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, 2002

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

                For the transition period from _________to _________

                         Commission file number 0-11935

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

         California                                             94-2887133
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                    Issuer's telephone number (864) 239-1000

           Securities registered under Section 12(b) of the Exchange Act:

                                      None

           Securities registered under Section 12(g) of the Exchange Act:

                     Units of Limited Partnership Interests
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  registrant's  knowledge  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

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

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2002. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

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

                                     PART I

Item 1.     Description of Business

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

The Partnership's  Registration Statement,  filed pursuant to the Securities Act
of 1933 (No.  2-79007),  was declared  effective by the  Securities and Exchange
Commission on September 20, 1983.  Beginning in September  1983 through  October
1984, the Partnership  offered 90,000 Limited  Partnership Units and sold 89,292
units having an initial cost of  $89,292,000.  The net proceeds of this offering
were used to acquire thirteen income-producing real estate properties. Since its
initial  offering,  the 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, and 1994. In addition, one property was foreclosed on in 1993.
See "Item 2.  Description of Properties" for a description of the  Partnership's
remaining eight properties.

The  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 has been providing
such  property  management  services  for the years ended  December 31, 2002 and
2001.

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 apartments properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Partnership's   properties,   or  restrict   renovations   of  the   properties.
Noncompliance  with  these laws could  result in the  imposition  of fines or an
award of  damages  to private  litigants  and also  could  result in an order to
correct any  non-complying  feature,  which could result in substantial  capital
expenditures.   Although  the  Managing   General  Partner   believes  that  the
Partnership's   properties  are   substantially   in  compliance   with  present
requirements,  the Partnership may incur  unanticipated  expenses to comply with
the ADA and the FHAA.

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

There have been, and it is possible there may be other, Federal, state and local
legislation  and  regulations   enacted   relating  to  the  protection  of  the
environment.  The Partnership is unable to predict the extent,  if any, to which
such new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

The Partnership  monitors its properties for evidence of pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental  testing has been performed which resulted in no material  adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

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

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

Item 2.     Description of Properties

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

<TABLE>
<CAPTION>

                                   Date of
Property                          Purchase        Type of Ownership           Use

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

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

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

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

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

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

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

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

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

Schedule of Properties

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

<TABLE>
<CAPTION>

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

<S>                         <C>          <C>         <C>                   <C>
Wood Lake Apartments        $ 13,644     $ 7,984     5-30 yrs    S/L       $ 1,809
Greenspoint Apartments        14,908       7,734     5-30 yrs    S/L         2,574
Sandspoint Apartments         17,403       8,948     5-30 yrs    S/L         2,686
Vinings Peak Apartments       15,954       8,663     5-30 yrs    S/L         2,492
Plantation Crossing
  Apartments                  10,018       5,575     5-30 yrs    S/L         1,670
Sunrunner Apartments           7,966       4,707     5-30 yrs    S/L         1,234
McMillan Place                14,905       7,504     5-30 yrs    S/L         3,719
  Apartments
Misty Woods Apartments         8,607       4,855     5-30 yrs    S/L         1,443
                            $103,405     $55,970                           $17,627
</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.

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               2002          Rate     Amortized     Date     Maturity (3)
                           (in thousands)                                    (in thousands)

<S>                            <C>           <C>        <C>        <C>   <C>     <C>
Wood Lake Apartments           $ 6,778       7.50%      25 yrs     07/01/03      $ 6,615
Greenspoint Apartments           8,311       8.33%      30 yrs     05/15/05        7,988
Sandspoint Apartments            9,231       8.33%      30 yrs     05/15/05        8,874
Vinings Peak Apartments          7,871       7.50%      25 yrs     07/01/03        7,785
Plantation Crossing
  Apartments                     4,592       7.50%      25 yrs     07/01/03        4,542
Sunrunner Apartments             4,511       7.06%      20 yrs     09/01/21          ---
McMillan Place Apartments
  1st Mortgage                   9,961         (1)        (2)      10/31/02        9,967
  2nd Mortgage (interest                       (1)        (2)      10/31/02        1,301

    bearing) 1,301
  2nd Mortgage (non-                           (1)        (2)      10/31/02          800
    interest bearing)              800
Misty Woods Apartments           5,032       7.88%      30 yrs     01/01/06        4,777
                               $58,388                                           $52,649
</TABLE>

(1)   The first and  second  mortgages  matured  on October  31,  2002,  and are
      currently in default.  The default interest rate on the first mortgage and
      the interest bearing portion of the second mortgage is 10.26%. The default
      interest rate on the  non-interest  bearing portion of the second mortgage
      is  5.0%.  See  "Item  7.  Financial  Statements  - Note  B"  for  further
      information on the loans in default.

(2)   Interest only.

(3)   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.

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

Rental Rate and Occupancy

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

<TABLE>
<CAPTION>

                                            Average Annual              Average
                                             Rental Rates              Occupancy
                                              (per unit)
Property                                  2002          2001         2002      2001
<S>                  <C>                 <C>           <C>           <C>        <C>
Wood Lake Apartments (1)                 $ 9,723       $10,329       87%        92%
Greenspoint Apartments (3)                 8,213         8,316       90%        94%
Sandspoint Apartments (2)                  7,134         7,374       87%        95%
Vinings Peak Apartments (1)                9,165         9,696       87%        91%
Plantation Crossing Apartments             8,601         9,307       88%        89%
Sunrunner Apartments                       7,197         7,377       94%        96%
McMillan Place Apartments                  6,763         6,940       94%        96%
Misty Woods Apartments (4)                 6,885         7,332       88%        92%
</TABLE>

(1)   The  Managing  General  Partner  attributes  the  decrease in occupancy at
      Vinings  Peak  and Wood  Lake  Apartments  to a  competitive  market  with
      competing  properties  offering  large  concessions  and a favorable  home
      buying market with low interest rates.

(2)   The  Managing  General  Partner  attributes  the  decrease in occupancy at
      Sandspoint  Apartments to a fire that damaged  twenty-four  units in April
      2002.

(3)   The Managing  General  Partner  attributes  the decrease in occupancy to a
      poor economy and a favorable home buying market with low interest rates.

(4)   The Managing  General  Partner  attributes  the decrease in occupancy to a
      soft market.

