UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                   FORM 10-K
(Mark One)

 X       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---      EXCHANGE ACT OF 1934

         For the fiscal year ended December 31, 1995, or

         TRANSITION REPORT PURSUANT TO 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
            (Exact name of Registrant as specified in its charter)

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

         One Insignia Plaza, P.O. Box 1089
         Greenville, South Carolina                             29602
         (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:           (864) 239-1000

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited
                                                              Partnership Units

      Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
                                               ---      ---
      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

      No market for the Limited Partnership Units exists and therefore a market
value for such Units cannot be readily determined.

                  DOCUMENTS INCORPORATED HEREIN BY REFERENCE:

         Prospectus of Registrant dated September 20, 1983, as amended on June
13, 1984, and thereafter supplemented incorporated in Parts I and IV.


                          CENTURY PROPERTIES FUND XIX
                            (a limited partnership)

                                     PART I

Item 1. Business.

         Century Properties Fund XIX (the "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 Registrant. The general partners of
Fox Partners II are Fox Capital Management Corporation (the "Managing General
Partner"), a California corporation, Fox Realty Investors ("FRI"), a California
general partnership, and Fox Partners 83, a California general partnership.

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

         The principal business of the Registrant is and has been to acquire,
hold for investment and ultimately sell income-producing multi-family
residential properties. The Registrant is a "closed" limited partnership real
estate syndicate formed to acquire multi-family residential properties.

         Beginning in September 1983 through October 1984, the Registrant
offered $90,000,000 in Limited Partnership Units and sold units having an
initial cost of $89,292,000. The net proceeds of this offering were used to
acquire thirteen income-producing real properties. The Registrant's original
property portfolio was geographically diversified with properties acquired in
seven states. The Registrant's acquisition activities were completed in June
1985 and since then the principal activity of the Registrant has been managing
its portfolio. One property was sold in each of the years, 1988, 1992 and 1993
and in February 1994. In addition one property was foreclosed on in 1993. See
"Item 2, Properties" for a description of the Registrant's properties.

         The Registrant is involved in only one industry segment, as described
above. The business of the Registrant is not seasonal. the Registrant does not
engage in any foreign operations or derive revenues from foreign sources.

         Both the income and the expenses of operating the properties owned by
the Registrant are subject to factors outside the Registrant's control, such as
oversupply of similar rental facilities resulting from overbuilding, increases
in unemployment or population shifts, changes in zoning laws or changes in
patterns of needs of the users. Expenses, such as local real estate taxes and
miscellaneous management expenses, are subject to change and cannot always be
reflected in rental increases due to market conditions or existing leases. The
profitability and marketability of developed real property may be adversely

affected by changes in general and local economic conditions and in prevailing
interest rates, and favorable changes in such factors will not necessarily
enhance the profitability or marketability of such property. Even under the most
favorable market conditions, there is no guarantee that any property owned by
the Registrant can be sold by it or, if sold, that such sale can be made upon
favorable terms.

         It is possible that legislation on the state or local level may be
enacted in the states where the Registrant's properties are located which may
include some form of rent control. 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 Managing General Partner 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 still owned by the Registrant.

         The Registrant 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 Registrant
received notice that it is a potentially responsible party with respect to an
environmental clean up site.

         The Registrant maintains property and liability insurance on the
properties and believes such coverage to be adequate.

         At this time, it appears that the investment objective of capital
growth will not be attained and that a significant portion of invested capital
will not be returned to investors. The extent to which invested capital is
returned to investors is dependent upon the success of the Registrant's strategy
as set forth in "Item 7" as well as upon significant improvement in the
performance of the Registrant's remaining properties and the markets in which
such properties are located and on the sales price of the remaining properties.
In this regard, it is anticipated that some of the remaining properties will be
held longer than originally expected. The ability to hold and operate these
properties is dependent on the Registrant's ability to obtain additional
financing, refinancing, or debt restructuring as required.

Property Matters

         Misty Woods - As of June 1, 1994, the lender holding the mortgage at
Misty Woods Apartments was permitted to draw on the two letters of credit, each
in the amount of $300,000, which were held in connection with the note payable
encumbering this property. In accordance with the loan agreement, the Registrant
applied the $594,000 net proceeds of the draw to the note, reducing the mortgage
balance to $5,183,000. Commencing July 1, 1994, the monthly debt service payment
was reduced to approximately $46,000. See, "Item 8, Consolidated Financial
Statements and Supplementary Data - Note 5."

         On December 29, 1995, the first mortgage encumbering Misty Woods
Apartments was refinanced. The principal amount of the refinanced mortgage was
$5,450,000. The loan bears interest at 7.88% per annum, has a 30 year
amortization and matures in January 2006. See "Item 8, Consolidated Financial
Statements and Supplementary Data, Note 5" for additional information with

respect to this loan.

         In connection with this refinancing, the lender required the Registrant
to transfer Misty Woods into a single asset entity. As a result, title to Misty
Woods is held in a limited partnership in which the Registrant holds a 99%
limited partnership interest. The general partner of the partnership is a
corporation in which the Registrant is the sole stockholder.

         Wood Lake, Wood Ridge and Plantation Crossing - On December 15, 1995,
the Partnership refinanced the mortgage loan encumbering each of Wood Lake
Apartments located in Atlanta, Georgia, Wood Ridge Apartments located in
Atlanta, Georgia and Plantation Crossing located in Marietta, Georgia. In
connection with this refinancing, each of these properties was conveyed from the
sub-partnership which held these properties to the Registrant. The aggregate
amount of the loan was $22,000,000, which was allocated $7,750,000 to Wood Lake,
$9,000,000 to Wood Ridge and $5,250,000 to Plantation Crossing. The loan bears
interest at a rate of 7.5% per annum, matures January 1, 2003 and has monthly
payments of principal and interest of 163,000. In addition, the Registrant is
required to make monthly tax escrow payments to the lender. Net proceeds from
this refinancing to the Registrant were approximately $750,000. [Were net
proceeds distributed?] See "Item 8, Consolidated Financial Statements and
Supplementary Data, Note 5" for additional information with respect to this
loan.

         Greenspoint Apartments - On June 29, 1995, the Registrant replaced its
maturing mortgage encumbering Greenspoint Apartments with a new first mortgage
in the amount of $9,000,000. The loan bears interest at 8.33% per annum, is
being amortized over 30 years and matures on May 15, 2005 with a balloon payment
of approximately $7,974,00. As specified in the loan agreement, the Registrant
was obligated to undertake additional improvements at the property in the amount
of approximately $30,000 prior to December 31, 1995. See "Item 8, Consolidated
Financial Statements and Supplementary Data, Note 5" for additional information
with respect to this loan.

         Sandspoint Apartments - On June 29, 1995, the Registrant replaced its
maturing mortgage encumbering Sandspoint Apartments with a new first mortgage in
the amount of $10,000,000. The loan bears interest at 8.33% per annum, is being
amortized over 30 years and matures on May 15, 2005 with a balloon payment of
approximately $8,859,00. As specified in the loan agreement, the Registrant was
obligated to undertake additional improvements at the property in the amount of
approximately $74,000 prior to March 31, 1996. See "Item 8, Consolidated
Financial Statements and Supplementary Data, Note 5" for additional information
with respect to this loan.

