting.  Our audit
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Century
Properties  Fund XIX at December 31, 2004, and the  consolidated  results of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 2004, in conformity with accounting  principles  generally accepted
in the United States.

                                                          /s/ERNST & YOUNG LLP

Greenville, South Carolina
March 21, 2005

                           CENTURY PROPERTIES FUND XIX

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2004
<TABLE>
<CAPTION>


Assets
<S>                                                                           <C>
   Cash and cash equivalents                                                  $ 524
   Receivables and deposits                                                       382
   Restricted escrows                                                             860
   Other assets                                                                 1,180
   Assets held for sale (Note A)                                                3,346
   Investment properties (Notes B and F):
     Land                                                     $ 8,774
     Buildings and related personal property                   73,658
                                                               82,432
     Less accumulated depreciation                            (49,335)         33,097
                                                                             $ 39,389

Liabilities and Partners' (Deficiency) Capital

Liabilities
   Accounts payable                                                           $ 278
   Tenant security deposit payable                                                229
   Accrued property taxes                                                         178
   Other liabilities                                                              529
   Due to affiliates (Note D)                                                     862
   Mortgage notes payable (Note B)                                             40,749
   Liabilities related to assets held for sale (Note A)                         5,017

Partners' (Deficiency) Capital
   General partner                                           $ (9,997)
   Limited partners (89,292 units issued and
     and outstanding)                                           1,544          (8,453)
                                                                             $ 39,389

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                           CENTURY PROPERTIES FUND XIX

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


<TABLE>
<CAPTION>


                                                           Years Ended December 31,
                                                             2004             2003
Revenues:                                                                  (Restated)
<S>                                                      <C>              <C>
  Rental income                                          $ 10,072         $ 10,381
  Other income                                              1,483            1,244
  Casualty gain (Note G)                                       --              171
      Total revenues                                       11,555           11,796

Expenses:
  Operating                                                 5,592            5,233
  General and administrative                                  419              465
  Depreciation                                              2,925            2,815
  Interest                                                  2,669            2,979
  Property taxes                                              890              930
      Total expenses                                       12,495           12,422

Loss from continuing operations                              (940)            (626)
(Loss) income from discontinued operations (Note A)          (112)             307
Gain on sale of discontinued operations (Note E)               --            6,013
Net (loss) income (Note C)                               $ (1,052)        $  5,694

Net (loss) income allocated to general partner           $   (124)        $     82
Net (loss) income allocated to limited partners              (928)           5,612
                                                         $ (1,052)        $  5,694
Per limited partnership unit:
  Loss from continuing operations                        $  (9.28)        $  (6.19)
  (Loss) income from discontinued operations                (1.11)            3.03
  Gain on sale of discontinued operations                      --            66.00
                                                         $ (10.39)        $  62.84

Distributions per limited partnership unit               $   5.92         $  25.51

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                           CENTURY PROPERTIES FUND XIX

     CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL
                      (in thousands, except per 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 at
  December 31, 2002                       89,292      $(9,838)   $   (333)    $(10,171)

Distribution paid to partners                 --          (46)     (2,278)      (2,324)

Net income for the year ended
  December 31, 2003                           --           82       5,612        5,694

Partners' (deficiency) capital at
  December 31, 2003                       89,292       (9,802)      3,001       (6,801)

Distribution paid to partners                 --          (71)       (529)        (600)

Net loss for the year ended
  December 31, 2004                           --         (124)       (928)      (1,052)

Partners' (deficiency) capital at
  December 31, 2004                       89,292      $(9,997)   $  1,544     $ (8,453)

         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,
                                                                       2004     2003
Cash flows from operating activities:
<S>                                                               <C>         <C>
  Net (loss) income                                               $ (1,052)   $  5,694
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
     Depreciation                                                    3,191       3,495
     Amortization of loan costs                                        121         141
     Gain on sale of discontinued operations                            --      (6,013)
     Loss on early extinguishment of debt                               --           5
     Casualty loss (gain)                                                8        (171)
     Bad debt expense                                                  665         668
     Change in accounts:
      Receivables and deposits                                        (821)        370
      Other assets                                                     (61)       (278)
      Accounts payable                                                (135)        (91)
      Tenant security deposits payable                                 (35)         34
      Accrued property taxes                                            97        (598)
      Due to affiliate                                                  74          --
      Due to former affiliate                                         (376)         12
      Other liabilities                                                27         (741)
         Net cash provided by operating activities                  1,703        2,527

Cash flows from investing activities:
  Property improvements and replacements                            (1,394)     (1,378)
  Net proceeds from sale of discontinued operations                     --      13,249
  Net insurance proceeds received                                       --         171
  Net deposits to restricted escrows                                   (38)       (777)
         Net cash (used in) provided by investing activities        (1,432)     11,265
Cash flows from financing activities:
  Payment on mortgage notes payable                                 (1,185)     (1,782)
  Repayment of mortgage notes payable                                   --     (30,258)
  Proceeds from mortgage notes payable                                  --      20,450
  Distributions to partners                                           (600)     (2,324)
  Advances received from affiliate                                     854       2,101
  Repayment of advances from affiliate                                 (66)     (2,101)
  Loan costs paid                                                       --        (653)
         Net cash used in financing activities                        (997)    (14,567)
Net decrease in cash and cash equivalents                             (726)       (775)
Cash and cash equivalents at beginning of the year                   1,250       2,025
Cash and cash equivalents at end of the year                      $    524    $  1,250
Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $  3,001    $  3,724
Supplemental disclosure of non-cash information:
  Property improvements and replacements in accounts payable       $ 110      $     --

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>

                           CENTURY PROPERTIES FUND XIX

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2004

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, 2004, the Partnership
operated seven residential apartment complexes,  including one property shown as
held for sale,  located throughout the United States. The general partner of the
Partnership is Fox Partners 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 term of the  Partnership  is  scheduled  to  expire  on
December 31, 2024.

