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, 2003

[ ]  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.  $13,125,000

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, 2003. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


<PAGE>



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

                                     PART I

Item 1.     Description of Business

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

Pursuant to the Partnership Agreement, the term of the Partnership was scheduled
to expire on December  31,  2007.  In  connection  with the  refinancing  of the
mortgages encumbering three of the investment properties (see "Note B - Mortgage
Notes Payable"), the lender required that the Partnership extend the term of the
Partnership beyond the maturity date of the new loans, which is July 1, 2013. In
this regard,  on September 3, 2003 the Partnership  sent the limited  partners a
consent solicitation seeking their consent to extend the term of the Partnership
to  December  31,  2024.  The  consent of a majority  in interest of the limited
partners was required to extend the term of the  Partnership.  The  solicitation
expired on  September  22, 2003 and the  Partnership  received  the consent of a
majority  of the  limited  partners  to  extend  the  term  of the  Partnership.
Therefore,  the term of the  Partnership  is scheduled to expire on December 31,
2024.

The Partnership's  Registration Statement,  filed pursuant to the Securities Act
of 1933 (No.  2-79007),  was declared  effective by the  Securities and Exchange
Commission on September 20, 1983.  Beginning in September  1983 through  October
1984, the Partnership  offered 90,000 Limited  Partnership Units and sold 89,292
units having an initial cost of  $89,292,000.  The net proceeds of this offering
were used to acquire thirteen income-producing real estate properties. Since its
initial  offering,  the Partnership has not received,  nor have limited partners
been  required to make,  additional  capital  contributions.  The  Partnership's
original  property  portfolio was  geographically  diversified  with  properties
acquired  in  seven  states.  The  Partnership's   acquisition  activities  were
completed in June 1985 and since then the principal  activity of the Partnership
has been  managing  its  portfolio.  One  property was sold in each of the years
1988, 1992, 1993, 1994 and 2003. In addition,  one property was foreclosed on in
1993.  See  "Item  2.  Description  of  Properties"  for a  description  of  the
Partnership's remaining seven properties.

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

The Partnership  has no employees.  Management and  administrative  services are
provided by the Managing  General Partner and by agents retained by the Managing
General  Partner.  An affiliate of the Managing  General  Partner  provided such
property management services for the years ended December 31, 2003 and 2002.

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.

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

Item 2.     Description of Properties

The following table sets forth the Partnership's investment in properties:
<TABLE>
<CAPTION>

                                   Date of
Property                          Purchase        Type of Ownership           Use

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

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

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

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

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

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

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

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

In August 2003, the Partnership  sold McMillan Place  Apartments to an unrelated
third party,  for net proceeds of  approximately  $13,249,000  after  payment of
closing costs. The Partnership used approximately $9,128,000 of the net proceeds
to repay the mortgage encumbering the property and to pay approximately $210,000
in contingent interest due to the lender. Contingent interest was required to be
paid  upon  the  sale  of the  property  equal  to 50%  of the  increase  in the
appreciated  fair market value of the property  above the  stipulated  amount of
$12,860,000.  The Partnership had previously accrued approximately  $920,000 for
this  contingent  interest.  The over accrued  contingent  interest was reversed
against interest expense during the year ended December 31, 2003 and is included
in income (loss) from discontinued  operations.  The Partnership realized a gain
of approximately  $6,013,000 as a result of the sale. The property's  operations
are shown as income (loss) from discontinued  operations and include revenues of
approximately  $1,594,000  and  $2,711,000 for the years ended December 31, 2003
and 2002,  respectively.  In addition,  the Partnership recorded a loss on early
extinguishment  of debt of approximately  $5,000 as a result of unamortized loan
costs  being  written  off.  This  amount  is  included  in income  (loss)  from
discontinued operations.

Schedule of Properties

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

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

<S>                         <C>          <C>         <C>                   <C>
Wood Lake Apartments        $13,816      $ 8,478     5-30 yrs    S/L       $ 1,827
Greenspoint Apartments       15,119        8,248     5-30 yrs    S/L         2,588
Sandspoint Apartments        17,778        9,530     5-30 yrs    S/L         2,783
Vinings Peak Apartments      16,163        9,215     5-30 yrs    S/L         2,374
Plantation Crossing
  Apartments                 10,167        5,963     5-30 yrs    S/L         1,648
Sunrunner Apartments          8,038        4,992     5-30 yrs    S/L         1,208
Misty Woods Apartments        8,675        5,210     5-30 yrs    S/L         1,104
                            $89,756      $51,636                           $13,532
</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               2003          Rate     Amortized     Date     Maturity (1)
                           (in thousands)                                    (in thousands)

<S>                            <C>           <C>        <C>        <C>   <C>     <C>
Wood Lake Apartments           $ 7,402       4.41%      25 yrs     07/01/13      $ 4,592
Greenspoint Apartments           8,181       8.33%      30 yrs     05/15/05        7,988
Sandspoint Apartments            9,086       8.33%      30 yrs     05/15/05        8,874
Vinings Peak Apartments          8,359       4.41%      25 yrs     07/01/13        5,186
Plantation Crossing
  Apartments                     4,421       4.41%      25 yrs     07/01/13        2,743
Sunrunner Apartments             4,391       7.06%      20 yrs     09/01/21           --
Misty Woods Apartments           4,958       7.88%      30 yrs     01/01/06        4,777
                               $46,798                                           $34,160
</TABLE>

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

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

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

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

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

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

Rental Rate and Occupancy

Average annual rental rates and occupancy for 2003 and 2002 for each property:
<TABLE>
<CAPTION>

                                            Average Annual              Average
                                             Rental Rates              Occupancy
                                              (per unit)
Property                                  2003          2002         2003      2002
<S>                  <C>                 <C>           <C>           <C>        <C>
Wood Lake Apartments (1)                 $ 8,925       $ 9,723       91%        87%
Greenspoint Apartments (2)                 6,215         8,213       85%        90%
Sandspoint Apartments (2)                  6,850         7,134       82%        87%
Vinings Peak Apartments (1)                8,392         9,165       91%        87%
Plantation Crossing Apartments (1)         8,082         8,601       94%        88%
Sunrunner Apartments                       7,301         7,197       92%        94%
Misty Woods Apartments (3)                 6,754         6,885       91%        88%
</TABLE>

(1)   The Managing General Partner attributes the increase in occupancy at these
      properties to increased  marketing  efforts by property  management in the
      local markets.