         Plantation Forest Apartments - On February 8, 1994, the Registrant sold
this property for $2,450,000 to an unaffiliated third party. After payment of
the existing loan of $1,965,000 and expenses of the sale, the proceeds to the
Registrant were approximately $482,000. The tax loss on the sale was $149,000.
Net proceeds realized from the sale were in part used to fully repay $370,000 of
the demand notes, plus accrued interest, held by NPI Realty. The balance was
added to working capital. See, "Item 8, Consolidated Financial Statements and
Supplementary Data - Note 8."

         McMillan Place Apartments - On September 1, 1994, the Registrant

obtained a modification of the existing mortgage encumbering McMillan Place
Apartments in the amount of $12,939,000 (including accrued interest of
$2,139,000). The loan was split into a first mortgage note of $10,800,000 and a
second mortgage note of $2,139,000. The first mortgage requires monthly payments
of approximately $89,000, bears interest at 8.25% per annum and is being
amortized over a twenty-two year period. Under the terms of the second mortgage,
interest accrues at 8.25% (with monthly compounding) per annum. Monthly payments
of interest or principal are not required on the second mortgage. However,
quarterly payments of all excess cash flow, as defined in the cash management
agreement, are required to be made to the lender to reduce the second mortgage.
In addition, pursuant to the terms of the loan documents the Registrant is
prohibited from making any distributions from operations to its partners. Both
loans mature on August 31, 1999 with a balloon payment of approximately
$9,767,000 on the first mortgage plus the outstanding balance on the second
mortgage note. As specified in the modification, the Registrant was required to
deposit $80,000 in a reserve account for future capital improvements and is
required to make monthly payments of $10,000 to the reserve account for the term
of the loan. See, "Item 8, Consolidated Financial Statements and Supplementary
Data - Note 5."

Employees

         Services are performed for the Registrant at its remaining properties
by on-site personnel all of whom are employees of NPI-AP Management, L.P.
("NPI-AP"), an affiliate of the Managing General Partner, which directly manages
the Registrant's remaining properties. All payroll and associated expenses of
such on-site personnel are fully reimbursed by the Registrant to NPI-AP.
Pursuant to a management agreement, NPI-AP provides certain property management
services to the Registrant in addition to providing on-site management.

Change in Control

         From March 1988 through December 1993, the Registrant's affairs were
managed by Metric Management, Inc. ("MMI") or a predecessor. On December 16,
1993, the services agreement with MMI was modified and, as a result thereof, the
Managing General Partner began directly providing real estate advisory and asset
management services to the Registrant. As advisor, such affiliate provides all
partnership accounting and administrative services, investment management, and
supervisory services over property management and leasing.

         On December 6, 1993, the shareholders of the Managing General Partner
entered into a Voting Trust Agreement with NPI Equity Investments II, Inc. ("NPI
Equity II") pursuant to which NPI Equity II was granted the right to vote 100%
of the outstanding stock of the Managing General Partner. In addition, NPI
Equity II became the managing partner of FRI. As a result, NPI Equity II
indirectly became responsible for the operation and management of the business
and affairs of the Registrant and the other investment partnerships originally
sponsored by the Managing General Partner and/or FRI. The individuals who had
served previously as partners of FRI and as officers and directors of the
Managing General Partner contributed their general partnership interests in FRI
to a newly formed limited partnership, Portfolio Realty Associates, L.P.
("PRA"), in exchange for limited partnership interests in PRA. The shareholders
of the Managing General Partner and the prior partners of FRI, in their capacity
as limited partners of PRA, continue to hold indirectly certain economic

interests in the Registrant and such other investment limited partnerships, but
have ceased to be responsible for the operation and management of the Registrant
and such other partnerships.

         On August 10, 1994, an affiliate of Apollo Real Estate Advisors, L.P.
("Apollo") obtained general and limited partnership interests in NPI-AP.

         On October 12, 1994, Apollo acquired one-third of the stock of National
Property Investors, Inc. ("NPI"), the parent corporation of NPI Equity II.
Pursuant to the terms of the stock acquisition, Apollo was entitled to designate
three of the seven directors of the Managing General Partner and NPI Equity II.
In addition, the approval of certain major actions on behalf of the Registrant
required the affirmative vote of at least five directors of the Managing General
Partner.

         On August 17, 1995, the stockholders of NPI entered into an agreement
to sell to IFGP Corporation, a Delaware corporation, an affiliate of Insignia
Financial Group, Inc., a Delaware corporation ("Insignia"), all of the issued
and outstanding common stock of NPI, for an aggregate purchase price of
$1,000,000. NPI is the sole shareholder of NPI Equity II, the general partner of
FRI, and the entity which controls the Managing General Partner. The closing of
the transactions contemplated by the above mentioned agreement (the "Closing")
occurred on January 19, 1996.

         Upon the Closing, the officers and directors of NPI, NPI Equity II and
the Managing General Partner resigned and an affiliate of Insignia caused new
officers and directors of each of those entities to be elected.
See "Item 10, Directors and Executive Officers of the Registrant."

The Tender Offer

         On October 12, 1994, affiliates of Apollo acquired (i) one-third of the
stock of the respective general partners of DeForest Ventures I L.P. ("DeForest
I") and DeForest Ventures II L.P. and (ii) an additional equity interest in
NPI-AP (bringing its total equity interest in such entity to one-third). NPI-AP
is a limited partner of DeForest I which was formed for the purpose of making
tender offers for limited partnership units in the Registrant as well as eleven
affiliated limited partnerships.

         On January 19, 1996, DeForest I and certain of its affiliates sold all
of its interest in the Registrant to Insignia NPI L.L.C. ("Insignia LLC"), an
affiliate of Insignia. Pursuant to a Schedule 13-D filed by Insignia LLC with
the Securities and Exchange Commission, Insignia LLC acquired 24,811.66 limited
partnership units or approximately 28% of the total limited partnership units of
the Registrant. (See "Item 12, Security Ownership of Certain Beneficial Owners
and Management.")

Competition

         The Registrant is affected by and subject to the general competitive
conditions of the residential real estate industry. Many of the Registrant's
properties which are or were located in oil industry dependent and other
weakened markets have been adversely affected by economic conditions in these
markets. In addition, each of the Registrant's properties competes in an area

which normally contains numerous other multi-family residential properties which
may be considered competitive.


Item 2.           Properties.

         A description of the multi-family residential properties in which the
Registrant has or has had an ownership interest is as follows. All of the
Registrant's properties are owned in fee.

                                    Date of
Name and Location                   Purchase            Size
-----------------                   --------            ----
Wood Lake Apartments                 12/83            220 units
   100 Pinhurst Drive
   Atlanta, Georgia

Greenspoint Apartments               02/84            336 units
   NE Corner, 42nd Street
   Phoenix, Arizona

Sandspoint Apartments                02/84            432 units
   SW Corner, Butler Drive
   and 19th Avenue
   Phoenix, Arizona

Wood Ridge Apartments                04/84            280 units
   100 Wood Ridge Drive
   Atlanta, Georgia

Plantation Crossing Apartments       06/84            180 units
   2703 Delk Road
   Atlanta, Georgia

Sunrunner Apartments                 07/84            200 units
   11400 4th Street North
   St. Petersburg, Florida

McMillan Place Apartments            06/85            402 units
   12610 Jupiter Place
   Dallas, Texas

Misty Woods Apartments               06/85            228 units
   4642 Central Avenue
   Charlotte, North Carolina

         See, "Item 8, Consolidated Financial Statements and Supplementary Data"
for information regarding any encumbrances to which the properties of the
Registrant are subject.