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 2002 for each property were:

                                                 2002            2002
                                                Billing          Rate
                                            (in thousands)
Wood Lake Apartments                             $157            2.99%
Greenspoint Apartments                            147            1.23%
Sandspoint Apartments                             205            1.38%
Vinings Peak Apartments                           193            2.99%
Plantation Crossing Apartments                     97            2.95%
Sunrunner Apartments                              155            2.47%
McMillan Place Apartments                         353            2.80%
Misty Woods Apartments                             91            1.31%

Capital Improvements

Wood Lake Apartments

During the year ended December 31, 2002, the Partnership completed approximately
$96,000 of capital improvements consisting primarily of HVAC, floor covering and
appliance  replacements,   water  heaters,  and  plumbing  improvements.   These
improvements  were funded from operating cash flow. The Partnership is currently
evaluating the capital  improvement  needs of the property for the upcoming year
and currently expects to budget approximately $66,000.  Additional  improvements
may be considered  during 2003 and will depend on the physical  condition of the
property as well as the anticipated cash flow generated by the property.

Greenspoint Apartments

During the year ended December 31, 2002, the Partnership completed approximately
$212,000  of capital  improvements  consisting  primarily  of  plumbing  and air
conditioning  improvements and floor covering and appliance replacements.  These
improvements  were funded from operating cash flow. The Partnership is currently
evaluating the capital  improvement  needs of the property for the upcoming year
and currently expects to budget approximately $101,000.  Additional improvements
may be considered  during 2003 and will depend on the physical  condition of the
property as well as the anticipated cash flow generated by the property.

Sandspoint Apartments

During the year ended December 31, 2002, the Partnership completed approximately
$651,000 of capital improvements consisting primarily of air conditioning units,
plumbing  enhancements,  roof  replacements,  and floor  covering and  appliance
replacements.  These  improvements  were  funded  from  operating  cash flow and
insurance  proceeds.   The  Partnership  is  currently  evaluating  the  capital
improvement needs of the property for the upcoming year and currently expects to
budget approximately $130,000.  Additional improvements may be considered during
2003 and will depend on the  physical  condition  of the property as well as the
anticipated cash flow generated by the property.

Vinings Peak Apartments

During the year ended December 31, 2002, the Partnership completed approximately
$168,000  of  capital  improvements   consisting  primarily  of  floor  covering
replacements,  air conditioning upgrades,  office computers,  appliances,  water
heaters,  and plumbing  fixtures.  These improvements were funded from operating
cash flow. The Partnership is currently evaluating the capital improvement needs
of  the  property  for  the  upcoming  year  and  currently  expects  to  budget
approximately $84,000. Additional improvements may be considered during 2003 and
will depend on the physical condition of the property as well as the anticipated
cash flow generated by the property.

Plantation Crossing Apartments

During the year ended December 31, 2002, the Partnership completed approximately
$95,000 of capital improvements  consisting primarily of building  improvements,
floor covering and appliance  replacements.  These improvements were funded from
operating  cash flow.  The  Partnership  is  currently  evaluating  the  capital
improvement needs of the property for the upcoming year and currently expects to
budget approximately $54,000.  Additional  improvements may be considered during
2003 and will depend on the  physical  condition  of the property as well as the
anticipated cash flow generated by the property.

Sunrunner Apartments

During the year ended December 31, 2002, the Partnership completed approximately
$54,000 of capital  improvements  consisting  primarily of floor covering,  HVAC
replacements,  and structural enhancements.  These improvements were funded from
Partnership  reserves and  operating  cash flow.  The  Partnership  is currently
evaluating the capital  improvement  needs of the property for the upcoming year
and currently expects to budget approximately $60,000.  Additional  improvements
may be considered  during 2003 and will depend on the physical  condition of the
property as well as the anticipated cash flow generated by the property.

McMillian Place Apartments

During the year ended December 31, 2002, the Partnership completed approximately
$130,000 of capital  improvements  consisting  primarily  of HVAC  improvements,
floor covering,  and water heater  replacements.  These improvements were funded
from operating cash flow.  The  Partnership is currently  evaluating the capital
improvement needs of the property for the upcoming year and currently expects to
budget approximately $153,000.  Additional improvements may be considered during
2003 and will depend on the  physical  condition  of the property as well as the
anticipated cash flow generated by the property.

Misty Woods Apartments

During the year ended December 31, 2002, the Partnership completed approximately
$105,000 of capital  improvements  consisting  primarily  of floor  covering and
appliance   replacement,   perimeter  fencing,   and  office  computers.   These
improvements were funded from Partnership  reserves and operating cash flow. The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming  year and  currently  expects to budget  approximately
$68,000.  Additional  improvements may be considered during 2003 and will depend
on the physical  condition of the property as well as  Partnership  reserves and
anticipated cash flow generated by the property.


Item 3.     Legal Proceedings

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

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

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

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

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

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

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

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

During the quarter ended December 31, 2002, no matter was submitted to a vote of
unit holders through the solicitation of proxies or otherwise.

                                     PART II

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

The Partnership,  a publicly-held  limited partnership,  offered and sold 89,292
limited  partnership units aggregating  $89,292,000.  The Partnership had 89,292
units outstanding held by 3,867 limited partners of record at December 31, 2002.
Affiliates of the Managing  General  Partner owned  52,098.66 units or 58.35% at
December 31, 2002. No public trading market has developed for the Units,  and it
is not anticipated that such a market will develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2002 and 2001 (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, 2002       Unit       December 31, 2001      Unit

<S>                       <C>              <C>              <C>              <C>
Operations                $1,861           $18.38           $2,769           $27.35
Refinancing (1)               --               --            1,095            12.02
                          $1,861           $18.38           $3,864           $39.37
</TABLE>

(1) From August 2001 refinancing of Sunrunner Apartments.

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings,  and/or  property  sales.  The  Partnership's  cash  available for
distribution is reviewed on a monthly basis.  The Partnership is restricted from
distributing cash from operations of McMillan Place Apartments as a condition of
the modification of the property's  mortgage in 1998. There can be no assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after required capital  expenditures to permit  distributions to its partners in
2003 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 52,098.66 limited partnership units
in the Partnership  representing 58.35% of the outstanding units at December 31,
2002. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Managing  General  Partner.  As a result of its  ownership of 58.35% of the
outstanding units, AIMCO is in a position to influence all such voting decisions
with  respect to the  Registrant.  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.
However, IPLP, an affiliate of the Managing General Partner, is required to vote
25,228.66 of its Units:  (i) against any proposal to increase the fees and other
compensation  payable by the Partnership to the Managing General Partner and any
of  its  affiliates;  and  (ii)  on all  other  matters  submitted  by it or its
affiliates,  in  proportion  to the votes cast by non  tendering  unit  holders.
Except for the foregoing,  no other limitations are imposed on IPLP's or AIMCO's
right to vote its Units.