(2)   The Managing General Partner attributes the decrease in occupancy at these
      properties to a slow  economy,  job layoffs and higher  unemployment,  and
      increased home purchases due to favorable interest rates.

(3)   The Managing General Partner attributes the increase in occupancy at Misty
      Woods Apartments to decreased rental rates at the property.

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

Real Estate Taxes and Rates

Real estate taxes and rates in 2003 for each property were:

                                                 2003            2003
                                                Billing          Rate
                                            (in thousands)
Wood Lake Apartments                             $148            2.99%
Greenspoint Apartments                            152            1.21%
Sandspoint Apartments                             204            1.32%
Vinings Peak Apartments                           173            2.99%
Plantation Crossing Apartments                    100            3.00%
Sunrunner Apartments                              160            2.47%
Misty Woods Apartments                            103            1.16%

Capital Improvements

Wood Lake Apartments

During the year ended December 31, 2003, the Partnership completed approximately
$173,000 of capital  improvements at the property  consisting  primarily of roof
and structural upgrades, parking lot resurfacing,  air conditioning units, major
landscaping,  and  appliance,  wall covering,  and floor covering  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 $121,000. Additional
improvements  may be  considered  during  2004 and will  depend on the  physical
condition of the property as well as  replacement  reserves and the  anticipated
cash flow generated by the property.

Greenspoint Apartments

During the year ended December 31, 2003, the Partnership completed approximately
$211,000 of capital  improvements at the property  consisting  primarily of roof
upgrades, and air conditioning, appliance and floor covering 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 $185,000.  Additional improvements
may be considered  during 2004 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, 2003, the Partnership completed approximately
$374,000 of capital  improvements at the property consisting  primarily of major
landscaping, exterior painting, plumbing enhancements, structural upgrades, roof
replacements,   and  floor  covering,   air  conditioning   unit  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
$238,000.  Additional improvements may be considered during 2004 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, 2003, the Partnership completed approximately
$209,000 of capital  improvements at the property consisting  primarily of floor
covering and appliance  replacements,  air conditioning upgrades, and structural
improvements.  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 $154,000.  Additional improvements may be considered during
2004 and will  depend  on the  physical  condition  of the  property  as well as
replacement reserves and the anticipated cash flow generated by the property.

Plantation Crossing Apartments

During the year ended December 31, 2003, the Partnership completed approximately
$149,000  of  capital  improvements  at the  property  consisting  primarily  of
plumbing fixture upgrades,  exterior painting,  structural  upgrades,  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 $99,000.  Additional  improvements may be considered during
2004 and will  depend  on the  physical  condition  of the  property  as well as
replacement reserves and the anticipated cash flow generated by the property.

Sunrunner Apartments

During the year ended December 31, 2003, the Partnership completed approximately
$72,000 of capital  improvements at the property  consisting  primarily of floor
covering replacements,  air conditioning upgrades, and structural  enhancements.
These  improvements  were funded from operating  cash flow.  The  Partnership is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year and currently expects to budget approximately $110,000. Additional
improvements  may be  considered  during  2004 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, 2003, the Partnership completed approximately
$76,000 of capital  improvements at the property  consisting  primarily of floor
covering and appliance replacements and fire safety upgrades. 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 $125,000.  Additional improvements may
be  considered  during 2004 and will  depend on the  physical  condition  of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

McMillan Place Apartments

During the year ended December 31, 2003, the Partnership completed approximately
$122,000 of capital  improvements at the property  consisting  primarily of HVAC
improvements   and  floor   covering  and  water  heater   replacements.   These
improvements were funded from operating cash flow. McMillan Place Apartments was
sold in August 2003.

Item 3.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (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 Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

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

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending appeal.  The Managing  General Partner is currently
scheduled  to file a brief in  support  of the order  approving  settlement  and
entering judgment thereto by April 23, 2004.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

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.

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

On  September  3, 2003,  the  Partnership  began  soliciting  the consent of its
limited  partners to an amendment (the  "Amendment") to the Amended and Restated
Agreement of Limited  Partnership  of the  Partnership to extend the term of the
Partnership  from December 31, 2007 to December 31, 2024. The consent of limited
partners who own more than 50% of all outstanding  limited  partnership units in
the Partnership ("units") was required to approve the Amendment.

At midnight, New York City time, on September 22, 2003, the consent solicitation
expired  pursuant  to its terms.  Limited  partners  owning more than 50% of all
outstanding  limited  partnership  units  in the  Partnership  consented  to the
Amendment.

On  September  29, 2003,  the general  partner of the  Partnership  executed the
Amendment as the general partner and on behalf of the limited partners,  and has
made the requisite filings with the Secretary of the State of California.

                                     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 3,706 limited partners of record at December 31, 2003.
Affiliates  of the  Managing  General  Partner  owned  53,593 units or 60.02% at
December 31, 2003. 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, 2003 and 2002 (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, 2003       Unit       December 31, 2002      Unit

<S>                        <C>              <C>             <C>              <C>
Operations                 $ --             $ --            $1,861           $18.38
Sale (1)                   2,324            25.51               --               --
                          $2,324           $25.51           $1,861           $18.38
</TABLE>

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

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings,  and/or  property  sales.  The  Partnership's  cash  available for
distribution is reviewed on a monthly basis. There can be no assurance, however,
that the  Partnership  will  generate  sufficient  funds from  operations  after
required  capital  expenditures to permit any  distributions  to its partners in
2004 or subsequent  periods.  See "Item 2.  Description  of Properties - Capital
Improvements" for information  relating to anticipated  capital  expenditures at
the properties.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 53,593 limited  partnership  Units
(the "Units") in the Partnership representing 60.02% of the outstanding units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 60.02% of
the outstanding  Units,  AIMCO and its affiliates are in a position to influence
all such voting decisions with respect to the Partnership. However, with respect
to the 25,228.66 Units acquired on January 19, 1996, AIMCO IPLP, L.P.  (formerly
known as Insignia Properties,  LP ("IPLP"), an affiliate of the Managing General
Partner  and of AIMCO,  agreed to vote such Units:  (i) against any  increase in
compensation  payable to the Managing General Partner or to its affiliates;  and
(ii) on all other matters  submitted by it or its  affiliates,  in proportion to
the vote cast by third party  unitholders.  Except for the  foregoing,  no other
limitations  are imposed on IPLP's,  AIMCO's or any other  affiliates'  right to
vote each Unit held. Although the Managing General Partner owes fiduciary duties
to the limited  partners of the  Partnership,  the Managing General Partner also
owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties
of the Managing General Partner, as managing general partner, to the Partnership
and its limited  partners may come into conflict with the duties of the Managing
General Partner to AIMCO, as its sole stockholder.