         The following chart sets forth the occupancy rate at December 31, 
1995, 1994, 1993, 1992 and 1991 for the Registrant's remaining properties:


                               OCCUPANCY SUMMARY

                                                     Average
                                                Occupancy Rate(%)
                                               for the Year Ended
                                                  December 31,
                                       --------------------------------
                                       1995   1994   1993   1992   1991
                                       ----   ----   ----   ----   ----
Wood Lake Apartments                   97      96     91     92     89
Greenspoint Apartments                 96      98     97     94     93
Sandspoint Apartments                  96      95     90     91     91
Wood Ridge Apartments                  95      97     94     92     90
Plantation Crossing Apartments         96      96     97     97     96
Sunrunner Apartments                   95      97     91     92     92
McMillan Place Apartments              97      96     93     93     93
Misty Woods Apartments                 97      95     93     95     93


Item 3.  Legal Proceedings.

           Lawrence M. Whiteside, on behalf of himself and all others 
similarly situated, v. Fox Capital Management Corporation et, al., Superior 
Court of the State of California, San Mateo County, Case No. 390018.
("Whiteside")

           Bonnie L. Ruben and Sidney Finkel, on behalf of themselves and all
others similarly situated, v. DeForest Ventures I L.P., DeForest Capital I
Corporation, MRI Business Properties Fund, Ltd. II, MRI Business Properties
Fund, Ltd. III, NPI Equity Investments II, Inc., Montgomery Realty Company-84,
MRI Associates, Ltd. II, Montgomery Realty Company-85 and MRI Associates, Ltd.
III, United States District Court, Northern District of Georgia, Atlanta
Division ("Ruben").

           Roger L. Vernon, individually and on behalf of all similarly situated
persons v. DeForest Ventures I L.P. et. al., Circuit Court of Cook County,
County Departments, Chancery Division, Case No. 94CH0100592. ("Vernon")

           James Andrews, et al., on behalf of themselves and all others 
similarly situated v. Fox Capital Management Corporation, et al., United
States District Court, Northern District of Georgia, Atlanta Division, Case
No. 1-94-CV-3351-JEC. ("Andrews")

           In the fourth quarter of fiscal 1994, limited partners in certain
limited partnerships affiliated with the Registrant, commenced actions in and
against, among others, the Managing General Partner. The actions alleged, among
other things, that the tender offers made by DeForest Ventures I L.P. ("DeForest
I") and DeForest Ventures II L.P. ("DeForest II") in October 1994, constituted
(a) breach of the fiduciary duty owed by the Managing General Partner to the
limited partners of the Registrant, and (b) a breach of, and an inducement to
breach, the provisions of the Partnership Agreement of the Registrant. The
actions, which had been brought as class actions on behalf of limited partners
sought monetary damages in an unspecified amount and, in the Whiteside action,
to enjoin the tender offers. The temporary restraining order sought in the

Whiteside action was denied by the court on November 3, 1994, and on November
18, 1994, the court denied Whiteside a preliminary injunction.

           On March 16, 1995, the United States Court for the Northern District
of Georgia, Atlanta, Division, entered an order which granted preliminary
approval to a settlement agreement (the "Settlement Agreement") in the Ruben and
Andrews actions, conditionally certified two classes for purpose of settlement,
and authorized the parties to give notice to the classes of the terms of the
proposed settlement. Plaintiffs counsel in the Vernon and Whiteside action
joined in the Settlement Agreement as well. The Settlement Agreement received
final approval on May 19, 1995, and the actions were dismissed subject to
satisfaction of the terms of the Settlement Agreement. The two certified classes
constituted all limited partners of the Registrant and the eighteen other
affiliated partnerships who either tendered their units in connection with the
October tender offers or continued to hold their units in the Registrant and the
other affiliated partnerships. Pursuant to the terms of the Settlement
Agreement, which were described in the notice sent to the class members in March
1995, (and more fully described in the Amended Stipulation of Settlement
submitted in the court on March 14, 1995) all claims which either were made or
could have been asserted in any of the class actions would be dismissed with
prejudice and/or released. In consideration for the dismissal and/or release of
such claims, among other things, DeForest I paid to each unit holder who
tendered their units in the Registrant an amount equal to 15% of the original
tender offer price less attorney's fees and expenses. In addition, DeForest I
commenced a second tender offer on June 2, 1995, for an aggregate number of
units of the Registrant (including the units purchased in the initial tender)
constituting up to 49% of the total number of units of the Registrant at a price
equal to the initial tender price plus 15% less attorney's fees and expenses.
Furthermore, under the terms of the Settlement Agreement, the Managing General
Partner agreed, among other things, to provide the Registrant a credit line of
$150,000 per property which would bear interest at the lesser of the prime rate
plus 1% and the rate permitted under the partnership agreement of the
Registrant. The second tender offer closed on June 30, 1995.

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

         No matter was submitted to a vote of security holders during the period
covered by this Report.

                                    PART II

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

         The Limited Partnership Unit holders are entitled to certain
distributions as provided in The Partnership Agreement. No market for Limited
Partnership Units exists, nor is expected to develop. As of March 1, 1996,
distributions from operations to date to unitholders have been approximately $25
for each $1,000 of original investment.

         No distributions from operations were made during the years ended
December 31, 1995 and 1994. See "Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations" for a discussion of the
Registrant's financial ability to make distributions.


         As of March 1, 1996, the approximate number of holders of Limited
Partnership Units was 6,710.

Item 6.    Selected Financial Data.

         The following represents selected financial data for the Registrant for
the years ended December 31, 1995, 1994, 1993, 1992 and 1991. The data should be
read in conjunction with the consolidated financial statements included
elsewhere herein. This data is not covered by the independent auditors' report.

<TABLE>
<CAPTION>

                                              For the Year Ended December 31,
                                        -----------------------------------------
                                        1995      1994     1993     1992     1991
                                       (Amounts in thousands except per unit data)
<S>                                   <C>       <C>      <C>      <C>       <C>
Total revenues                        $14,731   $13,768  $14,690  $17,795   $ 18,799
                                      =======   =======  =======  =======   ========
Loss before extraordinary item        $(2,047)  $(3,105) $(2,686) $(8,310)  $ (5,257)

Extraordinary item - gain (loss)
  on extinguishment of debt           $(1,636)        -        -  $ 7,022          -
                                      --------  -------  -------  -------   --------

Net loss                              $(3,683)  $(3,105) $(2,686) $(1,288)  $ (5,257)
                                      =======   =======  =======  =======   ========

Net loss per limited
  partnership unit (1)

  Loss before extraordinary item      $(20.23)  $(30.67) $(26.53) $(82.08)  $ (51.93)

  Extraordinary Item                  $(16.16)        -        -  $ 69.36   $     -
                                      --------  -------  -------  -------   -------

  Net loss                            $(36.39)  $(30.67) $(26.53) $(12.72)  $ (51.93)
                                      ========  ======== ======== =======   ========

Total assets                          $64,379   $64,604  $70,799  $99,401   $111,211
                                      =======   =======  =======  =======   ========

Long-term obligations:
  Notes payable                       $62,342   $59,063  $59,869  $82,007   $ 94,509
                                      =======   =======  =======  =======   ========

</TABLE>
----------------
(1) $1,000 original contribution per unit, based on units outstanding during the
year, after giving effect to the allocation of net loss to the general partner.

Item 7.   Management's Discussion and Analysis of Financial

          Condition and Results of Operations.