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

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

Results of Operations

The Partnership realized net income of approximately $853,000 and $1,376,000 for
the years ended  December 31, 2002 and 2001,  respectively.  The decrease in net
income is  attributed  to a decrease  in total  revenues  partially  offset by a
decrease in total expenses.  The decrease in total revenues is attributable to a
decrease in rental income  partially offset by a larger casualty gain recognized
in 2002 than in 2001.  Rental  income  decreased  due to a  decrease  in average
occupancy and average rental rates at all of the partnership's properties.

In February 2000, one of the Partnership's investment properties, McMillan Place
Apartments,  incurred damages to its buildings as a result of a hail storm. As a
result of the damage,  approximately  $142,000 of fixed assets and approximately
$75,000 of  accumulated  depreciation  were written off resulting in a net write
off of approximately  $67,000. The property received  approximately  $223,000 in
proceeds from the insurance  company to repair the damaged units.  For financial
statement  purposes,  a casualty gain of  approximately  $156,000 was recognized
during 2001 as a result of the difference  between the proceeds received and the
net book value of the buildings which were damaged.

In May  2001,  one of the  Partnership's  investment  properties,  Vinings  Peak
Apartments,  incurred 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.  For
financial  statement  purposes,  a casualty gain of  approximately  $314,000 was
recognized  during  2002 as a result  of the  difference  between  the  proceeds
received and the net book value of the buildings which were damaged.

In  May  2002,  one  of  the  Partnership's  investment  properties,  Sandspoint
Apartments,  incurred  damages to twenty-four  units as a result of a fire. As a
result of the damage,  approximately  $238,000 of fixed assets and approximately
$135,000 of accumulated  depreciation  were written off resulting in a net write
off of approximately $103,000.  During 2002, the property received approximately
$372,000 in proceeds from the insurance  company to repair the damaged units and
to cover approximately  $15,000 in emergency  expenses.  For financial statement
purposes,  a casualty gain of approximately  $254,000 was recognized during 2002
as a result of the  difference  between the  proceeds  received and the net book
value of the buildings which were damaged.

Total  expenses  decreased due to decreases in operating  and interest  expense,
offset by an increase in depreciation expense.  Operating expenses decreased due
to a decrease  in property  expenses  and  management  fees.  Property  expenses
decreased  due to decreases in  administrative  and  maintenance  salaries,  and
related benefits, at all properties. Management fees decreased due to a decrease
in rental revenue.  Interest expense decreased due to a decrease in the interest
rate on the mortgage encumbering McMillian Place. Depreciation expense increased
due to fixed assets placed into service during the past 12 months.

Included in general and administrative expenses for the years ended December 31,
2002 and 2001 are management  reimbursements  to the Managing General Partner as
allowed under the Partnership  Agreement.  In addition to these  reimbursements,
costs associated with the quarterly and annual communications with investors and
regulatory  agencies and the annual audit required by the Partnership  Agreement
are also included in general and administrative expenses.

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

Liquidity and Capital Resources

At  December  31,  2002,  the  Partnership  had  cash and  cash  equivalents  of
approximately $2,025,000 as compared to approximately $1,645,000 at December 31,
2001. For the year ended December 31, 2002, cash and cash equivalents  increased
approximately  $380,000 from the Partnership's year ended December 31, 2001. The
increase in cash and cash equivalents is due to approximately $4,133,000 of cash
provided by operating activities partially offset by approximately $2,874,000 of
cash used in financing  activities  and  approximately  $879,000 of cash used in
investing activities.  Net cash used in financing activities consisted primarily
of distributions to the partners and payments of principal made on the mortgages
encumbering the Partnership's properties.  Net cash used in investing activities
consisted of capital  improvements  and  replacements  offset by net withdrawals
from restricted escrows and insurance proceeds received. The Partnership invests
its working capital reserves in interest bearing accounts.

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

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the 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  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including  increased  legal  and audit  fees.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming year and currently expects to budget approximately $716,000. Additional
improvements may be considered and will depend on the physical  condition of the
properties as well as replacement  reserves and anticipated  cash flow generated
by the  properties.  The capital  expenditures  will be incurred only if cash is
available from operations or from Partnership  reserves. To the extent that such
budgeted capital  improvements are completed,  the  Partnership's  distributable
cash flow, if any, may be adversely affected at least in the short term.

The first and second  mortgage loans for McMillian Place  Apartments  matured in
October 2002 and are in default at December 31,  2002.  Subsequent  to year end,
the Managing  General Partner and the lender agreed to an eleven month extension
of the terms of the  mortgage.  As part of the  agreement,  an  affiliate of the
Managing General Partner advaned approximately  $2,101,000 to the Partnership to
repay the second mortgage.  Pursuant to the agreement,  the stated interest rate
is 6.5% from the  previous  maturity  date and the loan will mature on September
30,  2003.  The  Partnership  has  been  making  monthly  interest  payments  of
approximately  $44,000  and  $6,000,  respectively,  on  the  first  and  second
mortgages since the loans matured.

In  connection  with the  January  29,  1998  modification  of the  terms of the
mortgages  encumbering  McMillan Place  Apartments,  the first mortgage required
additional interest to be paid upon maturity at October 31, 2002 equal to 50% of
the increase in the  appreciated  fair market value of the  property,  which was
stipulated as $12,860,000 at the time of the restructuring. At December 31, 2002
the Managing  General  Partner  estimated that there had been an increase in the
fair market value of McMillan  Place  Apartments to  approximately  $14,700,000.
Accordingly,  the  financial  statements  reflect a  liability  of  $920,000  at
December 31, 2002 included in other  liabilities  to account for this  estimated
additional   interest.   This  liability  consists  of  $420,000  and  $500,000,
respectively,  that was  recorded  during each year ended  December 31, 2002 and
2001 and is included in interest expense.