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

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

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  2003  was
approximately  $5,694,000  compared to net income of approximately  $853,000 for
the corresponding  period in 2002. The increase in net income for the year ended
December  31, 2003 is due to the gain on the sale of McMillan  Place  Apartments
and an increase in income from discontinued operations.

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets",  which  established  standards for the way that
public business  enterprises report information about long-lived assets that are
either  being held for sale or have  already  been  disposed of by sale or other
means.  The standard  requires that results of operations for a long-lived asset
that is being held for sale or has  already  been  disposed  of be  reported  as
discontinued  operations  on the  statement  of  operations.  As a  result,  the
accompanying  consolidated  statements  of  operations  have been restated as of
January 1, 2002 to reflect the  operations of McMillan Place  Apartments,  which
sold in August 2003, as income (loss) from discontinued operations.

In August 2003, the Partnership  sold McMillan Place  Apartments to an unrelated
third party,  for net proceeds of  approximately  $13,249,000  after  payment of
closing costs. The Partnership used approximately $9,128,000 of the net proceeds
to repay the mortgage encumbering the property and to pay approximately $210,000
in contingent interest due to the lender. Contingent interest was required to be
paid  upon  the  sale  of the  property  equal  to 50%  of the  increase  in the
appreciated  fair market value of the property  above the  stipulated  amount of
$12,860,000.  The Partnership had previously accrued approximately  $920,000 for
this  contingent  interest.  The over accrued  contingent  interest was reversed
against interest expense during the year ended December 31, 2003 and is included
in income (loss) from discontinued  operations.  The Partnership realized a gain
of approximately  $6,013,000 as a result of the sale. The property's  operations
are shown as income (loss) from discontinued  operations and include revenues of
approximately  $1,594,000  and  $2,711,000 for the years ended December 31, 2003
and 2002,  respectively.  In addition,  the Partnership recorded a loss on early
extinguishment  of debt of approximately  $5,000 as a result of unamortized loan
costs  being  written  off.  This  amount  is  included  in income  (loss)  from
discontinued operations.

Excluding the discontinued  operations and gain on sale, the Partnership's  loss
from   continuing   operations   for  the  year  ended  December  31,  2003  was
approximately   $775,000  compared  to  income  from  continuing  operations  of
approximately  $998,000 for the  corresponding  period in 2002.  The increase in
loss from continuing operations for the year ended December 31, 2003 is due to a
decrease in total  revenues and an increase in total  expenses.  Total  revenues
decreased for the year ended December 31, 2003 due to decreases in rental income
and  casualty  gains  partially  offset by an increase in other  income.  Rental
income  decreased  due  to  decreases  in  average  rental  rates  at six of the
properties  and average  occupancy at three of the properties and an increase in
rental  concessions at five of the properties.  This was partially  offset by an
increase in occupancy at four of the properties.  Other income  increased due to
increases  in  late  charges  and  lease   cancellation   fees  at  all  of  the
Partnership's properties.

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

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  increased for the year ended December 31, 2003 due to increases
in  operating  and  depreciation  expenses  partially  offset by a  decrease  in
interest expense.  Operating  expenses  increased due to increased  advertising,
property,  and  maintenance  expenses.  Advertising  expense  increased  due  to
increases  in  periodical   advertising   and  referral  fees  at  most  of  the
Partnership's  properties.  Property  expenses  increased  due to  increases  in
payroll  and  related  benefits  at  most  of  the   Partnership's   properties.
Maintenance  expense  increased due to an increase in contract labor and repairs
at most of the Partnership's  properties.  Depreciation expense increased due to
fixed assets  placed into service  during the past twelve  months,  primarily at
Greenspoint and Sandspoint  Apartments.  Interest  expense  decreased due to the
refinancing of the mortgages encumbering three of the Partnership's  properties,
which resulted in lower interest  rates (see  "Liquidity and Capital  Resources"
for further details).

Included in general and administrative expenses for the years ended December 31,
2003 and 2002 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,  the
Managing  General Partner may use rental  concessions and rental rate reductions
to offset softening market conditions,  accordingly,  there is no guarantee that
the Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At  December  31,  2003,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $1,250,000  compared to approximately  $2,025,000 at December 31,
2002. For the year ended December 31, 2003, cash and cash equivalents  decreased
approximately  $775,000.  The  decrease in cash and cash  equivalents  is due to
approximately  $14,567,000 of cash used in financing activities partially offset
by  approximately  $11,265,000  of cash  provided by  investing  activities  and
approximately $2,527,000 of cash provided by operating activities. Net cash used
in  financing  activities  consisted  of the  repayment  of the advance  from an
affiliate of the  Managing  General  Partner,  distributions  to  partners,  the
repayment of the mortgages encumbering  Plantation Crossing,  Vinings Peak, Wood
Lake and McMillan Place Apartments,  loan costs associated with the refinancings
of Plantation  Crossing,  Vinings Peak and Wood Lake  Apartments,  and scheduled
principal  payments on the mortgages  encumbering the  Partnership's  investment
properties, partially offset by the refinancing proceeds received for Plantation
Crossing,  Vinings Peak, and Wood Lake Apartments and advances  received from an
affiliate  of the  Managing  General  Partner.  Net cash  provided by  investing
activities  consisted of the proceeds from the sale of McMillan Place Apartments
and insurance  proceeds received  partially offset by net deposits to restricted
escrows  maintained  by the  mortgage  lenders  and  property  improvements  and
replacements.  The Partnership  invests its working capital reserves in interest
bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. The Managing General Partner
monitors  developments  in the area of legal and  regulatory  compliance  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   $1,032,000.
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 McMillan Place  Apartments  matured in
October 2002 and were in default at December 31,  2002.  On March 25, 2003,  the
Managing  General  Partner and the lender agreed to an eleven month extension of
the  terms  of the  mortgage.  As part of the  agreement,  an  affiliate  of the
Managing General Partner advanced approximately $2,101,000 to the Partnership to
repay the second mortgage loans. Pursuant to the agreement,  the stated interest
rate is 6.5% from the previous  maturity date.  This  indebtedness  was paid off
during the year ended  December 31, 2003 with the net sales proceeds of McMillan
Place Apartments, as previously discussed.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  During the year ended  December  31, 2003,  the  Managing  General
Partner  exceeded this credit limit and advanced the  Partnership  approximately
$2,101,000.  This  advance  was used to repay the  second  mortgage  encumbering
McMillan  Place  Apartments,  which  was part of the loan  extension  agreement.
Interest expense for this loan was  approximately  $66,000 during the year ended
December 31, 2003. The advance and accrued interest were paid in full during the
year  ended  December  31,  2003  with the  sales  proceeds  of  McMillan  Place
Apartments (see Note E). No advances were received in 2002.