Basis of Presentation

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
the  accompanying  consolidated  statement  of  operations  for the  year  ended
December 31, 2003 reflect the operations of McMillan Place Apartments, income of
approximately $456,000, as (loss) income from discontinued operations due to its
sale in August 2003. In addition,  the accompanying  consolidated  statements of
operations have been restated as of January 1, 2003 to reflect the operations of
Misty Woods Apartments as (loss) income from discontinued  operations due to the
intention of the Managing  General Partner to sell the property within one year.
The  operations of Misty Woods  Apartments for the years ended December 31, 2004
and 2003 were losses of approximately $112,000 and $149,000,  respectively,  and
include  approximately  $1,281,000  and  $1,329,000,  respectively,  of  revenue
generated by the property.  The assets and liabilities of the property are shown
as held for sale on the accompanying consolidated balance sheet.

Principles of Consolidation

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

Use of Estimates

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

Allocation of Income, Loss and 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

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 Partnership  estimates
the fair value of its long-term  debt by  discounting  future cash flows using a
discount rate commensurate  with that currently  believed to be available to the
Partnership for similar term, fully amortizing long-term debt. The fair value of
the Partnership's  long term debt, after discounting the scheduled loan payments
to  maturity  based  on  the  Partnership's   incremental   borrowing  rate,  is
approximately $38,742,000.

Cash and Cash Equivalents

Cash and cash  equivalents  include cash on hand and in banks. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Cash  balances  include  approximately  $361,000 at  December  31, 2004 that are
maintained by the affiliated management company on behalf of affiliated entities
in cash concentration accounts.

Restricted Escrows

      Reserve  Account - As a condition of refinancing  the debt of Misty Woods,
      the Partnership was required to establish a reserve  account.  The reserve
      account was  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 the property.  The
      balance at December 31, 2004, was  approximately  $81,000,  which includes
      interest.

      Repair  Reserve  - At  the  time  of  the  refinancing  of  the  mortgages
      encumbering  Vinings Peak, Wood Lake and Plantation Crossing Apartments in
      June 2003,  the  Partnership  was required to establish a reserve to cover
      necessary repairs at the properties.  As of December 31, 2004, the reserve
      balance was approximately $779,000.

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 six apartment complexes and are stated at cost.
Acquisition  fees are  capitalized  as a cost of real  estate.  The  Partnership
capitalizes  all  expenditures  in  excess of $250  that  clearly  relate to the
acquisition and  installation of real and personal  property  components.  These
expenditures  include costs incurred to replace  existing  property  components,
costs  incurred  to add a material  new  feature to a  property,  and costs that
increase  the useful life or service  potential of a property  component.  These
capitalized   costs  are  depreciated   over  the  useful  life  of  the  asset.
Expenditures for ordinary repairs,  maintenance and apartment turnover costs are
expensed as incurred.

In accordance  with SFAS No. 144,  "Accounting for the Impairment or Disposal of
Long-Lived  Assets," the  Partnership  records  impairment  losses on long-lived
assets used in operations when events and circumstances indicate that the assets
might be impaired and the  undiscounted  cash flows estimated to be generated by
those assets are less than the carrying amounts of those assets.  No adjustments
for  impairment of value were  recorded in the years ended  December 31, 2004 or
2003.

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 for real property over 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 Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.

Reclassifications

Certain  2003  balances  have  been   reclassified  to  conform  with  the  2004
presentation.

Advertising Costs

The Partnership expenses the costs of advertising as incurred. Advertising costs
of approximately $444,000 and $419,000 for the years ended December 31, 2004 and
2003,  respectively,  are included in operating  expense and (loss)  income from
discontinued operations.

Deferred Costs

Loan  costs  of  approximately  $685,000,  net of  accumulated  amortization  of
approximately  $388,000,  are  included  in other  assets.  The loan  costs  are
amortized over the terms of the related loan agreements.  The total amortization
expense  for the  years  ended  December  31,  2004 and  2003 was  approximately
$121,000 and  $141,000,  respectively,  and is included in interest  expense and
(loss) income from discontinued operations. Amortization expense from continuing
operations is expected to be approximately  $81,000 in 2005, and $70,000 in 2006
through 2009.

Leasing   commissions  and  other  direct  costs  incurred  in  connection  with
successful  leasing  efforts are  deferred and  amortized  over the terms of the
related leases. Amortization of these costs is included in operating expenses.

Segment Reporting

SFAS  No.  131,   "Disclosure  about  Segments  of  an  Enterprise  and  Related
Information"  established standards for the way that public business enterprises
report information about operating  segments in annual financial  statements and
requires that those  enterprises  report  selected  information  about operating
segments in interim financial reports. It also 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.