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

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
"Recission of FASB Statements No. 4, 44 and 64". SFAS No. 4 "Reporting Gains and
Losses from  Extinguishment  of Debt,"  required  that all gains and losses from
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, and accordingly, gains and
losses from extinguishment of debt should only be classified as extraordinary if
they are unusual in nature and occur  infrequently.  SFAS 145 is  effective  for
fiscal  years  beginning  after May 15,  2002,  with an early  adoption  option.
Effective  April 1,  2002,  the  Managing  General  Partner  adopted  SFAS  145.
Accordingly,  the accompanying  consolidated statement of operation for 2001 has
been  restated to reflect the loss on early  extinguishment  of debt in interest
expense rather than an extraordinary item.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness of approximately $58,388,000 is amortized over varying periods with
required  balloon  payments  ranging from October  2002 to September  2021.  The
Managing General Partner will attempt to refinance such indebtedness and/or sell
the  properties  prior  to  such  maturity  dates.  If any  property  cannot  be
refinanced or sold for a sufficient  amount,  the  Partnership  will risk losing
such property through foreclosure.

Pursuant to the Partnership Agreement,  the term of the Partnership is scheduled
to expire on December 31, 2007. Accordingly,  prior to such date the Partnership
will need to either  sell its  investment  properties  or extend the term of the
Partnership. Accordingly, prior to such date the Partnership will need to either
sell its investment properties or extend the term of the Partnership.

While the Partnership is prohibited from making distributions from operations of
McMillan  Place,  the  Partnership is permitted to make  distributions  from the
operations of the Partnership's  other investment  properties.  During the years
ended  December 31, 2002 and 2001,  the  Partnership  distributed  the following
amounts (in thousand, except per unit data):

<TABLE>
<CAPTION>

                                         Per Limited                      Per Limited
                        Year Ended       Partnership      Year Ended      Partnership
                    December 31, 2002       Unit       December 31, 2001      Unit

<S>                       <C>              <C>              <C>              <C>
Operations                $1,861           $18.38           $2,769           $27.35
Refinancing (1)               --               --            1,095            12.02
                          $1,861           $18.38           $3,864           $39.37
</TABLE>

(1) From August 2001 refinancing of Sunrunner Apartments.

The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis. Future cash distributions will depend on the levels of net cash generated
from  operations,  the  availability  of cash  reserves  and the  timing of debt
maturities, refinancings, and/or property sales.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 52,098.66 limited partnership units
in the Partnership  representing 58.35% of the outstanding units at December 31,
2002. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Managing  General  Partner.  As a result of its  ownership of 58.35% of the
outstanding units, AIMCO is in a position to influence all such voting decisions
with  respect to the  Registrant.  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.
However, IPLP, an affiliate of the Managing General Partner, is required to vote
25,228.66 of its Units:  (i) against any proposal to increase the fees and other
compensation  payable by the Partnership to the Managing General Partner and any
of  its  affiliates;  and  (ii)  on all  other  matters  submitted  by it or its
affiliates,  in  proportion  to the votes cast by non  tendering  unit  holders.
Except for the foregoing,  no other limitations are imposed on IPLP's or AIMCO's
right to vote its Units.

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  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

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

Item 7.     Financial Statements


CENTURY PROPERTIES FUND XIX

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2002

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

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

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

      Notes to Consolidated Financial Statements

                 Report of Ernst & Young LLP, Independent Auditors



The Partners
Century Properties Fund XIX


We  have  audited  the  accompanying   consolidated  balance  sheet  of  Century
Properties  Fund XIX as of  December  31,  2002,  and the  related  consolidated
statements of operations, changes in partners' (deficit) capital, and cash flows
for each of the two years in the period ended December 31, 2002. These financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Century
Properties  Fund XIX at December 31, 2002, and the  consolidated  results of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 2002, in conformity with accounting  principles  generally accepted
in the United States.

As discussed in Note A to the  consolidated  financial  statements,  in 2002 the
Partnership  adopted  Statement  of  Financial  Accounting  Standards  No.  145,
"Rescission of FASB Statements No. 4, 44 and 64." As a result,  the accompanying
consolidated  financial  statements  for  2001,  referred  to  above,  have been
restated  to conform to the  presentation  adopted  in 2002 in  accordance  with
accounting principles generally accepted in the United States.


                                                            /s/ERNST & YOUNG LLP



Greenville, South Carolina
February 14, 2003

                           CENTURY PROPERTIES FUND XIX

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 2,025
   Receivables and deposits                                                    1,264
   Restricted escrows                                                             45
   Other assets                                                                  473
   Investment properties (Notes B and E):
     Land                                                     $ 11,635
     Buildings and related personal property                    91,770
                                                               103,405
     Less accumulated depreciation                             (55,970)       47,435
                                                                            $ 51,242

Liabilities and Partners' (Deficit) Capital

Liabilities
   Accounts payable                                                          $ 356
   Tenant security deposit payable                                               286
   Accrued property taxes                                                        776
   Due to former affiliate                                                       364
   Other liabilities                                                           1,243
   Mortgage notes payable (Note B), including $12,062
    in default                                                                58,388

Partners' Deficit
   General partner                                            $ (9,838)
   Limited partners (89,292 units issued and
      and outstanding)                                            (333)      (10,171)
                                                                            $ 51,242

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                           CENTURY PROPERTIES FUND XIX

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

<TABLE>
<CAPTION>

                                                               Years Ended December 31,
                                                                   2002         2001
Revenues:                                                                    (Restated)
<S>                                                               <C>          <C>
  Rental income                                                   $15,104      $16,503
  Other income                                                      1,351        1,330
  Casualty gains (Note G)                                             568          156
      Total revenues                                               17,023       17,989

Expenses:
  Operating                                                         5,866        6,197
  General and administrative                                          485          510
  Depreciation                                                      3,592        3,476
  Interest                                                          4,824        5,052
  Property taxes                                                    1,403        1,378
      Total expenses                                               16,170       16,613

Net income                                                         $ 853       $ 1,376

Net income allocated to general partner                            $ 100        $ 163

Net income allocated to limited partners                              753        1,213

                                                                   $ 853       $ 1,376

Per limited partnership unit                                      $ 8.43       $ 13.58

Distribution per limited partnership unit                         $ 18.38      $ 39.37

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                           CENTURY PROPERTIES FUND XIX

         CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) 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) capital at
  December 31, 2000                       89,292      $(9,532)    $ 2,857    $(6,675)

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

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

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

Distribution paid to partners                 --         (220)     (1,641)    (1,861)

Net income for the year ended
  December 31, 2002                           --          100         753        853