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

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

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

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness   encumbering  Sunrunner  Apartments  of  approximately  $4,391,000
matures  in  September  2021,  at which time the loan is  scheduled  to be fully
amortized.  The mortgage  indebtedness  encumbering  Greenspoint  and Sandspoint
Apartments  of  approximately  $17,267,000  matures  in May 2005 at  which  time
balloon  payments  of  approximately  $16,862,000  are  required.  The  mortgage
indebtedness  encumbering  Misty Woods  Apartments of  approximately  $4,958,000
matures  in  January  2006 at which  time a  balloon  payment  of  approximately
$4,777,000  is required.  The mortgage  indebtedness  encumbering  Vinings Peak,
Plantation  Crossing  and Woods Lake  Apartments  of  approximately  $20,182,000
matures in July 2013 at which time balloon payments of approximately $12,521,000
are  required.  The Managing  General  Partner  will  attempt to refinance  such
indebtedness  and/or sell the properties  prior to such maturity  dates.  If any
property cannot be refinanced or sold for a sufficient  amount,  the Partnership
will risk losing such property through foreclosure.

Pursuant to the Partnership Agreement, the term of the Partnership was scheduled
to expire on December  31,  2007.  In  connection  with the  refinancing  of the
mortgages encumbering three of the investment properties (see "Note B - Mortgage
Notes Payable"), the lender required that the Partnership extend the term of the
Partnership beyond the maturity date of the new loans, which is July 1, 2013. In
this regard,  on September 3, 2003 the Partnership  sent the limited  partners a
consent solicitation seeking their consent to extend the term of the Partnership
to  December  31,  2024.  The  consent of a majority  in interest of the limited
partners was required to extend the term of the  Partnership.  The  solicitation
expired on  September  22, 2003 and the  Partnership  received  the consent of a
majority  of the  limited  partners  to  extend  the  term  of the  Partnership.
Therefore,  the term of the  Partnership  is scheduled to expire on December 31,
2024.

During the years ended December 31, 2003 and 2002, the  Partnership  distributed
the following amounts (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                         Per Limited                      Per Limited
                        Year Ended       Partnership      Year Ended      Partnership
                    December 31, 2003       Unit       December 31, 2002      Unit

<S>                        <C>              <C>             <C>              <C>
Operations                 $ --             $ --            $1,861           $18.38
Sale (1)                   2,324            25.51               --               --
                          $2,324           $25.51           $1,861           $18.38
</TABLE>

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

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings,  and/or  property  sales.  The  Partnership's  cash  available for
distribution is reviewed on a monthly basis. There can be no assurance, however,
that the  Partnership  will  generate  sufficient  funds from  operations  after
required  capital  expenditures to permit any  distributions  to its partners in
2004 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 53,593 limited  partnership  units
(the "Units") in the Partnership representing 60.02% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 60.02% of
the outstanding  Units,  AIMCO and its affiliates are in a position to influence
all such voting decisions with respect to the Partnership. However, with respect
to the 25,228.66 Units acquired on January 19, 1996, AIMCO IPLP, L.P.  (formerly
known as Insignia Properties,  LP ("IPLP"), an affiliate of the Managing General
Partner  and of AIMCO,  agreed to vote such Units:  (i) against any  increase in
compensation  payable to the Managing General Partner or to its affiliates;  and
(ii) on all other matters  submitted by it or its  affiliates,  in proportion to
the vote cast by third party  unitholders.  Except for the  foregoing,  no other
limitations  are imposed on IPLP's,  AIMCO's or any other  affiliates'  right to
vote each Unit held. Although the Managing General Partner owes fiduciary duties
to the limited  partners of the  Partnership,  the Managing General Partner also
owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties
of the Managing General Partner, as managing general partner, to the Partnership
and its limited  partners may come into conflict with the duties of the Managing
General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

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

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership  evaluates all accounts receivable from residents and establishes an
allowance, after the application of security deposits, for accounts greater than
30 days past due on current tenants and all receivables due from former tenants.
The Partnership will offer rental concessions during particularly slow months or
in response to heavy  competition from other similar  complexes in the area. Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.


<PAGE>


Item 7.     Financial Statements


CENTURY PROPERTIES FUND XIX

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2003

     Consolidated  Statements of Operations - Years ended  December 31, 2003 and
     2002

      Consolidated  Statements  of Changes in Partners'  (Deficiency)  Capital -
      Years ended December 31, 2003 and 2002

     Consolidated  Statements of Cash Flows - Years ended  December 31, 2003 and
     2002

      Notes to Consolidated Financial Statements


<PAGE>


                 Report of Ernst & Young LLP, Independent Auditors



The Partners
Century Properties Fund XIX


We  have  audited  the  accompanying   consolidated  balance  sheet  of  Century
Properties  Fund XIX as of  December  31,  2003,  and the  related  consolidated
statements of operations,  changes in partners'  (deficiency)  capital, and cash
flows for each of the two years in the period ended  December  31,  2003.  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, 2003, and the  consolidated  results of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 2003, in conformity with accounting  principles  generally accepted
in the United States.