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

                             Principal      Monthly                               Principal
                             Balance At     Payment      Stated                    Balance
                            December 31,   Including    Interest     Maturity       Due At
         Property               2004       Interest       Rate         Date        Maturity
                                 (in thousands)                                 (in thousands)
<S>                          <C>             <C>          <C>        <C>   <C>     <C>
Wood Lake Apartments         $ 7,158         $ 47         4.41%      07/01/13      $ 4,592
Greenspoint Apartments         8,039           68         8.33%      05/15/05        7,988
Sandspoint Apartments          8,929           76         8.33%      05/15/05        8,874
Vinings Peak Apartments        8,084           53         4.41%      07/01/13        5,186
Plantation Crossing
  Apartments                   4,276           28         4.41%      07/01/13        2,743
Sunrunner Apartments           4,263           36         7.06%      09/01/21           --
                             $40,749         $308                                  $29,383
</TABLE>

The first and second  mortgage  loans for McMillan Place  Apartments  matured in
October 2002 and were in default at December 31,  2002.  On March 25, 2003,  the
Managing  General Partner and the lender agreed to an eleven-month  extension of
the terms of the first mortgage.  As part of the agreement,  an affiliate of the
Managing General Partner advanced approximately $2,101,000 to the Partnership to
repay the second mortgage loan.  Pursuant to the agreement,  the stated interest
rate for the extension was 6.5% from the previous  maturity date.  This mortgage
indebtedness  was paid off during the year ended  December 31, 2003 with the net
sales proceeds of McMillan Place Apartments (see "Note E").

The mortgage  encumbering McMillan Place Apartments required an annual cash flow
payment based on a calculation of excess cash generated by the property.  During
the year ended  December  31,  2003,  the  Partnership  paid excess cash flow of
approximately  $839,000 to the mortgage lender.  This amount was applied against
the outstanding principal balance of the mortgage.

On June 25, 2003 the  Partnership  refinanced the mortgage  encumbering  Vinings
Peak Apartments.  The refinancing replaced the previous mortgage indebtedness of
approximately  $7,785,000  with a new mortgage of  $8,470,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $53,000 are due on the first day of each month. A balloon payment
of approximately $5,186,000 is due in July 2013. At the closing, a repair escrow
of $334,000  was  established  and is being held by the mortgage  lender.  After
payment of closing costs of approximately  $249,000,  which were capitalized and
included in other assets on the consolidated  balance sheet,  and interest,  the
Partnership received net proceeds of approximately $96,000.

On June 25, 2003 the Partnership  refinanced the mortgage  encumbering Wood Lake
Apartments.  The  refinancing  replaced the previous  mortgage  indebtedness  of
approximately  $6,703,000  with a new mortgage of  $7,500,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $47,000 are due on the first day of each month. A balloon payment
of approximately $4,592,000 is due in July 2013. At the closing, a repair escrow
of $295,000  was  established  and is being held by the mortgage  lender.  After
payment of closing costs of approximately  $231,000,  which were capitalized and
included in other assets on the consolidated  balance sheet,  and interest,  the
Partnership received net proceeds of approximately $868,000.

On June 25, 2003 the Partnership  refinanced the mortgage encumbering Plantation
Crossing Apartments. The refinancing replaced the previous mortgage indebtedness
of approximately $4,541,000 with a new mortgage of $4,480,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $28,000 are due on the first day of each month. A balloon payment
of approximately $2,743,000 is due in July 2013. At the closing, a repair escrow
of $145,000  was  established  and is being held by the mortgage  lender.  After
payment of closing costs of approximately  $173,000,  which were capitalized and
included in other assets on the consolidated  balance sheet,  and interest,  the
Partnership had a shortfall of  approximately  $821,000 which was covered by the
net proceeds received from the Wood Lake refinancing discussed above.

The mortgage notes payable are fixed rate mortgages  that are  non-recourse  and
are secured by a pledge of the  Partnership's  rental properties and by a pledge
of revenues from the respective  rental  properties.  The mortgage notes payable
include  a  prepayment  penalty  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, 2004, are as follows (in thousands):

                               2005             $17,800
                               2006                 873
                               2007                 917
                               2008                 962
                               2009               1,010
                            Thereafter           19,187
                                                $40,749

Note C - Income Taxes

The Partnership 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  Partnership is reported in the
income tax returns of its partners.

The  following is a  reconciliation  of reported  net (loss)  income and Federal
taxable  income for the years ended  December  31, 2004 and 2003 (in  thousands,
except per unit data):

                                                           2004         2003
Net (loss) income as reported                            $ (1,052)    $ 5,694
Add (deduct):
   Depreciation differences                                 1,622       1,796
   Gain on sale of investment property                         --       3,686
   Interest expense                                            --      (1,014)
   Unearned income                                             22         (97)
   Other                                                      (86)       (181)
Federal taxable income                                     $ 506      $ 9,884

Federal taxable income per limited partnership unit       $ 5.00      $ 96.96

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

                                                  2004

Net liabilities as reported                     $ (8,453)
Land and buildings                                (5,150)
Accumulated depreciation                         (17,823)
Deferred Sales Commission                          7,947
Syndication and distribution costs                 4,451
Unearned income                                      180
Other                                                126

Net liabilities - Federal tax basis             $(18,722)

Note D - Transactions with Affiliated Parties

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

Affiliates of the Managing General Partner receive 5% of gross receipts from all
of  the  Partnership's   properties  as  compensation  for  providing   property
management  services.  The  Partnership  paid to such  affiliates  approximately
$632,000  and  $719,000  for  the  years  ended  December  31,  2004  and  2003,
respectively,  which is included in operating  expenses  and (loss)  income from
discontinued operations.