Liquidity and Capital Resources

         The Registrant holds investments in and operates eight apartment
complexes. The properties are located in Georgia, Arizona, Florida, Texas, and
North Carolina. The Registrant receives rental income from its properties and is
responsible for operating expenses, administrative expenses, capital
improvements and debt service payments. As of March 1, 1996, five of the
thirteen properties originally purchased by the Registrant were sold or
otherwise disposed. All of the Registrant's remaining properties, except for
McMillan Place and Sunrunner Apartments, generated positive cash flow from
operations during the year ended December 31, 1995. The Registrant's Sunrunner
Apartments generated negative cash flow from operations due to significant
capital improvements incurred during the year ended December 31, 1995.

         The Registrant uses working capital reserves provided from any
undistributed cash flow from operations, sales and refinancing proceeds as its
primary sources of liquidity. For the long term, cash from operations will be
the Registrant's primary source of liquidity. There have been no distributions
since 1987. The Registrant is prohibited from making any distributions from
operations until the mortgages encumbering McMillan Place Apartments are
satisfied. Future distributions from sales or refinancings are permitted and
will be evaluated at such time.

         The level of liquidity based upon cash and cash equivalents experienced
a $2,650,000 increase at December 31, 1995, as compared to 1994. The Registrant
had an increase in cash of $1,159,000 from financing activities and $465,000
from investing activities and $1,026,000 from operating activities. The
Registrant's cash provided by financing activities consists of $46,450,000 of
proceeds received from the refinancing, at lower interest rates, of the
mortgages encumbering the Registrant's Misty Woods, Plantation Crossing, Wood
Lake, Wood Ridge, Greenspoint and Sandspoint Apartments properties, which was
significantly offset by $42,807,000 of cash used for the repayment of the prior
first mortgages and $364,000 of cash used for notes payable principal payments.
The Registrant's net cash provided by investing activities consists of $787,000
of cash from the release of restricted cash, which was slightly offset by
$322,000 of improvements to real estate. Cash from operating activities declined
primarily due to significant refinancing fees, prepayment premiums and exit fees
totaling $1,391,000. The Managing General Partner is currently evaluating the
Registrant's capital improvement requirements. All other increases (decreases)
in certain assets and liabilities are the result of the timing of receipt and
payment of various operating activities.

         Working capital reserves are invested in a money market account or
repurchase agreements secured by United States Treasury obligations. The
Managing General Partner believes that, if market conditions remain relatively
stable, cash flow from operations, when combined with working capital reserves,
will be sufficient to fund required capital improvements and regular debt
service payments. The Registrant has substantial balloon payments on Sunrunner
and McMillan Place Apartments due in January 1997 and August 1999 in the amounts
of $3,169,000 and $12,971,000, respectively. Although management anticipates
that these mortgages can be replaced, if the mortgages are not extended or
refinanced, or the properties are not sold, the properties could be lost through

foreclosure. If the Registrant's Sunrunner Apartments were lost through
foreclosure, the Registrant would recognize a loss of approximately $600,000. If
the Registrant's McMillan Place Apartments were lost through foreclosure, the
Registrant would not recognize a loss for financial reporting purposes.

         On December 29, 1995, the Registrant refinanced the mortgage that
encumbered its Misty Woods Apartments property with a new first mortgage in the
amount of $5,450,000. The loan requires monthly payments of approximately
$40,000 at 7.88% interest and matures on January 1, 2006, with a balloon payment
of approximately $4,863,000. The loan may not be prepaid without penalty.

         On December 15, 1995, the Registrant refinanced the mortgages that
encumbered their Wood Ridge, Wood Lake and Plantation Crossing Apartments
properties. The new $22,000,000 loan (allocated $9,000,000, $7,750,000 and
$5,250,000, respectively) requires total monthly payments of approximately
$163,000 at 7.5% interest and is being amortized over 25 years. The loan matures
on January 1, 2003 with a balloon payment of approximately $19,283,000. The loan
may not be prepaid without penalty.

         On June 29, 1995, the Registrant replaced its maturing mortgage
encumbering Greenspoint Apartments with a new first mortgage in the amount of
$9,000,000. The loan requires monthly payments of approximately $68,000 at 8.33%
interest and is being amortized over 30 years. The loan matures on May 15, 2005
with a balloon payment of approximately $7,974,000. The loan may not be prepaid
without penalty.

         On June 29, 1995, the Registrant replaced its maturing mortgage
encumbering Sandspoint Apartment with a new first mortgage in the amount of
$10,000,000. The loan requires monthly payments of approximately $76,000 at
8.33% interest and is being amortized over 30 years. The loan matures on May 15,
2005 with a balloon payment of approximately $8,859,000. The loan may not be
prepaid without penalty.

         In connection with the above refinanced mortgages, the Registrant
recognized an extraordinary loss on extinguishment of debt of $1,636,000,
consisting of the write-off of unamortized deferred loan costs, prepayment
premiums and exit fees.

         In connection with the refinancing of the Registrant's Misty Woods
Apartments, the Registrant was required to transfer all the assets and
liabilities of Misty Woods to a newly formed, wholly-owned subsidiary. In
connection with the remaining refinancings that occurred in 1995, the Registrant
was required to convey the properties from the respective wholly-owned
subsidiaries back to the Partnership.

         As required by the terms of the settlement of the actions brought
against, among others, DeForest Ventures I L.P. ("DeForest I") relating to the
tender offer made by DeForest I in October 1994 (the "First Tender Offer") for
units of limited partnership interest in the Registrant and certain affiliated
partnerships, DeForest I commenced a second tender offer (the "Second Tender
Offer") on June 2, 1995 for units of limited partnership interest in the
Registrant. Pursuant to the Second Tender Offer, DeForest I acquired an
additional 4,234 units of the Registrant which, when added to the units acquired
during the First Tender Offer, represents approximately 28% of the total number

of outstanding units of the Registrant. The Managing General Partner believes
that the tender will not have a significant impact on future operations or
liquidity of the Registrant. Also in connection with the settlement, an
affiliate of the Managing General Partner has made available to the Registrant a
credit line of up to $150,000 per property owned by the Registrant. The
Registrant has no outstanding amounts due under this line of credit. Based on
present plans, management does not anticipate the need to borrow in the near
future. Other than cash and cash equivalents, the line of credit is the
Registrant's only unused source of liquidity.

         On January 19, 1996, the stockholders of NPI, the sole shareholder of
NPI Equity II, sold to IFGP Corporation all of the issued and outstanding stock
of NPI. In addition, an affiliate of Insignia purchased the limited partnership
units held by DeForest I and certain of its affiliates. IFGP Corporation caused
new officers and directors of NPI Equity II and the Managing General Partner to
be elected. The Managing General Partner does not believe these transactions
will have a significant effect on the Registrant's liquidity or results of
operations. See "Item 1 Business-Change in Control".

         At this time, it appears that the investment objective of capital
growth will not be attained and that investors will not receive a return of all
of their invested capital. The extent to which invested capital is returned to
investors is dependent upon the performance of the Registrant's properties and
the markets in which such properties are located and on the sales price of the
remaining properties. In this regard, it is anticipated at this time that the
remaining properties will be held longer than originally expected. The ability
to hold and operate these properties is dependent on the Registrant's ability to
obtain refinancing or debt modification as required.