                                                            /s/ERNST & YOUNG LLP



Greenville, South Carolina
February 27, 2004


<PAGE>


                           CENTURY PROPERTIES FUND XIX

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2003

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 1,250
   Receivables and deposits                                                       226
   Restricted escrows                                                             822
   Other assets                                                                 1,258
   Investment properties (Notes B, E and F):
     Land                                                     $ 9,200
     Buildings and related personal property                    80,556
                                                                89,756
     Less accumulated depreciation                             (51,636)        38,120
                                                                             $ 41,676

Liabilities and Partners' (Deficiency) Capital

Liabilities
   Accounts payable                                                           $ 303
   Tenant security deposit payable                                                320
   Accrued property taxes                                                         178
   Due to former affiliate                                                        376
   Other liabilities                                                              502
   Mortgage notes payable (Note B)                                             46,798

Partners' (Deficiency) Capital
   General partner                                            $ (9,802)
   Limited partners (89,292 units issued and
     and outstanding)                                            3,001         (6,801)
                                                                             $ 41,676

           See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                           CENTURY PROPERTIES FUND XIX

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

<TABLE>
<CAPTION>

                                                           Years Ended December 31,
                                                             2003             2002
Revenues:                                                                  (Restated)
<S>                                                        <C>              <C>
  Rental income                                            $11,631          $12,609
  Other income                                               1,323            1,135
  Casualty gains (Note G)                                      171              568
      Total revenues                                        13,125           14,312

Expenses:
  Operating                                                  5,841            4,893
  General and administrative                                   465              485
  Depreciation                                               3,170            3,117
  Interest                                                   3,390            3,767
  Property taxes                                             1,034            1,052
      Total expenses                                        13,900           13,314

(Loss) income from continuing operations                      (775)             998
Income (loss) from discontinued operations                     456             (145)
Gain on sale of discontinued operations                      6,013               --
Net income (Note C)                                        $ 5,694           $ 853

Net income allocated to general partner                      $ 82            $ 100
Net income allocated to limited partners                     5,612              753
                                                           $ 5,694           $ 853
Per limited partnership unit:
  (Loss) income from continuing operations                 $ (7.66)          $ 9.86
  Income (loss) from discontinued operations                  4.50            (1.43)
  Gain on sale of discontinued operations                    66.00               --
                                                           $ 62.84           $ 8.43

Distributions per limited partnership unit                 $ 25.51          $ 18.38


           See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                           CENTURY PROPERTIES FUND XIX

        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>

                                        Limited
                                       Partnership    General     Limited
                                          Units      Partner's   Partners'     Total

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

Partners' (deficiency) 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)

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

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

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


           See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                           CENTURY PROPERTIES FUND XIX

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

                                                                      Years Ended
                                                                      December 31,
                                                                    2003         2002
Cash flows from operating activities:
<S>                                                               <C>           <C>
  Net income                                                      $ 5,694       $ 853
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Depreciation                                                    3,495       3,592
     Amortization of loan costs and discount                           141          90
     Gain on sale of investment property                            (6,013)         --
     Loss on early extinguishment of debt                                5          --
     Contingent interest on mortgage note encumbering
      McMillan Place                                                    --         420
     Casualty gain                                                    (171)       (568)
     Change in accounts:
      Receivables and deposits                                       1,038        (265)
      Other assets                                                    (278)        (20)
      Accounts payable                                                 (91)         86
      Tenant security deposits payable                                  34         (14)
      Accrued property taxes                                          (598)        148
      Due to former affiliate                                           12          94
      Other liabilities                                               (741)       (283)
         Net cash provided by operating activities                   2,527       4,133

Cash flows from investing activities:
  Property improvements and replacements                            (1,378)     (1,836)
  Net proceeds from sale of discontinued operations                 13,249          --
  Net insurance proceeds received                                      171         833
  Net (deposits to) withdrawals from restricted escrows               (777)        124
         Net cash provided by (used in) investing activities        11,265        (879)

Cash flows from financing activities:
  Payment on mortgage notes payable                                 (1,782)     (1,013)
  Repayment of mortgage notes payable                              (30,258)         --
  Proceeds from mortgage notes payable                              20,450          --
  Distributions to partners                                         (2,324)     (1,861)
  Advances received from affiliate                                   2,101          --
  Repayment of advances from affiliate                              (2,101)         --
  Loan costs paid                                                     (653)         --
         Net cash used in financing activities                     (14,567)     (2,874)

Net (decrease) increase in cash and cash equivalents                  (775)        380
Cash and cash equivalents at beginning of the year                   2,025       1,645
Cash and cash equivalents at end of the year                      $ 1,250      $ 2,025

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 3,724      $ 4,309


           See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                           CENTURY PROPERTIES FUND XIX

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003

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, 2003, the Partnership
operated seven 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.

Pursuant to the Partnership Agreement, the term of the Partnership was scheduled
to expire on December  31,  2007.  In  connection  with the  refinancing  of the
mortgages encumbering three of the investment properties (see "Note B - Mortgage
Notes Payable"), the lender required that the Partnership extend the term of the
Partnership beyond the maturity date of the new loans, which is July 1, 2013. In
this regard,  on September 3, 2003 the Partnership  sent the limited  partners a
consent solicitation seeking their consent to extend the term of the Partnership
to  December  31,  2024.  The  consent of a majority  in interest of the limited
partners was required to extend the term of the  Partnership.  The  solicitation
expired on  September  22, 2003 and the  Partnership  received  the consent of a
majority  of the  limited  partners  to  extend  the  term  of the  Partnership.
Therefore,  the term of the  Partnership  is scheduled to expire on December 31,
2024.

Basis of Presentation

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets",  which  established  standards for the way that
public business  enterprises report information about long-lived assets that are
either  being held for sale or have  already  been  disposed of by sale or other
means.  The standard  requires that results of operations for a long-lived asset
that is being held for sale or has  already  been  disposed  of be  reported  as
discontinued  operations  on the  statement  of  operations.  As a  result,  the
accompanying  consolidated  statements  of  operations  have been restated as of
January 1, 2002 to reflect the  operations of McMillan Place  Apartments,  which
sold in August 2003, as income (loss) from discontinued operations.

Principles of Consolidation

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

Use of Estimates

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

Allocation of Income, Loss and Distribution

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

Fair Value of Financial Instruments

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

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  $1,183,000 at December 31, 2003 that are
maintained by the affiliated management company on behalf of affiliated entities
in cash concentration accounts.

Restricted Escrows

      Reserve  Account - As a condition of refinancing  the debt of Misty Woods,
      the Partnership was required to establish a reserve  account.  The reserve
      account was  established to cover  necessary  repairs and  replacements of
      existing  improvements,  debt service, out of pocket expenses incurred for
      ordinary and necessary  administrative tasks, and payment of real property
      taxes and insurance  premiums.  The Partnership is required to deposit net
      operating income (as defined in the mortgage note) from the property.  The
      balance at December 31, 2003, is  approximately  $48,000,  which  includes
      interest.

      Repair  Reserve  - At  the  time  of  the  refinancing  of  the  mortgages
      encumbering  Vinings Peak, Wood Lake and Plantation Crossing Apartments in
      June 2003,  the  Partnership  was required to establish a reserve to cover
      necessary repairs at the properties.  As of December 31, 2003, the reserve
      balance was $774,000.