Partners' deficit at
  December 31, 2002                       89,292      $(9,838)    $ (333)   $(10,171)

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                           CENTURY PROPERTIES FUND XIX

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

                                                                 Years Ended December 31,
                                                                     2002         2001
Cash flows from operating activities:
<S>                                                                  <C>         <C>
  Net income                                                         $ 853       $ 1,376
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Casualty gain                                                     (568)        (156)
     Loss on early extinguishment of debt                                --           39
     Depreciation                                                     3,592        3,476
     Amortization of loan costs and discount                             90           95
     Contingent interest on mortgage encumbering McMillan Place         420          250
     Change in accounts:
       Receivables and deposits                                        (265)        (118)
       Other assets                                                     (20)          22
       Accounts payable                                                  86           32
       Tenant security deposit payable                                  (14)         (18)
       Accrued property taxes                                           148          113
       Due to former affiliate                                           94           --
       Other liabilities                                               (283)        (245)
          Net cash provided by operating activities                   4,133        4,866

Cash flows from investing activities:
  Property improvements and replacements                             (1,836)      (1,929)
  Net insurance proceeds received                                       833          223
  Net withdrawals from (deposits to) restricted escrows                 124          (43)
          Net cash used in investing activities                        (879)      (1,749)

Cash flows from financing activities:
  Proceeds from long term borrowing                                      --        4,650
  Repayment of mortgage note payable                                     --       (3,250)
  Loan cost paid                                                         --         (185)
  Payments on mortgage notes payable                                 (1,013)        (995)
  Distributions to partners                                          (1,861)      (3,864)
          Net cash used in financing activities                      (2,874)      (3,644)

Net increase (decrease) in cash and cash equivalents                    380         (527)
Cash and cash equivalents at beginning of the year                    1,645        2,172
Cash and cash equivalents at end of year                            $ 2,025      $ 1,645

Supplemental disclosure of cash flow information:
  Cash paid for interest                                            $ 4,309      $ 4,417
Supplemental information of non-cash activity:
  Property improvements and replacements in accounts
   payable                                                           $ --         $ 325

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                           CENTURY PROPERTIES FUND XIX

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2002

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, 2002, the Partnership
operated eight residential  apartment  complexes  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 Partnership  Agreement provides
that the  Partnership  is to terminate  on December  31, 2007 unless  terminated
prior to such date.

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

Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures about
Fair Value of Financial  Instruments",  as amended by SFAS No. 119, "Disclosures
about Derivative Financial Instruments and Fair Value of Financial Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the  carrying  amount of its  financial  instruments  (except for long term
debt)  approximates  their fair value due to the short  term  maturity  of these
instruments.  The  fair  value  of the  Partnership's  long  term  debt,  at the
Partnership's incremental borrowing rate, is approximately $59,587,000.

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  $1,866,000 at December 31, 2002 that are
maintained by the affiliated management company on behalf of affiliated entities
in cash concentration accounts.

Reserve Account

As a condition of  refinancing  the debt of Misty  Woods,  the  Partnership  was
required to establish reserve accounts. The reserve accounts were established to
cover necessary repairs and replacements of existing improvements, debt service,
out of pocket expenses incurred for ordinary and necessary administrative tasks,
and payment of real property taxes and insurance  premiums.  The  Partnership is
required to deposit net operating  income (as defined in the mortgage note) from
each  refinanced  property.  The balance at December 31, 2002, is  approximately
$45,000, which includes interest.

Tenant Security Deposits

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

Investment Properties

Investment  properties  consist of five  apartment  complexes  and are stated at
cost. Acquisition fees are capitalized as a cost of real estate. Expenditures in
excess of $250 that  maintain an existing  asset which has a useful life of more
than  one  year  are  capitalized  as  capital   replacement   expenditures  and
depreciated  over the  estimated  useful  life of the  asset.  Expenditures  for
ordinary  repairs,  maintenance  and  apartment  turnover  costs are expensed as
incurred.

In accordance  with Statement of Financial  Accounting  Standards Board ("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, 2002 and 2001.

Depreciation

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

Leases

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

Advertising Costs

The Partnership expenses the costs of advertising as incurred. Advertising costs
of approximately $259,000 and $311,000 for the years ended December 31, 2002 and
2001, respectively, were charged to operating expense as incurred.

Loan Costs

Loan costs of  approximately  $1,120,000  are  included  in other  assets in the
accompanying   consolidated  balance  sheet  and  are  being  amortized  by  the
straight-line  method  over  the  life  of the  loans.  At  December  31,  2002,
accumulated  amortization is approximately $821,000.  Amortization of loan costs
is  included  in  interest  expense.  Amortization  expense  is  expected  to be
approximately  $57,000 in 2003,  $56,000 in 2004, $39,000 in 2005 and $9,000 for
each of the years 2006 and 2007.

Segment Reporting

Statement of Financial  Accounting Standards ("SFAS") No. 131, "Disclosure about
Segments of an Enterprise and Related Information" established standards for the
way that public business enterprises report information about operating segments
in annual  financial  statements  and  requires  that those  enterprises  report
selected  information about operating segments in interim financial reports.  It
also established  standards for related disclosures about products and services,
geographic  areas,  and  major  customers.  As  defined  in SFAS  No.  131,  the
Partnership has only one reportable segment.

Recent Accounting Pronouncements

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

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
"Recission of FASB Statements No. 4, 44 and 64". SFAS No. 4 "Reporting Gains and
Losses from  Extinguishment  of Debt,"  required  that all gains and losses from
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, and accordingly, gains and
losses from extinguishment of debt should only be classified as extraordinary if
they are unusual in nature and occur  infrequently.  SFAS 145 is  effective  for
fiscal  years  beginning  after May 15,  2002,  with an early  adoption  option.
Effective  April 1,  2002,  the  Managing  General  Partner  adopted  SFAS  145.
Accordingly,  the accompanying  consolidated statement of operation for 2001 has
been  restated to reflect the loss on early  extinguishment  of debt in interest
expense rather than an extraordinary item.