An  affiliate  of  the  Managing   General   Partner   charged  the  Partnership
reimbursement of accountable  administrative expenses amounting to approximately
$180,000  and  $189,000  for  the  years  ended  December  31,  2004  and  2003,
respectively,  which is  included  in general and  administrative  expenses.  At
December 31, 2004, approximately $60,000 in accountable  administrative expenses
were due to an affiliate of the Managing General Partner and are included in due
to affiliates.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership,  the Managing  General Partner is entitled to receive a Partnership
management fee equal to 10% of the  Partnership's  adjusted cash from operations
as distributed.  During the year ended December 31, 2004,  approximately $60,000
was paid to the Managing General Partner and is included in distributions to the
Managing General  Partner.  No fee was earned during the year ended December 31,
2003 because there were no distributions from operations.

In connection  with the  refinancings of Vinings Peak, Wood Lake, and Plantation
Crossing  Apartments on June 25, 2003, the Partnership paid the Managing General
Partner a fee of approximately  $205,000 pursuant to the Partnership  Agreement.
This fee was  capitalized  and  included  in other  assets  on the  accompanying
consolidated balance sheet and is being amortized over the term of the loans.

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.  During the year ended  December  31,  2004,  an  affiliate  of the
Managing General Partner advanced the Partnership  approximately  $854,000. This
advance was used to pay property taxes at five of the Partnership's  properties.
During the year ended December 31, 2003, the Managing  General Partner  exceeded
this credit limit and advanced the Partnership  approximately  $2,101,000.  This
advance  was  used to repay  the  second  mortgage  encumbering  McMillan  Place
Apartments,  which was part of the loan  extension  agreement.  This advance and
related  accrued  interest were paid in full during the year ended  December 31,
2003 from the proceeds of the sale of McMillan Place Apartments. Interest on the
credit line is charged at the prime rate plus 2% and was  approximately  $19,000
and $66,000  for the years ended  December  31, 2004 and 2003,  respectively.  A
payment  of  approximately  $66,000  was made on the loan  during the year ended
December 31, 2004.  At December 31, 2004,  the  Partnership  owed  approximately
$802,000 of principal and interest which is included in due to affiliates on the
accompanying  consolidated  balance sheet.  Subsequent to December 31, 2004, the
Managing General Partner advanced  approximately  $130,000 to the Partnership to
pay property taxes at two of the investment properties.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner. During the years ended December 31, 2004 and 2003, the
Partnership paid AIMCO and its affiliates  approximately  $191,000 and $217,000,
respectively,  for  insurance  coverage and fees  associated  with policy claims
administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 53,732 limited  partnership  units
(the "Units") in the Partnership representing 60.18% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on February
16,  2005,  AIMCO  Properties,  L.P.,  commenced a tender offer to acquire up to
35,560 Units for a purchase price of $261.28 per Unit.  This offer expires April
27, 2005. Pursuant to the Partnership Agreement,  unitholders holding a majority
of the Units are  entitled to take  action with  respect to a variety of matters
that  include,  but are not  limited  to,  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  60.18% of the  outstanding  Units,  AIMCO and its
affiliates are in a position to influence all such voting decisions with respect
to the  Partnership.  However,  with respect to the 25,228.66  Units acquired on
January 19, 1996,  AIMCO IPLP, L.P. an affiliate of the Managing General Partner
and  of  AIMCO,  agreed  to  vote  such  Units:  (i)  against  any  increase  in
compensation  payable to the Managing General Partner or to its affiliates;  and
(ii) on all other matters  submitted by it or its  affiliates,  in proportion to
the vote cast by third party  unitholders.  Except for the  foregoing,  no other
limitations  are imposed on IPLP's,  AIMCO's or any other  affiliates'  right to
vote each Unit held. Although the Managing General Partner owes fiduciary duties
to the limited  partners of the  Partnership,  the Managing General Partner also
owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties
of the Managing General Partner, as managing general partner, to the Partnership
and its limited  partners may come into conflict with the duties of the Managing
General Partner to AIMCO as its sole stockholder.

Note E - Sale of Investment Property

In August 2003, the Partnership sold McMillan Place Apartments to a third party,
for net proceeds of  approximately  $13,249,000  after payment of closing costs.
The Partnership used  approximately  $9,128,000 of the net proceeds to repay the
mortgage  encumbering  the  property  and  to  pay  approximately   $210,000  in
contingent  interest due to the lender.  Contingent  interest was required to be
paid  upon  the  sale  of the  property  equal  to 50%  of the  increase  in the
appreciated  fair market value of the property  above the  stipulated  amount of
$12,860,000.  The Partnership had previously accrued approximately  $920,000 for
this  contingent  interest.  The over accrued  contingent  interest was reversed
against interest expense during the year ended December 31, 2003 and is included
in (loss) income from discontinued  operations.  The Partnership realized a gain
of approximately  $6,013,000 as a result of the sale. The property's operations,
income of approximately  $456,000,  are shown as (loss) income from discontinued
operations and include revenues of  approximately  $1,594,000 for the year ended
December  31,  2003.  In  addition,  the  Partnership  recorded  a loss on early
extinguishment  of debt of approximately  $5,000 as a result of unamortized loan
costs  being  written  off.  This  amount  is  included  in (loss)  income  from
discontinued operations.