Tenant Security Deposits

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

Investment Properties

Investment  properties  consist of seven  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 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, 2003 and
2002.

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.  The  Partnership
evaluates all accounts  receivable  from residents and establishes an allowance,
after the application of security  deposits,  for accounts  greater than 30 days
past due on current  tenants and all  receivables  due from former  tenants.  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.  Any  concessions  given at the inception of the
lease are amortized over the life of the lease.

Advertising Costs

The Partnership expenses the costs of advertising as incurred. Advertising costs
of approximately $395,000 and $232,000 for the years ended December 31, 2003 and
2002, respectively, were charged to operating expense as incurred.

Loan Costs

Loan costs of  approximately  $1,303,000  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,  2003,
accumulated  amortization is approximately $427,000.  Amortization of loan costs
is included in interest expense and income (loss) from discontinued  operations.
Amortization expense is expected to be approximately  $121,000 in 2004, $104,000
in 2005, and $75,000 in 2006 through 2008.

Segment Reporting

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

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

                                 Principal     Monthly                             Principal
                                 Balance At    Payment      Stated                  Balance
                                December 31,  Including    Interest   Maturity      Due At
           Property                 2003       Interest      Rate       Date       Maturity
                                    (in thousands)                              (in thousands)
<S>                               <C>            <C>        <C>       <C>   <C>     <C>
Wood Lake Apartments              $ 7,402        $ 47       4.41%     07/01/13      $ 4,592
Greenspoint Apartments              8,181          68       8.33%     05/15/05        7,988
Sandspoint Apartments               9,086          76       8.33%     05/15/05        8,874
Vinings Peak Apartments             8,359          53       4.41%     07/01/13        5,186
Plantation Crossing
  Apartments                        4,421          28       4.41%     07/01/13        2,743
Sunrunner Apartments                4,391          36       7.06%     09/01/21           --
Misty Woods Apartments              4,958          40       7.88%     01/01/06        4,777
                                  $46,798        $348                               $34,160
</TABLE>

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

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

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

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

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

The  mortgage  notes  payable are  nonrecourse  and are secured by pledge of the
Partnership's  rental  properties  and by pledge of revenues from the respective
rental properties.  Certain notes impose prepayment penalties if repaid prior to
maturity and prohibit resale of the properties subject to existing indebtedness.

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 2003, are as follows (in thousands):

                               2004             $ 1,167
                               2005              17,905
                               2006               5,650
                               2007                 917
                               2008                 962
                            Thereafter           20,197
                                                $46,798

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, 2003 and 2002 (in thousands,  except per
unit data):

                                                           2003         2002
Net income as reported                                    $ 5,694      $ 853
Add (deduct):
   Depreciation differences                                 1,796       1,011
   Gain on sale of investment property                      3,686          --
   Interest expense                                        (1,014)         --
   Unearned income                                            (97)        (51)
   Other                                                     (181)       (171)
Federal taxable income                                    $ 9,884     $ 1,642
Federal taxable income per limited partnership unit       $ 96.96     $ 16.22

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

                                                  2003

Net liabilities as reported                     $ (6,801)
Land and buildings                                (5,160)
Accumulated depreciation                         (19,428)
Deferred Sales Commission                          7,947
Syndication and distribution costs                 4,451
Unearned income                                      158
Other                                                206

Net liabilities - Federal tax basis             $(18,627)

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.

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from all of the Partnership's  properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately  $719,000 and  $834,000 for the years ended  December 31, 2003 and
2002,  respectively,  which is included in operating  expenses and income (loss)
from discontinued operations.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $189,000 and
$172,000 for the years ended December 31, 2003 and 2002, respectively,  which is
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.  No fees were  earned  during the year ended  December  31, 2003 as
there  were  no  distributions  from  operations.   Approximately   $186,000  in
Partnership  management  fees  were  paid  along  with  the  distributions  from
operations made during the year ended December 31, 2002.

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

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  During the year ended  December  31, 2003,  the  Managing  General
Partner  exceeded this credit limit and advanced the  Partnership  approximately
$2,101,000.  This  advance  was used to repay the  second  mortgage  encumbering
McMillan  Place  Apartments,  which  was part of the loan  extension  agreement.
Interest expense for this loan was  approximately  $66,000 during the year ended
December 31, 2003. The advance and accrued interest were paid in full during the
year  ended  December  31,  2003  with the  sales  proceeds  of  McMillan  Place
Apartments (see Note E). No advances were received in 2002.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner.  During the year ended December 31, 2003 and 2002, the
Partnership paid AIMCO and its affiliates  approximately  $217,000 and $263,000,
respectively,  for  insurance  coverage and fees  associated  with policy claims
administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 53,593 limited  partnership  units
(the "Units") in the Partnership representing 60.02% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 60.02% of
the outstanding  Units,  AIMCO and its affiliates are in a position to influence
all such voting decisions with respect to the Partnership. However, with respect
to the 25,228.66 Units acquired on January 19, 1996, AIMCO IPLP, L.P.  (formerly
known as Insignia Properties,  LP ("IPLP"), an affiliate of the Managing General
Partner  and of AIMCO,  agreed to vote such Units:  (i) against any  increase in
compensation  payable to the Managing General Partner or to its affiliates;  and
(ii) on all other matters  submitted by it or its  affiliates,  in proportion to
the vote cast by third party  unitholders.  Except for the  foregoing,  no other
limitations  are imposed on IPLP's,  AIMCO's or any other  affiliates'  right to
vote each Unit held. Although the Managing General Partner owes fiduciary duties
to the limited  partners of the  Partnership,  the Managing General Partner also
owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties
of the Managing General Partner, as managing general partner, to the Partnership
and its limited  partners may come into conflict with the duties of the Managing
General Partner to AIMCO, as its sole stockholder.

Note E - Sale of Investment Property

In August 2003, the Partnership  sold McMillan Place  Apartments to an unrelated
third party,  for net proceeds of  approximately  $13,249,000  after  payment of
closing costs. The Partnership used approximately $9,128,000 of the net proceeds
to repay the mortgage encumbering the property and to pay approximately $210,000
in contingent interest due to the lender. Contingent interest was required to be
paid  upon  the  sale  of the  property  equal  to 50%  of the  increase  in the
appreciated  fair market value of the property  above the  stipulated  amount of
$12,860,000.  The Partnership had previously accrued approximately  $920,000 for
this  contingent  interest.  The over accrued  contingent  interest was reversed
against interest expense during the year ended December 31, 2003 and is included
in income (loss) from discontinued  operations.  The Partnership realized a gain
of approximately  $6,013,000 as a result of the sale. The property's  operations
are shown as income (loss) from discontinued  operations and include revenues of
approximately  $1,594,000  and  $2,711,000 for the years ended December 31, 2003
and 2002,  respectively.  In addition,  the Partnership recorded a loss on early
extinguishment  of debt of approximately  $5,000 as a result of unamortized loan
costs  being  written  off.  This  amount  is  included  in income  (loss)  from
discontinued operations.