Real Estate Market

         The business in which the Registrant is engaged is highly competitive,
and the Registrant is not a significant factor in its industry. Each investment
property is located in or near a major urban area and, accordingly, competes for
rentals not only with similar properties in its immediate area but with hundreds
of similar properties throughout the urban area. Such competition is primarily
on the basis of location, rents, services and amenities. In addition, the
Registrant competes with significant numbers of individuals and organizations
(including similar partnerships, real estate investment trusts and financial
institutions) with respect to the sale of improved real properties, primarily on
the basis of the prices and terms of such transactions.

Results of Operations

1995 Compared to 1994

         Operating results, before the extraordinary loss on extinguishment of
debt, improved by $1,058,000 for the year ended December 31, 1995, as compared
to 1994, due to an increase in revenues of $963,000 and a decrease in expenses
of $95,000. Operating results improved due to improved operations, the gain on
sale of property of Plantation Forest Apartments and a provision for impairment
of value on Sunrunner Apartments which were recorded in 1994.

         With respect to the remaining properties, rental revenues increased by

$977,000 primarily due to an increase in rental rates at all of the Registrant's
properties. Occupancy remained relatively constant at all of the Registrant's
properties. In addition, interest income increased by $42,000 due to an increase
in average working capital reserves available for investment, coupled with an
increase in interest rates.

         With respect to the remaining properties, expenses increased due to
increases in operating expenses of $596,000 and interest expense of $73,000,
which was partially offset by decreases in depreciation expense of $11,000 and
the provision for impairment of value of $500,000 which was recorded during
1994. Operating expenses increased primarily due to an increase in repairs and
maintenance expenses at all of the Registrant's properties except for Sandspoint
Apartments. The increase in interest expense is attributable to an increase in
the variable interest rates on mortgages that had encumbered the the
Registrant's Wood Lake, Wood Ridge, Plantation Crossing, Greenspoint and
Sandspoint Apartments. Depreciation expense remained relatively constant. In
addition, general and administrative expenses decreased by $32,000 due to a
decrease in asset management costs, effective July 1, 1994.

1994 Compared to 1993

         Operating results declined by $419,000 for the year ended December 31,
1994, as compared to 1993, due to the provision for impairment of value of
$500,000 on the Sunrunner Apartments and the loss on the sale of Plantation
Apartments of $149,000. Parkside Village Apartments and Plantation Forest
Apartments were sold in May 1993 and February 1994, respectively, and the Cove
Apartments was foreclosed in July 1993. With respect to the remaining
properties, operating results improved by $194,000 due to increases in revenues
of $826,000 and in expenses of $632,000.

         Revenues declined by $922,000 for the year ended December 31, 1994, as
compared to 1993, due to the disposition of the Registrant's Parkside Village
Apartments (May 1993), The Cove Apartments (July 1993) and Plantation Forest
Apartments (February 1994). With respect to the remaining properties, rental
revenues increased by $829,000 primarily due to increased rates and occupancy at
all of the the Registrant's properties, except for Plantation Crossing, where
rates and occupancy remained relatively constant. Reduced concessions at
McMillan and Misty Woods Apartments also contributed to the increase in rental
revenues. In addition, interest income decreased by $3,000.

         Costs and expenses declined by $503,000 for the year ended December 31,
1994, as compared to 1993, due to the disposition of the Registrant's Parkside
Village, The Cove and Plantation Forest Apartments. With respect to the
remaining properties, expenses increased due to increases in operating expenses
of $892,000, depreciation expense of $15,000 and provision for impairment of
$500,000, which were only partially offset by a decrease in interest expense of
$396,000.

         Operating expenses increased primarily due to increased spending on
deferred maintenance at the Registrant's Sandspoint, Greenspoint, Sunrunner and
Wood Lake Apartments. Depreciation expense increased due to the effect of fixed
asset additions. Interest expense declined partially due to a $594,000 reduction
of the principal balance on the mortgage encumbering the Registrant's Misty
Woods property. This was only partially offset by an increase in interest

expense on the Registrant's Greenspoint and Sandspoint properties due to an
increase in interest rates on the variable rate mortgages. In addition, general
and administrative expenses declined by $454,000 due to a decrease in asset
management costs.



Item 8.  Consolidated Financial Statements and Supplementary Data.

                          CENTURY PROPERTIES FUND XIX

                       CONSOLIDATED FINANCIAL STATEMENTS

                          YEAR ENDED DECEMBER 31, 1995

                                     INDEX

Independent Auditors' Reports.............................................F - 2
Consolidated Financial Statements:
     Balance Sheets at December 31, 1995 and 1994.........................F - 4
     Statements of Operations for the Years Ended December 31, 
        1995, 1994 and 1993...............................................F - 5
     Statements of Partners' Equity for the Years Ended
        December 31, 1995, 1994 and 1993..................................F - 6
     Statements of Cash Flows for the Years Ended December 31, 
        1995, 1994 and 1993...............................................F - 7
     Notes to Consolidated Financial Statements...........................F - 8
Financial Statement Schedule:
     Schedule III     -    Real Estate and Accumulated Depreciation 
                           at December 31, 1995..........................F - 18

Consolidated financial statements and financial statement schedules not included
have been omitted because of the absence of conditions under which they are
required or because the information is included elsewhere in the consolidated
financial statements.


To the Partners
Century Properties Fund XIX
Greenville, South Carolina

                          Independent Auditors' Report

We have audited the accompanying consolidated balance sheets of Century
Properties Fund XIX (a limited partnership) (the "Partnership") and its
subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of operations, partners' equity and cash flows for the years then
ended. Our audits also included the additional information supplied pursuant to
Item 14(a)(2). These consolidated financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated 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 and its subsidiaries as of December 31, 1995 and 1994, and
the results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles. Also in our opinion,
the related financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.

                                                  IMOWITZ KOENIG & CO., LLP

                                                  Certified Public Accountants

New York, N.Y.
February 20, 1996


  
INDEPENDENT AUDITORS' REPORT

Century Properties Fund XIX:

We have audited the accompanying consolidated statements of operations,
partners' equity and cash flows of Century Properties Fund XIX (a limited
partnership) (the "Partnership") and its wholly-owned subsidiaries for the year
ended December 31, 1993.  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 audit.

We conducted our audit in accordance with generally accepted auditing
standards.  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 management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the results of operations and cash flows of the Partnership
and its wholly-owned subsidiaries for the year ended December 31, 1993 in
conformity with generally accepted accounting principles.

The accompanying 1993 consolidated financial statements have been prepared
assuming that the Partnership will continue as a going concern.  As discussed
in the first paragraph of Note 10 to the financial statements, the Partnership
has balloon payments totaling $10,800,000 due in December 1994, which raises
substantial doubt about the Partnership's ability to continue as a going
concern.  Management's plans in regard to this matter are also described in
Note 10.  The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

DELOITTE & TOUCHE LLP
 
San Francisco, California
March 18, 1994
  


                          CENTURY PROPERTIES FUND XIX
                            (A Limited Partnership)

                          CONSOLIDATED BALANCE SHEETS


  
                                                             DECEMBER 31,
                                                    ---------------------------
                                                        1995           1994
                                                    ------------   ------------
ASSETS

Cash and cash equivalents                           $  2,868,000   $    218,000
Restricted cash                                               --        787,000
Other assets and deferred costs                        1,977,000      1,643,000

Real Estate:

  Real estate                                         94,428,000     94,106,000
  Accumulated depreciation                           (34,394,000    (31,650,000)
  Allowance for impairment of value                     (500,000)      (500,000)
                                                    ------------   ------------
Real estate, net                                      59,534,000     61,956,000
                                                    ------------   ------------
  Total assets                                      $ 64,379,000   $ 64,604,000
                                                    ============   ============

LIABILITIES AND PARTNERS' EQUITY

Accrued expenses and other liabilities (including   $  1,374,000   $  1,195,000
  $27,000 to a related party in 1995)
Notes payable                                         62,342,000     59,063,000
                                                    ------------   ------------
  Total liabilities                                   63,716,000     60,258,000
                                                    ------------   ------------


Partners' Equity (Deficit):

 General partner                                      (8,992,000)    (8,558,000)
 Limited partners (89,292 units outstanding at
  December 31, 1995 and 1994)                          9,655,000     12,904,000
                                                    ------------   ------------
  Total partners' equity                                 663,000      4,346,000
                                                    ------------   ------------
  Total liabilities and partners' equity            $ 64,379,000   $ 64,604,000
                                                    ============   ============

                See notes to consolidated financial statements.