Note F - Investment Properties 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           $ 7,158          $ 1,206       $10,980        $ 1,755
Greenspoint Apartments           8,039            2,165        11,199          1,888
Sandspoint Apartments            8,929            2,124        13,158          2,980
Vinings Peak Apartments          8,084            1,632        12,321          2,364
Plantation Crossing
  Apartments                     4,276            1,062         7,576          1,768
Sunrunner Apartments             4,263              634         6,485          1,135
                               $40,749          $ 8,823       $61,719        $11,890
</TABLE>

                     Gross Amount At Which Carried
                         At December 31, 2004
                            (in thousands)
<TABLE>
<CAPTION>

                              Buildings
                             And Related                           Year of
                              Personal                Accumulated  Construc-  Date   Depreciable
   Description       Land     Property      Total    Depreciation    tion   Acquired Life-Years
                                                    (in thousands)
<S>                <C>         <C>          <C>        <C>           <C>     <C>      <C>
Wood Lake          $ 1,206     $12,735      $13,941    $ 8,978       1983    12/83    5-30 yrs
Apartments
Greenspoint
  Apartments         2,140      13,112       15,252      8,769       1984     2/84    5-30 yrs
Sandspoint           2,147      16,115       18,262     10,174       1984     2/84    5-30 yrs
Apartments
Vinings Peak
  Apartments         1,632      14,685       16,317      9,779       1982     4/84    5-30 yrs
Plantation
Crossing
  Apartments         1,062       9,344       10,406      6,373       1980     6/84    5-30 yrs
Sunrunner              587       7,667        8,254      5,262       1981     7/84    5-30 yrs
Apartments
                   $ 8,774     $73,658      $82,432    $49,335
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

                                              Years Ended December 31,
                                                 2004          2003
                                                   (in thousands)
Investment Properties
Balance at beginning of year                    $89,756      $103,405
  Property improvements                           1,504         1,378
  Disposal of assets                                (25)      (15,027)
  Assets held for sale                           (8,803)           --
Balance at end of year                          $82,432      $ 89,756

Accumulated Depreciation
Balance at beginning of year                    $51,636      $ 55,970
  Additions charged to expense                    3,191         3,495
  Disposal of assets                               (17)        (7,829)
  Assets held for sale                           (5,475)           --
Balance at end of year                          $49,335      $ 51,636

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2004 and 2003,  is  approximately  $77,472,000  and  $84,596,000,
respectively.  The accumulated  depreciation  for Federal income tax purposes at
December  31,  2004 and 2003,  is  approximately  $64,950,000  and  $71,064,000,
respectively.  Excluded from these amounts for 2004 is approximately  $8,613,000
in real estate and  approximately  $7,683,000 in  accumulated  depreciation  for
Federal income tax purposes related to Misty Woods Apartments, which is shown as
assets held for sale.

Note G - Casualty Events

In May  2001,  one of the  Partnership's  investment  properties,  Vinings  Peak
Apartments,  incurred damages to ten units as a result of a fire. As a result of
the damage, approximately $369,000 of fixed assets and approximately $222,000 of
accumulated  depreciation  were  written  off  resulting  in a net  write off of
approximately $147,000. The property received approximately $461,000 in proceeds
from  the  insurance  company  to  repair  the  damaged  units  during  2002 and
recognized  a  casualty  gain  of  approximately  $314,000  as a  result  of the
difference between the proceeds received and the net book value of the buildings
which were damaged.  During the year ended  December 31, 2003,  the  Partnership
received additional proceeds of approximately  $171,000 which were recognized as
a casualty gain because the damaged assets had been written off in 2002.

In September  2004,  Sunrunner  Apartments  experienced  damage from  Hurricanes
Frances and Jeanne. At December 31, 2004, the Partnership estimates total damage
costs from Hurricane  Jeanne of  approximately  $131,000,  which the Partnership
expects to be partially covered by insurance proceeds.  The Partnership does not
expect a casualty  loss to result from this event.  In addition to the  damages,
the Partnership incurred clean up costs of approximately  $24,000 for Hurricanes
Frances and  Jeanne,  which were not covered by  insurance  proceeds,  and these
costs are  included  in  operating  expenses  on the  accompanying  consolidated
statements of operations.


<PAGE>


Note H - Contingencies

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
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that 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 that 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  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001 a complaint,  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  Settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second appeal.  On March 21, 2005, the Court of Appeals issued  opinions in both
pending appeals. With regard to the settlement and judgment entered thereto, the
Court of Appeals vacated the trial court's order and remanded to the trial court
for further  findings on the basis that the "state of the record is insufficient
to permit meaningful  appellate  review".  With regard to the second appeal, the
Court of Appeals reversed the order requiring the Objector to pay referee fees.