Note F - Real Estate and Accumulated Depreciation

<TABLE>
<CAPTION>

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

<S>                              <C>            <C>           <C>             <C>
Wood Lake Apartments             $ 7,402        $ 1,206       $10,980         $ 1,630
Greenspoint Apartments             8,181          2,165        11,199           1,755
Sandspoint Apartments              9,086          2,124        13,158           2,496
Vinings Peak Apartments            8,359          1,632        12,321           2,210
Plantation Crossing
  Apartments                       4,421          1,062         7,576           1,529
Sunrunner Apartments               4,391            634         6,485             919
Misty Woods Apartments             4,958            429         6,846           1,400
                                 $46,798        $ 9,252       $68,565         $11,939
</TABLE>

<TABLE>
<CAPTION>

                     Gross Amount At Which Carried
                         At December 31, 2003
                            (in thousands)

                              Buildings
                             And Related                           Year of
                              Personal                Accumulated  Construc-  Date   Depreciable
   Description       Land     Property      Total    Depreciation    tion   Acquired Life-Years
                                                     (in thousands)

<S>                  <C>         <C>         <C>          <C>          <C>     <C>      <C>
Wood Lake Apartments $ 1,206     $12,610     $13,816      $ 8,478      1983    12/83    5-30 yrs
Greenspoint
  Apartments         2,140      12,979      15,119        8,248      1984     2/84    5-30 yrs
Sandspoint           2,147      15,631      17,778        9,530      1984     2/84    5-30 yrs
Apartments
Vinings Peak
  Apartments         1,632      14,531      16,163        9,215      1982     4/84    5-30 yrs
Plantation
Crossing
  Apartments         1,062       9,105      10,167        5,963      1980     6/84    5-30 yrs
Sunrunner              587       7,451       8,038        4,992      1981     7/84    5-30 yrs
Apartments
Misty Woods
  Apartments           426       8,249       8,675        5,210      1985     6/85    5-30 yrs
                   $ 9,200     $80,556     $89,756      $51,636

</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

                                              Years Ended December 31,
                                                 2003          2002
                                                   (in thousands)
Investment Properties
Balance at beginning of year                   $103,405      $102,501
  Property improvements                           1,378         1,511
  Disposal of assets                            (15,027)         (607)
Balance at end of year                         $ 89,756      $103,405

Accumulated Depreciation
Balance at beginning of year                   $ 55,970      $ 52,735
  Additions charged to expense                    3,495         3,592
  Disposal of assets                             (7,829)         (357)
Balance at end of year                         $ 51,636      $ 55,970

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2003 and 2002,  is  approximately  $84,596,000  and  $98,255,000,
respectively.  The accumulated  depreciation  for Federal income tax purposes at
December  31,  2003 and 2002,  is  approximately  $71,064,000  and  $80,628,000,
respectively.

Note G - Casualty Gain

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

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 H - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (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 Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

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

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending appeal.  The Managing  General Partner is currently
scheduled  to file a brief in  support  of the order  approving  settlement  and
entering judgment thereto by April 23, 2004.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

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
matters  involving  it or its  investment  properties  that are 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.

Item 8a.    Controls and Procedures

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

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2003 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.



<PAGE>


                                    PART III

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

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

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

Name                        Age    Position

Peter K. Kompaniez           59    Director
Martha L. Long               44    Director and Senior Vice President
Harry G. Alcock              41    Executive Vice President
Miles Cortez                 60    Executive Vice President, General Counsel
                                     and Secretary
Patti K. Fielding            40    Executive Vice President
Paul J. McAuliffe            47    Executive Vice President and Chief
                                     Financial Officer
Thomas M. Herzog             41    Senior Vice President and Chief Accounting
                                     Officer

Peter K.  Kompaniez  has been  Director of the Managing  General  Partner  since
February 2004. Mr. Kompaniez has been Vice Chairman of the Board of Directors of
AIMCO since July 1994 and was appointed  President in July 1997.  Mr.  Kompaniez
has also  served as Chief  Operating  Officer of NHP  Incorporated  after it was
acquired by AIMCO in  December  1997.  Effective  April 1, 2004,  Mr.  Kompaniez
resigned as  President  of AIMCO.  Mr.  Kompaniez  will  continue in his role as
Director of the Managing  General Partner and Vice Chairman of AIMCO's Board and
will serve AIMCO on a variety of special and  ongoing  projects in an  operating
role.

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

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

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

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

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

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

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

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

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

Item 10.    Executive Compensation

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

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below,  no person or entity was known by the  Partnership  to be
the  beneficial  owner  of more  than 5% of the  Units  of  Limited  Partnership
Interest of the Partnership as of December 31, 2003.

   Entity                                Number of Units   Percent of Total

   AIMCO IPLP, L.P.                         25,229.00           28.25%
     (an affiliate of AIMCO)
   Fox Capital Management Corporation          100.00            0.11%
     (an affiliate of AIMCO)
   IPLP Acquisition I, LLC                   4,892.00            5.48%
     (an affiliate of AIMCO)
   AIMCO Properties, L.P.                   23,372.00           26.18%
     (an affiliate of AIMCO)

AIMCO IPLP, L.P.  (formerly  known as Insignia  Properties,  L.P.),  Fox Capital
Management  Corporation  and IPLP  Acquisition I, LLC are indirectly  ultimately
owned by AIMCO.  Their business address is 55 Beattie Place,  Greenville,  South
Carolina 29602.

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

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

As a result of its ownership of 53,593 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.

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from all of the Partnership's  properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately  $719,000 and  $834,000 for the years ended  December 31, 2003 and
2002,  respectively,  which is included in operating  expenses and income (loss)
from discontinued operations.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $189,000 and
$172,000 for the years ended December 31, 2003 and 2002, respectively,  which is
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.  No fees were  earned  during the year ended  December  31, 2003 as
there  were  no  distributions  from  operations.   Approximately   $186,000  in
Partnership  management  fees  were  paid  along  with  the  distributions  from
operations made during the year ended December 31, 2002.