Note B - Mortgage Notes Payable

<TABLE>
<CAPTION>

                               Principal    Monthly                              Principal
                               Balance At   Payment      Stated                   Balance
                              December 31, Including    Interest    Maturity      Due At
           Property               2002      Interest      Rate        Date       Maturity
                                   (in thousands)                             (in thousands)
<S>                             <C>         <C>           <C>       <C>   <C>     <C>
Wood Lake Apartments            $ 6,778     $ 57          7.50%     07/01/03      $ 6,615
Greenspoint Apartments            8,311       68          8.33%     05/15/05        7,988
Sandspoint Apartments             9,231       76          8.33%     05/15/05        8,874
Vinings Peak Apartments           7,871       67          7.50%     07/01/03        7,785
Plantation Crossing
  Apartments                      4,592       39          7.50%     07/01/03        4,542
Sunrunner Apartments              4,511       36          7.06%     09/01/21           --
McMillan Place Apartments
   1st Mortgage                   9,961       44 (1)        (1)     10/31/02        9,967
   2nd Mortgage                               --            (1)     10/31/02        1,301
                                       (1)
     (interest bearing)           1,301
   2nd Mortgage                               -- (1)        (1)     10/31/02         800
     (non-interest bearing)         800
Misty Woods Apartments            5,032       40          7.88%     01/01/06        4,777
                                $58,388     $427                                  $52,649
</TABLE>

 (1)  The first and  second  mortgages  matured  on October  31,  2002,  and are
      currently in default.  The default interest rate on the first mortgage and
      the interest bearing portion of the second mortgage is 10.26%. The default
      interest rate on the  non-interest  bearing portion of the second mortgage
      is 5.0%. All payments are interest only.

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

On January 29, 1998,  the Managing  General  Partner  successfully  negotiated a
modification of the terms of the mortgages encumbering McMillan Place, which had
been in default since January 20, 1997.  The first  mortgage  requires  interest
only  payments  through  October 31, 2001,  at a rate of 9.15% and for the final
year,  at a fixed rate of 325 basis points plus the  annualized  yield on United
States Treasury  non-callable bonds having a one year maturity, as determined at
November 1, 2001.  In addition,  any excess cash as defined in the modified loan
agreement  is required to be  remitted to the  mortgage  holder by January 20 of
each year to be  applied  to  outstanding  principal  and  interest.  Additional
interest is  required  to be paid upon  maturity of the note equal to 50% of the
increase in the  appreciated  fair market  value of  McMillan  Place,  which was
stipulated as $12,860,000 at the time of  restructuring,  as defined in the note
agreement.  At December  31, 2002 the lender and the  Managing  General  Partner
agreed  that there had been an  increase  in the fair  market  value of McMillan
Place and accordingly a liability for $920,000 is recorded at December 31, 2002.
The  second  mortgage  balance  of  approximately   $2,119,000   consists  of  a
non-interest bearing portion of $800,000,  which was due at the maturity date of
October 31, 2002, and an interest  bearing  portion of $1,319,000.  The interest
bearing  portion has a stated  interest rate of 9.15%.  Interest on the modified
debt is being  recorded at an effective rate of 9.15% for the first mortgage and
4.47% for the second mortgage which are the rates required to equate the present
value of the total  future cash  payments  under the new terms with the carrying
amount  of the  loans  at the  date of  modification.  In  connection  with  the
modification,  a former affiliate  advanced  $270,000 to the  Partnership.  This
amount  was  used as part of the  payment  of  accrued  interest  on the  second
mortgage.  This advance is due upon sale and/or refinancing of the property. The
Partnership has accrued $94,000 of interest related to the note payable.

The first and second  mortgage loans for McMillian Place  Apartments  matured in
October 2002 and are in default at December 31,  2002.  Subsequent  to year end,
the Managing  General Partner and the lender agreed to an eleven month extension
of the terms of the  mortgage.  As part of the  agreement,  an  affiliate of the
Managing General Partner advaned approximately  $2,101,000 to the Partnership to
repay the second mortgage.  Pursuant to the agreement,  the stated interest rate
is 6.5% from the  previous  maturity  date and the loan will mature on September
30,  2003.  The  Partnership  has  been  making  monthly  interest  payments  of
approximately  $44,000  and  $6,000,  respectively,  on  the  first  and  second
mortgages since the loans matured.

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

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

                               2003        $31,771
                               2004            514
                               2005         17,200
                               2006          4,926
                               2007            159
                            Thereafter       3,818
                                           $58,388

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 income and Federal  taxable
income for the years ended December 31, 2002 and 2001 (in thousands,  except per
unit data):

                                                           2002         2001
Net income as reported                                     $ 853      $ 1,376
Add (deduct):
   Depreciation differences                                 1,011         167
   Other                                                     (171)        195
   Unearned income                                            (51)        (71)
Federal taxable income                                    $ 1,642     $ 1,667
Federal taxable income per limited partnership unit       $ 16.22     $ 16.46

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

                                                  2002

Net liabilities as reported                     $(10,171)
Land and buildings                                (5,150)
Accumulated depreciation                         (24,659)
Syndication and distribution costs                 4,451
Unearned income                                      255
Other                                              1,140
Deferred Sales Commission                          7,947

Net liabilities - Federal tax basis              $26,187

Note D - Transactions with Affiliated Parties

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

During the years ended  December 31, 2002 and 2001,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Registrant's  properties  as  compensation  for  providing  property  management
services.  The Registrant  paid to such  affiliates  approximately  $834,000 and
$969,000 for the years ended December 31, 2002 and 2001,  respectively which are
included in operations expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $172,000 and
$166,000 for the years ended December 31, 2002 and 2001, respectively, which are
included in general and administrative expenses.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership, the general partner is entitled to receive a Partnership management
fee  equal  to  10%  of the  Partnership's  adjusted  cash  from  operations  as
distributed.  Approximately $186,000 and $277,000 in Partnership management fees
were paid along with the  distributions  from  operations  made during the years
ended December 31, 2002 and 2001, respectively.

During the year ended  December 31, 2001, the  Partnership  paid an affiliate of
the Managing  General Partner  approximately  $47,000 for loan costs  associated
with the refinancing of Sunrunner  Apartments.  These costs were capitalized and
included in other assets on the consolidated balance sheet.

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

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General Partner.  During the year ended December
31, 2002 and 2001, the Partnership  paid AIMCO and its affiliates  approximately
$263,000 and $136,000,  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 52,098.66 limited partnership units
in the Partnership  representing 58.35% of the outstanding units at December 31,
2002. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Managing  General  Partner.  As a result of its  ownership of 58.35% of the
outstanding units, AIMCO is in a position to influence all such voting decisions
with  respect to the  Registrant.  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.
However, IPLP, an affiliate of the Managing General Partner, is required to vote
25,228.66 of its Units:  (i) against any proposal to increase the fees and other
compensation  payable by the Partnership to the Managing General Partner and any
of  its  affiliates;  and  (ii)  on all  other  matters  submitted  by it or its
affiliates,  in  proportion  to the votes cast by non  tendering  unit  holders.
Except for the foregoing,  no other limitations are imposed on IPLP's or AIMCO's
right to vote its Units.