                          CENTURY PROPERTIES FUND XIX
                            (A Limited Partnership)

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                            YEARS ENDED DECEMBER 31,
                                  -------------------------------------------
                                      1995            1994            1993
                                  -----------     -----------     -----------
Revenues:
  Rental                          $14,630,000     $13,709,000     $14,052,000
  Interest income                     101,000          59,000          62,000
  Gain on sale of property                  -               -         576,000
                                  -----------     -----------     -----------
  Total revenues                   14,731,000      13,768,000      14,690,000
                                  -----------     -----------     -----------
Expenses (including $1,401,000, 
 $690,000 and $57,000 paid to 
 the general partner and 
 affiliates in 1995,1994 
 and 1993):
  Interest                          6,001,000       5,959,000       6,807,000
  Operating                         7,826,000       7,260,000       6,992,000
  Depreciation                      2,744,000       2,766,000       2,840,000
  General and administrative          207,000         239,000         693,000
  Loss on sale of property                  -         149,000          44,000
  Provision for impairment 
   of value                                 -         500,000               -
                                  -----------     -----------     -----------
  Total expenses                   16,778,000      16,873,000      17,376,000
                                  -----------     -----------     -----------
  Loss before extraordinary 
   item                            (2,047,000)     (3,105,000)     (2,686,000)

Extraordinary item:
  Loss on extinguishment 
   of debt                         (1,636,000)              -               -
                                  -----------     -----------     -----------

Net loss                          $(3,683,000)    $(3,105,000)    $(2,686,000)
                                  ===========     ===========     ===========
Net loss per limited 
 partnership unit:

  Loss before extraordinary 
    item                          $    (20.23)    $    (30.67)    $    (26.53)

  Extraordinary item                   (16.16)              -               -
                                  -----------     -----------     -----------
  Net loss                        $    (36.39)    $    (30.67)    $    (26.53)
                                  ===========     ===========     ===========


                See notes to consolidated financial statements.

                          CENTURY PROPERTIES FUND XIX
                            (A Limited Partnership)

                  CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY

                 YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


                                    General         Limited          Total
                                   Partners'       Partners'       Partners'
                                   (Deficit)        Equity          Equity
                                  -----------     -----------     -----------

Balance - January 1, 1993         $(7,875,000)    $18,012,000     $10,137,000

  Net loss                           (317,000)     (2,369,000)     (2,686,000)
                                  -----------     -----------     -----------

Balance - December 31, 1993        (8,192,000)     15,643,000       7,451,000

  Net loss                           (366,000)     (2,739,000)     (3,105,000)
                                  -----------     -----------     -----------

Balance - December 31, 1994        (8,558,000)     12,904,000       4,346,000

  Loss before extraordinary item     (241,000)     (1,806,000)     (2,047,000)

  Extraordinary item                 (193,000)     (1,443,000)     (1,636,000)
                                  -----------     -----------     -----------
Balance - December 31, 1995       $(8,992,000)    $ 9,655,000     $   663,000
                                  ===========     ===========     ===========

                See notes to consolidated financial statements.


                          CENTURY PROPERTIES FUND XIX
                            (A Limited Partnership)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                    YEARS ENDED DECEMBER 31,
                                                                      --------------------------------------------------
                                                                           1995               1994               1993
                                                                      ------------       ------------       ------------
<S>                                                                   <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                              $ (3,683,000)      $ (3,105,000)      $ (2,686,000)
Adjustments to reconcile net loss to net cash (used in) provided
  by operating activities:
  Depreciation and amortization                                          3,048,000          3,172,000          3,199,000
  Extraordinary item - extinguishment of debt                            1,636,000                  -                  -
  Accrued interest added to note payable principal                               -             29,000                  -
  Costs expensed on attempted property refinancing                               -                  -             64,000
  Provision for impairment of value                                              -            500,000                  -
  Gain on sale of property                                                       -                  -           (576,000)
  Loss on sale of property                                                       -            149,000             44,000
  Deferred costs refunded                                                        -                  -            523,000
  Changes in operating assets and liabilities:
     Other assets and deferred costs                                       (72,000)          (374,000)          (166,000)
     Accrued expenses and other liabilities                                 97,000            196,000         (1,905,000)
                                                                      ------------       ------------       ------------
Net cash (used in) provided by operating activities                      1,026,000            567,000         (1,503,000)
                                                                      ------------       ------------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Restricted cash decrease (increase)                                        787,000            729,000           (691,000)
Additions to real estate                                                  (322,000)          (240,000)          (658,000)
Net proceeds from sale of rental property                                        -            485,000         11,259,000
Cost of sale of rental property                                                  -             (3,000)          (772,000)
                                                                      ------------       ------------       ------------
Net cash provided by investing activities                                  465,000            971,000          9,138,000
                                                                      ------------       ------------       ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable to affiliate of the
   general partner                                                               -                  -            291,000
Repayment of notes payable to affilliate of general partner                      -           (370,000)        (1,309,000)
Notes payable proceeds                                                  46,450,000                  -         20,375,000
Repayment of notes payable                                             (42,807,000)                 -        (25,249,000)
Financing costs paid                                                      (729,000)           (90,000)          (497,000)
Notes payable principal payments                                          (364,000)          (979,000)        (1,274,000)
Costs paid to extinguish debt                                           (1,391,000)                 -                  -
                                                                      ------------       ------------       ------------
Net cash provided by (used in) financing activities                      1,159,000         (1,439,000)        (7,663,000)
                                                                      ------------       ------------       ------------
Increase (Decrease) in Cash and Cash Equivalents                         2,650,000             99,000            (28,000)

Cash and Cash Equivalents at Beginning of Year                             218,000            119,000            147,000
                                                                      ------------       ------------       ------------
Cash and Cash Equivalents at End of Year                              $  2,868,000       $    218,000       $    119,000

                                                                      ============       ============       ============
Supplemental Disclosure of Cash Flow Information:
   Interest paid in cash during the year                              $  5,662,000       $  5,449,000       $  7,826,000
                                                                      ============       ============       ============
Supplemental Disclosure of Non-cash Investing and Financing
Activities:
   Accrued interest added to note payable principal                   $          -       $  2,139,000       $          -
                                                                      ============       ============       ============
   Refinancing of notes payable (see Note 5)
   Disposition of rental property in 1994 and 1993 - (see Note  8).
    