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

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General  Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call." Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing in the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Managing  General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
consolidated financial condition or results of operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions brought by government  agencies,  the presence of hazardous
substances  on a  property  could  result in claims by  private  plaintiffs  for
personal injury,  disease,  disability or other  infirmities.  Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In connection with the ownership and operation of its property,  the Partnership
could  potentially be liable for  environmental  liabilities or costs associated
with its property.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold exposure. Affiliates of the Managing General Partner have
implemented a national  policy and  procedures to prevent or eliminate mold from
its properties  and the Managing  General  Partner  believes that these measures
will  eliminate,  or at least  minimize,  the  effects  that mold  could have on
residents.  To date,  the  Partnership  has not incurred  any material  costs or
liabilities  relating to claims of mold  exposure  or to abate mold  conditions.
Because the law  regarding  mold is unsettled and subject to change the Managing
General  Partner  can make no  assurance  that  liabilities  resulting  from the
presence of or exposure to mold will not have a material  adverse  effect on the
Partnership's financial condition or results of operations.

SEC Investigation

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of operations.

Similarly,  the  Managing  General  Partner  does not believe  that the ultimate
outcome will have a material  adverse effect on the  Partnership's  consolidated
financial condition or results of operations.

<PAGE>

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

            None.

Item 8a.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Managing  General  Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer  and  principal  financial  officer of the  Managing  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 8b.    Other Information

            None.

                                    PART III

Item 9.     Directors,  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
directors  or  officers.  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
directors  and  officers of the  Managing  General  Partner are set forth below.
There are no family relationships between or among any directors or officers.

Name                        Age    Position

Martha L. Long               45    Director and Senior Vice President
Harry G. Alcock              42    Director and Executive Vice President
Miles Cortez                 61    Executive Vice President, General Counsel
                                     and Secretary
Patti K. Fielding            41    Executive Vice President
Paul J. McAuliffe            48    Executive Vice President and Chief
                                     Financial Officer
Thomas M. Herzog             42    Senior Vice President and Chief Accounting
                                     Officer
Stephen B. Waters            43    Vice President

Martha L. Long has been a Director  and Senior Vice  President of the Managing
General  Partner  since  February  2004.  Ms.  Long has been with AIMCO  since
October  1998 and has served in  various  capacities.  From 1998 to 2001,  Ms.
Long served as Senior Vice  President and Controller of AIMCO and the Managing
General  Partner.  During  2002 and 2003,  Ms.  Long  served  as  Senior  Vice
President of Continuous Improvement for AIMCO.

Harry G. Alcock was appointed as a Director of the Managing  General  Partner in
October 2004 and was appointed  Executive Vice President of the Managing General
Partner  in  February  2004 and has been  Executive  Vice  President  and  Chief
Investment Officer of AIMCO since October 1999. Prior to October 1999 Mr. Alcock
served as a Vice President of AIMCO from July 1996 to October 1997,  when he was
promoted to Senior Vice  President  Acquisitions  where he served until  October
1999. Mr. Alcock has had responsibility for acquisition and financing activities
of AIMCO since July 1994.

Miles  Cortez was  appointed  Executive  Vice  President,  General  Counsel  and
Secretary  of the  Managing  General  Partner in  February  2004 and of AIMCO in
August 2001. Prior to joining AIMCO, Mr. Cortez was the senior partner of Cortez
Macaulay Bernhardt & Schuetze LLC, a Denver law firm, from December 1997 through
September 2001.

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the Managing  General Partner in February 2004 and of AIMCO in February 2003.
Ms.  Fielding was appointed  Treasurer of AIMCO in January 2005. Ms. Fielding is
responsible  for  debt  financing  and the  treasury  department.  Ms.  Fielding
previously  served as Senior Vice  President - Securities and Debt of AIMCO from
January 2000 to February 2003. Ms.  Fielding  joined AIMCO in February 1997 as a
Vice President.

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

Thomas M.  Herzog was  appointed  Senior  Vice  President  and Chief  Accounting
Officer of the Managing General Partner in February 2004 and of AIMCO in January
2004.  Prior to joining AIMCO in January 2004, Mr. Herzog was at GE Real Estate,
serving  as Chief  Accounting  Officer & Global  Controller  from  April 2002 to
January 2004 and as Chief Technical Advisor from March 2000 to April 2002. Prior
to joining GE Real  Estate,  Mr.  Herzog was at  Deloitte & Touche LLP from 1990
until 2000.

Stephen B. Waters was appointed Vice President of the Managing  General  Partner
in April  2004.  Mr.  Waters  previously  served as a  Director  of Real  Estate
Accounting   since   joining   AIMCO  in   September   1999.   Mr.   Waters  has
responsibilities for real estate and partnership accounting with AIMCO.

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 board of directors of the Managing  General Partner does not have a separate
audit committee. As such, the board of directors of the Managing General Partner
fulfills  the  functions  of an audit  committee.  The  board of  directors  has
determined  that  Martha L. Long meets the  requirement  of an "audit  committee
financial expert".

The directors and officers of the Managing  General  Partner with authority over
the Partnership are all employees of subsidiaries of AIMCO.  AIMCO has adopted a
code of ethics that applies to such  directors  and  officers  that is posted on
AIMCO's  website  (www.AIMCO.com).   AIMCO's  website  is  not  incorporated  by
reference to this filing.

Item 10.    Executive Compensation

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

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below,  no person or entity was known by the  Partnership  to be
the  beneficial  owner  of more  than 5% of the  Units  of  Limited  Partnership
Interest of the Partnership as of December 31, 2004.