Note E - Real Estate and Accumulated Depreciation

                                                      Initial Cost
                                                     To Partnership
                                                     (in thousands)
<TABLE>
<CAPTION>

                                                             Buildings       Net Cost
                                                            and Related     Capitalized
                                                             Personal      Subsequent to
        Description            Encumbrances       Land       Property       Acquisition
                              (in thousands)                              (in thousands)

<S>                              <C>            <C>           <C>             <C>
Wood Lake Apartments             $ 6,778        $ 1,206       $10,980         $ 1,458
Greenspoint Apartments             8,311          2,165        11,199           1,544
Sandspoint Apartments              9,231          2,124        13,158           2,121
Vinings Peak Apartments            7,871          1,632        12,321           2,001
Plantation Crossing
  Apartments                       4,592          1,062         7,576           1,380
Sunrunner Apartments               4,511            634         6,485             847
McMillan Place Apartments         12,062          2,399        10,826           1,680
Misty Woods Apartments             5,032            429         6,846           1,332
                                 $58,388        $11,651       $79,391         $12,363
</TABLE>

                     Gross Amount At Which Carried
                         At December 31, 2002
                            (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     $12,438     $13,644      $ 7,984      1983    12/83    5-30 yrs
Apartments
Greenspoint
  Apartments         2,140      12,768      14,908        7,734      1984     2/84    5-30 yrs
Sandspoint           2,147      15,256      17,403        8,948      1984     2/84    5-30 yrs
Apartments
Vinings Peak
  Apartments         1,632      14,322      15,954        8,663      1982     4/84    5-30 yrs
Plantation
Crossing
  Apartments         1,062       8,956      10,018        5,575      1980     6/84    5-30 yrs
Sunrunner              587       7,379       7,966        4,707      1981     7/84    5-30 yrs
Apartments
McMillan Place
  Apartments         2,427      12,478      14,905        7,504      1985     6/85    5-30 yrs
Misty Woods
  Apartments           434       8,173       8,607        4,855      1985     6/85    5-30 yrs
                   $11,635     $91,770     $103,405     $55,970
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

                                              Years Ended December 31,
                                                 2002          2001
                                                   (in thousands)
Investment Properties
Balance at beginning of year                   $102,501      $100,521
  Property improvements                           1,511         2,122
  Disposal of assets                               (607)         (142)
Balance at end of year                         $103,405      $102,501

Accumulated Depreciation
Balance at beginning of year                   $ 52,735      $ 49,334
  Additions charged to expense                    3,592         3,476
  Disposal of assets                               (357)          (75)
Balance at end of year                         $ 55,970      $ 52,735

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2002 and 2001,  is  approximately  $98,255,000  and  $97,561,000,
respectively.  The accumulated  depreciation  for Federal income tax purposes at
December  31,  2002 and 2001,  is  approximately  $80,628,000  and  $78,048,000,
respectively.

Note F - Casualty Gain

In February 2000, one of the Partnership's investment properties, McMillan Place
Apartments,  incurred damages to its buildings as a result of a hail storm. As a
result of the damage,  approximately  $142,000 of fixed assets and approximately
$75,000 of  accumulated  depreciation  were written off resulting in a net write
off of approximately  $67,000. The property received  approximately  $223,000 in
proceeds from the insurance  company to repair the damaged units.  For financial
statement  purposes,  a casualty gain of  approximately  $156,000 was recognized
during 2001 as a result of the difference  between the proceeds received and the
net book value of the buildings which were damaged.

In May  2001,  one of the  Partnership's  investment  properties,  Vinings  Peak
Apartments,  incurred 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.  For
financial  statement  purposes,  a casualty gain of  approximately  $314,000 was
recognized  during  2002 as a result  of the  difference  between  the  proceeds
received and the net book value of the buildings which were damaged.

In  May  2002,  one  of  the  Partnership's  investment  properties,  Sandspoint
Apartments,  incurred  damages to twenty-four  units as a result of a fire. As a
result of the damage,  approximately  $238,000 of fixed assets and approximately
$135,000 of accumulated  depreciation  were written off resulting in a net write
off of approximately $103,000.  During 2002, the property received approximately
$372,000 in proceeds from the insurance  company to repair the damaged units and
to cover approximately  $15,000 in emergency  expenses.  For financial statement
purposes,  a casualty gain of approximately  $254,000 was recognized during 2002
as a result of the  difference  between the  proceeds  received and the net book
value of the buildings which were damaged.

Note G - Legal Proceedings

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

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

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

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

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

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

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

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

            None.

                                    PART III

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

Neither Century  Properties Fund XIX (the "Partnership" or the "Registrant") nor
Fox  Partners  II  ("Fox"),  the  general  partner of the  Partnership,  has any
officers  or  directors.  Fox  Capital  Management  Corporation  ("FCMC"  or the
"Managing  General  Partner"),  the managing general partner of Fox, manages and
controls  substantially  all  of  the  Partnership's  affairs  and  has  general
responsibility and ultimate authority in all matters affecting its business.

The names and ages of, as well as the positions and offices held by, the present
executive  officers and director of the Managing  General  Partner are set forth
below.  There are no family  relationships  between  or among  any  officers  or
directors.

Name                        Age    Position

Patrick J. Foye              45    Executive Vice President and Director
Paul J. McAuliffe            46    Executive Vice President and Chief
                                     Financial Officer
Thomas C. Novosel            44    Senior Vice President and Chief Accounting
                                     Officer

Patrick J. Foye has been  Executive  Vice President and Director of the Managing
General  Partner  since October 1, 1998.  Mr. Foye has served as Executive  Vice
President  of AIMCO  since  May 1998,  where he is  responsible  for  continuous
improvement,  acquisitions of partnership securities,  consolidation of minority
interests,  and corporate and other  acquisitions.  Prior to joining AIMCO,  Mr.
Foye was a Merger and  Acquisitions  Partner in the law firm of  Skadden,  Arps,
Slate, Meagher & Flom LLP from 1989 to 1998.