                                                  See notes to consolidated financial statements.
</TABLE>

                          CENTURY PROPERTIES FUND XIX
                            (A Limited Partnership)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Organization

       Century Properties Fund XIX (the "Partnership") is a limited partnership
       organized under the laws of the State of California to acquire, hold for
       investment, and ultimately sell income-producing real estate. The
       Partnership currently owns three residential apartment complexes in
       Atlanta, Georgia, two residential apartment complexes in Phoenix, Arizona
       and one residential apartment complex in St. Petersburg, Florida, Dallas,
       Texas and Charlotte, North Carolina. 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"), a California corporation, Fox Realty Investors
       ("FRI"), a California general partnership, and Fox Partners 83, a
       California general partnership. 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.

       On December 6, 1993, the shareholders of FCMC entered into a Voting Trust
       Agreement with NPI Equity Investments II, Inc. ("NPI Equity" or the
       "Managing General Partner") pursuant to which NPI Equity was granted the
       right to vote 100 percent of the outstanding stock of FCMC and NPI Equity
       became the managing general partner of FRI. As a result, NPI Equity
       became responsible for the operation and management of the business and
       affairs of the Partnership and the other investment partnerships
       originally sponsored by FCMC and/or FRI. NPI Equity is a wholly-owned
       subsidiary of National Property Investors, Inc. ("NPI, Inc."). The
       shareholders of FCMC and the partners in FRI retain indirect economic
       interests in the Partnership and such other investment limited
       partnerships, but have ceased to be responsible for the operation and
       management of the Partnership and such other partnerships.

       In October 1994, DeForest Ventures I L.P. ("DeForest I") made a tender
       offer for limited partnership interests in the partnership, as well as
       eleven affiliated limited partnerships. DeForest Ventures II, L.P.
       ("DeForest II") made tender offers for limited partnership interests in
       seven affiliated limited partnerships. Shareholders who controlled
       DeForest Capital I Corporation, the sole general partner of DeForest I,
       also controlled NPI, Inc. As of December 31, 1995, DeForest I had
       acquired approximately 28% of total limited partnership units of the
       Partnership (see Note 11).

       On January 19, 1996, the stockholders of NPI, Inc. sold all of the issued
       and outstanding  stock of NPI, Inc. to an affiliate of Insignia 
       Financial Group,  Inc.  ("Insignia").  In addition,  an affiliate of
       Insignia  acquired the limited  partnership interests of the Partnership

       held by DeForest I and certain of its affiliates (see Note 11).


                          CENTURY PROPERTIES FUND XIX
                            (A Limited Partnership)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       Consolidation

       The consolidated financial statements include the statements of the
       Partnership and its wholly-owned subsidiaries, one of which was formed in
       May 1993 into which Sunrunner Apartments was transferred and another
       which was formed in December 1995 into which Misty Woods Apartments was
       transferred. During 1995, two wholly-owned subsidiaries of the
       Partnership were terminated and the properties were conveyed back to the
       Partnership (see Note 5). All significant intercompany transactions and
       balances have been eliminated.

       Use of Estimates

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

       Distributions

       Cash distributions have been suspended since 1987. As specified in the
       modification of the existing mortgage encumbering McMillan Place
       Apartments, the Partnership is prohibited from making any distributions
       except from sales or refinancing of its properties, until the mortgage
       encumbering McMillan Place Apartments is satisfied.

       Fair Value of Financial Instruments

       In 1995, the Partnership implemented Statement of Financial Accounting
       Standards ("SFAS") No. 107, "Disclosures about Fair Value of Financial
       Instruments," as amended by SFAS No. 119, "Disclosures about Derivative
       Financial Instruments and Fair Value of Financial Instruments," which
       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 instrument 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 fair
       value due to the short term maturity of these instruments. The fair value
       of the Partnership's long term debt, after discounting the scheduled loan

       payments to maturity, approximates its carrying balance (see Note 5).

       Cash and Cash Equivalents

       The Partnership considers all highly liquid investments with an original
       maturity date of three months or less at the time of purchase to be cash
       equivalents.


                          CENTURY PROPERTIES FUND XIX
                            (A Limited Partnership)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       Concentration of Credit Risk

       The Partnership maintains cash balances at institutions insured up to
       $100,000 by the Federal Deposit Insurance Corporation. Balances in excess
       of $100,000 are usually invested in repurchase agreements, which are
       collateralized by United States Treasury obligations. Cash balances
       exceeded these insured levels during the year. At December 31, 1995, the
       Partnership had approximately $1,900,000 invested in overnight repurchase
       agreements, secured by United States Treasury obligations, which are
       included in cash and cash equivalents.

       Real Estate

       Real estate is stated at cost. Acquisition fees are capitalized as a cost
       of real estate. In 1995, the Partnership adopted SFAS No. 121,
       "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
       Assets to be Disposed Of ", which requires impairment losses to be
       recognized for long-lived assets used in operations when indicators of
       impairment are present and the undiscounted cash flows are not sufficient
       to recover the asset's carrying amount. The adoption of the SFAS had no
       effect on the Partnership's financial statements.

       Depreciation

       Depreciation is computed by the straight-line method over estimated
       useful lives ranging from 27.5 to 30 years for buildings and improvements
       and five to seven years for furnishings.

       Deferred Financing Costs

       Financing costs are deferred and amortized over the lives of the related
       loans as interest expense or expensed if financing is not obtained. At
       December 31, 1995 and 1994, accumulated amortization of deferred
       financing costs totaled $114,000 and $974,000, respectively. Net deferred
       costs of $872,000 and $610,000 for the years ended December 31, 1995 and
       1994, respectively, are included in other assets and deferred costs.


       Net Loss Per Limited Partnership Unit

       The net loss per limited partnership unit is computed by dividing the net
       loss allocated to the limited partners by 89,292 units outstanding.

       Income Taxes

       Taxable income or loss of the Partnership is reported in the income tax
       returns of its partners. Accordingly, no provision for income taxes is
       made in the financial statements of the Partnership.


                          CENTURY PROPERTIES FUND XIX
                            (A Limited Partnership)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       Reclassification

       Certain amounts from 1994 and 1993 have been reclassified to conform to
       the 1995 presentation.

2.     TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES

       In accordance with the Partnership Agreement, the Partnership may be
       charged by the general partners and affiliates for services provided to
       the Partnership. From March 1988 to December 1992 such amounts were
       assigned pursuant to a services agreement by the general partner and
       affiliates to Metric Realty Services, L.P. ("MRS"), which performed
       partnership management and other services for the Partnership.

       On January 1, 1993, Metric Management,  Inc.,  ("MMI"),  successor to 
       MRS, a company which is not affiliated with the general partners, 
       commenced  providing  certain property and portfolio  management 
       services  to  the   Partnership under a new  services  agreement.  As
       provided in the new services  agreement,  effective  January 1, 1993, no 
       reimbursements  were made to the  general partners and affiliates  after 
       December 31, 1992.  Subsequent to  December 31, 1992, reimbursements were
       made to MMI.  On December 16, 1993, the  services agreement with MMI was
       modified and, as a result thereof, the Managing  General Partner began
       directly providing cash management and other Partnership  services on
       various dates commencing December 23, 1993.  On March 1, 1994, an 
       affiliate of NPI Equity commenced providing certain property management
       services  (see Notes 1 and 11). Related party fees and expenses for the
       years ended  December 31, 1995, 1994 and 1993 were as follows: 

       <TABLE>
       <CAPTION>
                                                             1995              1994              1993

                                                          ---------         ---------         ---------
<S>                                                       <C>               <C>               <C>
       Financing fees                                     $  27,000         $      -          $       -
       Property management fees                             738,000           557,000                 -
       Real estate tax reduction fees                        66,000                 -                 -
       Reimbursement of operational expenses:
         Partnership accounting and investor services       148,000           100,000                 -
         Professional services                                    -            30,000                 -
                                                          ---------         ---------         ---------

       Total                                              $ 979,000         $ 687,000         $       -
                                                          =========         =========         =========
       Interest expense                                   $       -         $   3,000         $  57,000
                                                          =========         =========         =========
</TABLE>

       Property management fees and real estate tax reduction fees are included
       in operating expenses. Reimbursed expenses are primarily included in
       general and administrative expenses. Financing fees have been capitalized
       and are being amortized over the life of the loan. Approximately $449,000
       of insurance premiums, which were paid to an affiliate of NPI Inc. under
       a master insurance policy arranged by such affiliate, are included in
       operating expenses for the year ended December 31, 1995.