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

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  During the year ended  December  31, 2003,  the  Managing  General
Partner  exceeded this credit limit and advanced the  Partnership  approximately
$2,101,000.  This  advance  was used to repay the  second  mortgage  encumbering
McMillan  Place  Apartments,  which  was part of the loan  extension  agreement.
Interest expense for this loan was  approximately  $66,000 during the year ended
December 31, 2003. The advance and accrued interest were paid in full during the
year  ended  December  31,  2003  with the  sales  proceeds  of  McMillan  Place
Apartments. No advances were received in 2002.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner.  During the year ended December 31, 2003 and 2002, the
Partnership paid AIMCO and its affiliates  approximately  $217,000 and $263,000,
respectively,  for  insurance  coverage and fees  associated  with policy claims
administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 53,593 limited  partnership  units
(the "Units") in the Partnership representing 60.02% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 60.02% of
the outstanding  Units,  AIMCO and its affiliates are in a position to influence
all such voting decisions with respect to the Partnership. However, with respect
to the 25,228.66 Units acquired on January 19, 1996, AIMCO IPLP, L.P.  (formerly
known as Insignia Properties,  LP ("IPLP"), an affiliate of the Managing General
Partner  and of AIMCO,  agreed to vote such Units:  (i) against any  increase in
compensation  payable to the Managing General Partner or to its affiliates;  and
(ii) on all other matters  submitted by it or its  affiliates,  in proportion to
the vote cast by third party  unitholders.  Except for the  foregoing,  no other
limitations  are imposed on IPLP's,  AIMCO's or any other  affiliates'  right to
vote each Unit held. Although the Managing General Partner owes fiduciary duties
to the limited  partners of the  Partnership,  the Managing General Partner also
owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties
of the Managing General Partner, as managing general partner, to the Partnership
and its limited  partners may come into conflict with the duties of the Managing
General Partner to AIMCO, as its sole stockholder.

Item 13.    Exhibits 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
            2003:

            Current  Report on Form 8-K dated  September  29,  2003 and filed on
            October 3, 2003 disclosing the Amendment to the Amended and Restated
            Limited Partnership Agreement.

Item 14.    Principal Accounting Fees and Services

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2004.

Audit  Fees.  The  Partnership   paid  to  Ernst  &  Young  LLP  audit  fees  of
approximately $77,000 and $70,000 for 2003 and 2002, respectively.

Tax Fees.  The  Partnership  paid to Ernst & Young LLP fees for tax services for
2003 and 2002 of approximately $31,000 and $33,000, respectively.




<PAGE>


                                   SIGNATURES



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


                                    CENTURY PROPERTIES FUND XIX


                                    By:   FOX PARTNERS II,
                                          Its General Partner


                                    By:   FOX CAPITAL MANAGEMENT CORPORATION,
                                          Its Managing General Partner


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


                                    By:   /s/Thomas M. Herzog
                                          Thomas M. Herzog
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: March 29, 2004


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


/s/Peter K. Kompaniez         Director                      Date: March 29, 2004
Peter K. Kompaniez


/s/Martha L. Long             Director and Senior Vice      Date: March 29, 2004
Martha L. Long                President


/s/Thomas M. Herzog           Senior Vice President and     Date: March 29, 2004
Thomas M. Herzog              Chief Accounting Officer



<PAGE>


                       CENTURY PROPERTIES INCOME FUND XIX
                                  EXHIBIT INDEX



Exhibit Number                Description of Exhibit

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

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

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

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

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

       3.5        Amendment to the Amended and Restated   Limited   Partnership
                  Agreement, dated September 29, 2003.

      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.

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

      10.13       Multifamily Note for $4,480,000 dated June 25, 2003  between
                  Century Properties Fund XIX and KeyCorp  Real  Estate  Capital
                  Markets, Inc.

      10.14       Replacement  Reserve  Agreement  dated June 25,  2003  between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets, Inc.

      10.15       Repair Escrow  Agreement  dated June 25, 2003 between  Century
                  Properties  Fund XIX and KeyCorp Real Estate Capital  Markets,
                  Inc.

      10.16       Multifamily Note for $8,470,000 dated June 25,  2003  between
                  Century Properties Fund XIX and  KeyCorp Real  Estate  Capital
                  Markets, Inc.

      10.17       Replacement  Reserve  Agreement  dated June 25,  2003  between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets, Inc.

      10.18       Repair Escrow  Agreement  dated June 25, 2003 between  Century
                  Properties  Fund XIX and KeyCorp Real Estate Capital  Markets,
                  Inc.

      10.19       Multifamily Note for $7,500,000 dated  June 25,  2003  between
                  Century Properties Fund XIX and KeyCorp  Real  Estate  Capital
                  Markets, Inc.

      10.20       Replacement  Reserve  Agreement  dated June 25,  2003  between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets, Inc.

      10.21       Repair Escrow  Agreement  dated June 25, 2003 between  Century
                  Properties  Fund XIX and KeyCorp Real Estate Capital  Markets,
                  Inc.

      10.22       Purchase and Sale Contract  between  Registrant  and  Suncase
                  Corporation, dated June 11, 2003.

      10.23       First  Amendment  to the Purchase  and Sale  Contract  between
                  Registrant and Suncase Corporation, dated July 10, 2003.

      10.24       Second  Amendment to the Purchase  and Sale  Contract  between
                  Registrant and Suncase Corporation, dated August 13, 2003.

      10.25       Assignment  Agreement  between Suncase  Corporate and McMillan
                  Development Associates, LP dated August 25, 2003.

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

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

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


<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  March 29, 2004

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Thomas M. Herzog, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  March 29, 2004

                                /s/Thomas M. Herzog
                                Thomas M. Herzog
                                Senior  Vice  President  and  Chief   Accounting
                                Officer of Fox Capital Management Corporation,
                                equivalent of the chief financial officer of
                                the Partnership


<PAGE>


Exhibit 32.1


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



In connection  with the Annual Report on Form 10-KSB of Century  Properties Fund
XIX (the "Partnership"),  for the year ended December 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  Martha L.
Long, as the equivalent of the Chief Executive  Officer of the Partnership,  and
Thomas M.  Herzog,  as the  equivalent  of the Chief  Financial  Officer  of the
Partnership,  each hereby  certifies,  pursuant to 18 U.S.C.  Section  1350,  as
adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the
best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 29, 2004


                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  March 29, 2004


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