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

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

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

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

The executive  officers and director of the Managing  General Partner  discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive  officers and director of the Managing  General  Partner have approved
the  inclusion of the audited  financial  statements  in the Form 10-KSB for the
year  ended  December  31,  2002 for filing  with the  Securities  and  Exchange
Commission.

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2003. Fees for
2002 were  audit  services  of  approximately  $70,000  and  non-audit  services
(principally tax-related) of approximately $33,000.

Item 10.    Executive Compensation

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

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial owner of more than 5% of the Units of Limited Partnership Interest of
the Registrant as of December 31, 2002.


   Entity                                Number of Units   Percent of Total

   Insignia Properties, L.P.                25,228.66            28.26%
     (an affiliate of AIMCO)
   Fox Capital Management Corporation          100.00             0.11%
     (an affiliate of AIMCO)
   IPLP Acquisition I, LLC                   4,892.00             5.48%
     (an affiliate of AIMCO)
   AIMCO Properties, LP                     21,878.00            24.50%
     (an affiliate of AIMCO)

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

AIMCO Properties,  LP is indirectly ultimately controlled by AIMCO. Its business
address is 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 52,098.66  limited  partnership  units,  AIMCO,
through its affiliates, could be in a position to influence all voting decisions
with respect to the Partnership.  Under the Partnership Agreement,  unit holders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters.  When voting on matters,  IPLP would in all likelihood  vote
the Units it  acquired in a manner  favorable  to the  interest of the  Managing
General Partner because of its affiliation  with the Managing  General  Partner.
However,  IPLP is  required  to vote  24,811.66  of its Units:  (i)  against any
proposal to increase the fees and other compensation  payable by the Partnership
to the Managing General Partner and any of its affiliates; and (ii) on all other
matters  submitted by it or its  affiliates,  in proportion to the votes cast by
non tendering unit holders.  Except for the foregoing,  no other limitations are
imposed on IPLP's right to vote its Units.

Item 12.    Certain Relationships and Related Transactions

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

During the years ended  December 31, 2002 and 2001,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Registrant's  properties  as  compensation  for  providing  property  management
services.  The Registrant  paid to such  affiliates  approximately  $834,000 and
$969,000 for the years ended December 31, 2002 and 2001,  respectively which are
included in operations expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $172,000 and
$166,000 for the years ended December 31, 2002 and 2001, respectively, which are
included in general and administrative expenses.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership, the general partner is entitled to receive a Partnership management
fee  equal  to  10%  of the  Partnership's  adjusted  cash  from  operations  as
distributed.  Approximately $186,000 and $277,000 in Partnership management fees
were paid along with the  distributions  from  operations  made during the years
ended December 31, 2002 and 2001, respectively.

During the year ended  December 31, 2001, the  Partnership  paid an affiliate of
the Managing  General Partner  approximately  $47,000 for loan costs  associated
with the refinancing of Sunrunner  Apartments.  These costs were capitalized and
included in other assets on the consolidated balance sheet.

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

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General Partner.  During the year ended December
31, 2002 and 2001, the Partnership  paid AIMCO and its affiliates  approximately
$263,000 and $136,000,  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 52,098.66 limited partnership units
in the Partnership representing 58.35% of the outstanding units at September 30,
2002. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Managing  General  Partner.  As a result of its  ownership of 58.35% of the
outstanding units, AIMCO is in a position to influence all such voting decisions
with  respect to the  Registrant.  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.
However, IPLP, an affiliate of the Managing General Partner, is required to vote
25,228.66 of its Units:  (i) against any proposal to increase the fees and other
compensation  payable by the Partnership to the Managing General Partner and any
of  its  affiliates;  and  (ii)  on all  other  matters  submitted  by it or its
affiliates,  in  proportion  to the votes cast by non  tendering  unit  holders.
Except for the foregoing,  no other limitations are imposed on IPLP's or AIMCO's
right to vote its Units.

Item 13.    Exhibits and Reports on Form 8-K

(a) Exhibits:

            See Exhibit Index attached.

      (b) Reports on Form 8-K filed in the fourth quarter of calendar year 2002:

            None.

Item 14.    Controls and Procedures

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

                                   SIGNATURES



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


                                    CENTURY PROPERTIES FUND XIX


                                    By:   FOX PARTNERS II,
                                          Its General Partner


                                    By:   FOX CAPITAL MANAGEMENT CORPORATION,
                                          Its Managing General Partner


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


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


                                    Date: March 28, 2003


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


/s/Patrick J. Foye            Executive Vice President      Date: March 28, 2003
Patrick J. Foye               and Director


/s/Thomas C. Novosel          Senior Vice President         Date: March 28, 2003
Thomas C. Novosel             and Chief Accounting Officer


                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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


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


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


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


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


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


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


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


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


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


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


Date:  March 28, 2003

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

                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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


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


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


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


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


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


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


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


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


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


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


Date:  March 28, 2003

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

                       CENTURY PROPERTIES INCOME FUND XIX
                                  EXHIBIT INDEX



Exhibit Number                Description of Exhibit

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

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

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

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

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

      10.1        Amended and Restated  Note A, made as of September 1, 1994, by
                  the  Registrant  in favor of The Travelers  Insurance  Company
                  ("Travelers")   in  the  principal   amount  of   $10,800,000,
                  incorporated  by reference to the  Registrant's  Form 10-Q for
                  the quarter ended December 31, 1994.

      10.2        Amended and Restated  Note B, made as of September 1, 1994, by
                  the  Registrant in favor of Travelers in the principal  amount
                  of   $2,138,673.53,   incorporated   by   reference   to   the
                  Registrant's  Form 10-Q for the  quarter  ended  December  31,
                  1994.

      10.3        Amended and Restated  Deed of Trust,  dated as of September 1,
                  1994,  between the Registrant and Travelers,  incorporated  by
                  reference to the Registrant's  Form 10-Q for the quarter ended
                  December 31, 1994.

      10.4        Amended and  Restated  Note B, made as of  September  1, 1994,
                  between  the  Registrant  and   Travelers,   incorporated   by
                  reference to the Registrant's  Form 10-Q for the quarter ended
                  December 31, 1994.

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

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

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

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

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

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

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

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

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

      99          Certification of Chief Executive Officer and  Chief  Financial
                  Officer.

Exhibit 99


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



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

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

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


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  March 28, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  March 28, 2003


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