   Entity                                Number of Units   Percent of Total

   AIMCO IPLP, L.P.                         25,229.00           28.25%
     (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, L.P.                   23,511.00           26.34%
     (an affiliate of AIMCO)

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

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

As a result of its ownership of 53,732 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 depends on the Managing General Partner and
its  affiliates  for  the  management  and  administration  of  all  partnership
activities.   The  Partnership   Agreement  provides  for  certain  payments  to
affiliates for services and as  reimbursement  of certain  expenses  incurred by
affiliates on behalf of the Partnership.

Affiliates of the Managing General Partner receive 5% of gross receipts from all
of  the  Partnership's   properties  as  compensation  for  providing   property
management  services.  The  Partnership  paid to such  affiliates  approximately
$632,000  and  $719,000  for  the  years  ended  December  31,  2004  and  2003,
respectively,  which is included in operating  expenses  and (loss)  income from
discontinued operations.

An  affiliate  of  the  Managing   General   Partner   charged  the  Partnership
reimbursement of accountable  administrative expenses amounting to approximately
$180,000  and  $189,000  for  the  years  ended  December  31,  2004  and  2003,
respectively,  which is  included  in general and  administrative  expenses.  At
December 31, 2004, approximately $60,000 in accountable  administrative expenses
were due to an affiliate of the Managing General Partner and are included in due
to affiliates.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership,  the Managing  General Partner is entitled to receive a Partnership
management fee equal to 10% of the  Partnership's  adjusted cash from operations
as distributed.  During the year ended December 31, 2004,  approximately $60,000
was paid to the Managing General Partner and is included in distributions to the
Managing General  Partner.  No fee was earned during the year ended December 31,
2003 because there were no distributions from operations.

In connection  with the  refinancings of Vinings Peak, Wood Lake, and Plantation
Crossing  Apartments on June 25, 2003, the Partnership paid the Managing General
Partner a fee of approximately  $205,000 pursuant to the Partnership  Agreement.
This fee was  capitalized  and  included  in other  assets  on the  accompanying
consolidated balance sheet and is being amortized over the term of the loans.

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.  During the year ended  December  31,  2004,  an  affiliate  of the
Managing General Partner advanced the Partnership  approximately  $854,000. This
advance was used to pay property taxes at five of the Partnership's  properties.
During the year ended December 31, 2003, the Managing  General Partner  exceeded
this credit limit and advanced the Partnership  approximately  $2,101,000.  This
advance  was  used to repay  the  second  mortgage  encumbering  McMillan  Place
Apartments,  which was part of the loan  extension  agreement.  This advance and
related  accrued  interest were paid in full during the year ended  December 31,
2003 from the proceeds of the sale of McMillan Place Apartments. Interest on the
credit line is charged at the prime rate plus 2% and was  approximately  $19,000
and $66,000  for the years ended  December  31, 2004 and 2003,  respectively.  A
payment  of  approximately  $66,000  was made on the loan  during the year ended
December 31, 2004.  At December 31, 2004,  the  Partnership  owed  approximately
$802,000 of principal and interest which is included in due to affiliates on the
accompanying  consolidated  balance sheet.  Subsequent to December 31, 2004, the
Managing General Partner advanced  approximately  $130,000 to the Partnership to
pay property taxes at two of the investment properties.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner. During the years ended December 31, 2004 and 2003, the
Partnership paid AIMCO and its affiliates  approximately  $191,000 and $217,000,
respectively,  for  insurance  coverage and fees  associated  with policy claims
administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 53,732 limited  partnership  units
(the "Units") in the Partnership representing 60.18% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on February
16,  2005,  AIMCO  Properties,  L.P.,  commenced a tender offer to acquire up to
35,560 Units for a purchase price of $261.28 per Unit.  This offer expires April
27, 2005. Pursuant to the Partnership Agreement,  unitholders holding a majority
of the Units are  entitled to take  action with  respect to a variety of matters
that  include,  but are not  limited  to,  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  60.18% of the  outstanding  Units,  AIMCO and its
affiliates are in a position to influence all such voting decisions with respect
to the  Partnership.  However,  with respect to the 25,228.66  Units acquired on
January 19, 1996, AIMCO IPLP, L.P., an affiliate of the Managing General Partner
and  of  AIMCO,  agreed  to  vote  such  Units:  (i)  against  any  increase  in
compensation  payable to the Managing General Partner or to its affiliates;  and
(ii) on all other matters  submitted by it or its  affiliates,  in proportion to
the vote cast by third party  unitholders.  Except for the  foregoing,  no other
limitations  are imposed on IPLP's,  AIMCO's or any other  affiliates'  right to
vote each Unit held. Although the Managing General Partner owes fiduciary duties
to the limited  partners of the  Partnership,  the Managing General Partner also
owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties
of the Managing General Partner, as managing general partner, to the Partnership
and its limited  partners may come into conflict with the duties of the Managing
General Partner to AIMCO as its sole stockholder.

Item 13.    Exhibits

            See Exhibit Index attached.

                Item 14. Principal Accountant Fees and Services

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements  of the  Partnership  for 2005.  The
aggregate  fees billed for  services  rendered by Ernst & Young LLP for 2004 and
2003 are described below.

Audit Fees. Fees for audit services  totaled  approximately  $61,000 and $77,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees. Fees for tax services  totaled  approximately  $21,000 and $31,000 for
2004 and 2003, respectively.

                                   SIGNATURES



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


                                    CENTURY PROPERTIES FUND XIX


                                    By:   FOX PARTNERS II,
                                          Its General Partner


                                    By:   FOX CAPITAL MANAGEMENT CORPORATION,
                                          Its Managing General Partner


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


                                          /s/Stephen B. Waters
                                    By:   Stephen B. Waters
                                          Vice President


                                    Date: March 28, 2005


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


/s/Harry G. Alcock            Director and Executive   Date: March 28, 2005
Harry G. Alcock               Vice President


/s/Martha L. Long             Director and Senior Vice Date: March 28, 2005
Martha L. Long                President


/s/Stephen B. Waters          Vice President           Date: March 28, 2005
Stephen B. Waters


<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).

       3.5        Amendment  to the Amended  and  Restated  Limited  Partnership
                  Agreement, dated September 29, 2003, incorporated by reference
                  to Exhibit 3.5 on Form 8-K dated September 29, 2003.

      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.

      10.12       Multifamily Note dated August 30, 2001 between GMAC Commercial
                  Mortgage  Corporation and Century  Properties Fund XIX for the
                  refinance of Sunrunner  Apartments,  incorporated by reference
                  to Exhibit 10.12 on Form 8-K dated August 30, 2001.

      10.13       Multifamily  Note for  $4,480,000  dated June 25, 2003 between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets,  Inc.,  incorporated by reference to Exhibit 10.13 to
                  Form 8-K dated June 25, 2003.

      10.14       Replacement  Reserve  Agreement  dated June 25,  2003  between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets,  Inc.,  incorporated by reference to Exhibit 10.14 to
                  Form 8-K dated June 25, 2003.

      10.15       Repair Escrow  Agreement  dated June 25, 2003 between  Century
                  Properties  Fund XIX and KeyCorp Real Estate Capital  Markets,
                  Inc.,  incorporated  by reference to Exhibit 10.15 to Form 8-K
                  dated June 25, 2003.

      10.16       Multifamily  Note for  $8,470,000  dated June 25, 2003 between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets,  Inc.,  incorporated by reference to Exhibit 10.16 to
                  Form 8-K dated June 25, 2003.

      10.17       Replacement  Reserve  Agreement  dated June 25,  2003  between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets,  Inc.,  incorporated by reference to Exhibit 10.17 to
                  Form 8-K dated June 25, 2003.

      10.18       Repair Escrow  Agreement  dated June 25, 2003 between  Century
                  Properties  Fund XIX and KeyCorp Real Estate Capital  Markets,
                  Inc.,  incorporated  by reference to Exhibit 10.18 to Form 8-K
                  dated June 25, 2003.

      10.19       Multifamily  Note for  $7,500,000  dated June 25, 2003 between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets,  Inc.,  incorporated by reference to Exhibit 10.19 to
                  Form 8-K dated June 25, 2003.

      10.20       Replacement  Reserve  Agreement  dated June 25,  2003  between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets,  Inc.,  incorporated by reference to Exhibit 10.20 to
                  Form 8-K dated June 25, 2003.

      10.21       Repair Escrow  Agreement  dated June 25, 2003 between  Century
                  Properties  Fund XIX and KeyCorp Real Estate Capital  Markets,
                  Inc.,  incorporated  by reference to Exhibit 10.21 to Form 8-K
                  dated June 25, 2003.

      10.22       Purchase  and Sale  Contract  between  Registrant  and Suncase
                  Corporation, dated June 11, 2003, incorporated by reference to
                  Exhibit 10.22 to Form 8-K dated August 28, 2003.

      10.23       First  Amendment  to the Purchase  and Sale  Contract  between
                  Registrant  and  Suncase  Corporation,  dated  July 10,  2003,
                  incorporated  by reference to Exhibit  10.23 to Form 8-K dated
                  August 28, 2003.

      10.24       Second  Amendment to the Purchase  and Sale  Contract  between
                  Registrant  and Suncase  Corporation,  dated  August 13, 2003,
                  incorporated  by reference to Exhibit  10.24 to Form 8-K dated
                  August 28, 2003.

      10.25       Assignment  Agreement  between Suncase  Corporate and McMillan
                  Development Associates, LP dated August 25, 2003, incorporated
                  by  reference  to Exhibit  10.25 to Form 8-K dated  August 28,
                  2003.

      31.1        Certification  of  equivalent  of  Chief  Executive  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      31.2        Certification  of  equivalent  of  Chief  Financial  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      32.1        Certification   Pursuant  to  18  U.S.C.  Section  1350,  as
                  Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.

Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

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

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

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.




Date:  March 28, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior   Vice   President   of  Fox  Capital
                                    Management  Corporation,  equivalent  of the
                                    chief executive officer of the Partnership



<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


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

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

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

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.




Date:  March 28, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters Vice
                                    President of Fox Capital
                                    Management Corporation,
                                    equivalent of the chief
                                    financial officer of the
                                    Partnership


<PAGE>



Exhibit 32.1


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



In connection  with the Annual Report on Form 10-KSB of Century  Properties Fund
XIX (the "Partnership"),  for the year ended December 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  Martha L.
Long, as the equivalent of the Chief Executive  Officer of the Partnership,  and
Stephen B.  Waters,  as the  equivalent  of the Chief  Financial  Officer of the
Partnership,  each hereby  certifies,  pursuant to 18 U.S.C.  Section  1350,  as
adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the
best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 28, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  March 28, 2005


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