                          CENTURY PROPERTIES FUND XIX
                            (A Limited Partnership)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


2.     TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES (Continued)

       In accordance with the partnership agreement, the general partner
       received a partnership management incentive allocation equal to ten
       percent of net and taxable income (loss) before gains on property
       dispositions. The general partner was also allocated its two percent
       continuing interest in the Partnership's net and taxable income (loss)
       after the preceding allocation. The general partner is also allocated
       gain on property dispositions to the extent it is entitled to receive
       distributions and then 12 percent of remaining gain.

3.     RESTRICTED CASH

       Restricted cash at December 31, 1994, consists of required reserves
       maintained in accordance with financing arrangements on the Wood Lake,
       Wood Ridge, Plantation Crossing, Greenspoint and Sandspoint Apartments in
       order to meet future capital requirements. During 1995, these properties
       were refinanced and, as a result of these refinancings, restricted cash
       reserves were released.

4.     REAL ESTATE


       Real estate, at December 31, 1995 and 1994, is summarized as follows:

                                               1995                     1994
                                            -----------             -----------

       Land                                 $11,681,000             $11,681,000
       Buildings and improvements            75,225,000              75,029,000
       Furnishings                            7,522,000               7,396,000
                                            -----------             -----------

       Total                                 94,428,000              94,106,000
       Accumulated depreciation             (34,394,000)            (31,650,000)
       Allowance for impairment of value       (500,000)               (500,000)
                                            -----------             ----------- 

       Real estate, net                     $59,534,000             $61,956,000
                                            ===========             ===========

5.     NOTES PAYABLE

       The Partnership's properties are pledged as collateral for the related
       notes payable. The Partnership's Wood Lake, Wood Ridge and Plantation
       Crossing Apartments are cross-collateralized. The notes currently bear
       interest at rates ranging from 7.5% to 10.06%, and are payable monthly
       except for the second note on McMillan Apartments whose interest is
       compounded monthly and is payable at maturity, August 31, 1999.


                          CENTURY PROPERTIES FUND XIX
                            (A Limited Partnership)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

5.     NOTES PAYABLE (Continued)

       On December 29, 1995, the Partnership refinanced the mortgage that
       encumbered its Misty Woods Apartments property with a new first mortgage
       in the amount of $5,450,000. The loan requires monthly payments of
       approximately $40,000 at 7.88% interest and matures on January 1, 2006,
       with a balloon payment of approximately $4,863,000. The loan may not be
       prepaid without penalty. The Partnership incurred closing costs and fees
       of $177,000 in connection with the refinancing, of which $95,000 was paid
       in 1995. In connection with the refinancing, the Partnership was required
       to transfer all the assets and liabilities of Misty Woods Apartments to a
       newly formed, wholly-owned subsidiary, Misty Woods CPF 19, L.P.

       On December 15, 1995, the partnership refinanced the mortgages that
       encumbered their Wood Ridge, Wood Lake and Plantation Crossing Apartments
       properties. The new $22,000,000 loan (allocated $9,000,000, $7,750,000
       and $5,250,000, respectively) requires total monthly payments of
       approximately $163,000 at 7.5% interest and is being amortized over 25

       years. The loan matures on January 1, 2003 with a balloon payment of
       approximately $19,283,000. A premium is to be calculated under the terms
       of the mortgage if the loan is prepaid. In connection with the
       refinancings, each of these properties was conveyed from a wholly-owned
       subsidiary, Century Woods 19, L.P., back to the Partnership. The
       Partnership incurred closing costs and fees of $346,000 in connection
       with this refinancing.

       On June 29, 1995, the Partnership replaced its maturing mortgage
       encumbering Greenspoint Apartments with a new first mortgage in the
       amount of $9,000,000. The loan requires monthly payments of approximately
       $68,000 at 8.33% interest and is being amortized over 30 years. The loan
       matures on May 15, 2005 with a balloon payment of approximately
       $7,974,000. A premium is to be calculated under the terms of the mortgage
       if the loan is prepaid. In connection with the refinancing, the property
       was conveyed from a wholly-owned subsidiary, SGP Properties, L.P., back
       to the partnership. The partnership incurred closing costs of $138,000 in
       connection with the refinancing.

       On June 29, 1995, the Partnership replaced its maturing mortgage
       encumbering Sandspoint Apartment with a new first mortgage in the amount
       of $10,000,000. The loan requires monthly payments of approximately
       $76,000 at 8.33% interest and is being amortized over 30 years. The loan
       matures on May 15, 2005 with a balloon payment of approximately
       $8,859,000. A premium is to be calculated under the terms of the mortgage
       if the loan is prepaid. In connection with the refinancing, the property
       was conveyed from a wholly-owned subsidiary, SGP Properties, L.P., back
       to the partnership. The Partnership incurred closing costs of $150,000 in
       connection with the refinancing.


                          CENTURY PROPERTIES FUND XIX
                            (A Limited Partnership)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

5.     NOTES PAYABLE (Continued)

       In connection with the above refinancings, the Partnership recognized an
       extraordinary loss on extinguishment of debt of $1,636,000, consisting of
       the write-off of unamortized deferred financing costs, prepayment
       premiums and exit fees.

       On September 1, 1994, the Partnership obtained a modification of the
       existing mortgage encumbering McMillan Place Apartments in the amount of
       $12,939,000 (including accrued interest of $2,139,000). The loan was
       split into a first mortgage note of $10,800,000 and a second mortgage
       note of $2,139,000. The first mortgage requires monthly payments of
       approximately $89,000 at 8.25% interest and is being amortized over a
       twenty-two year period. Under the terms of the second mortgage, interest
       accrues at 8.25% (with monthly compounding). Quarterly payments, of all
       excess cash flow, as defined in the cash management agreement, are

       required to be made to the lender. No excess cash flow payments were made
       in 1995 or 1994. In addition, the Partnership is prohibited from making
       any distributions from operations to its partners. The notes mature on
       August 31, 1999, with a balloon payment of approximately $9,767,000 on
       the first mortgage plus the outstanding balance and accrued interest on
       the second mortgage note. As specified in the modification, the
       Partnership is required to make monthly payments of $10,000 to a reserve
       account for the term of the loan, which will be used to fund capital
       improvements.

       The mortgage encumbering the Partnership's Sunrunner Apartments property
       matures on January 1, 1997, with a balloon payment of approximately
       $3,169,000. Based upon the operations of the property, the Managing
       General Partner anticipates that the maturing mortgage can be replaced.

       Principal payments at December 31, 1995 are required as follows:

          1996                                     $     763,000
          1997                                         3,933,000
          1998                                           826,000
          1999                                        12,691,000
          2000                                           689,000
          Thereafter                                  43,440,000
                                                   -------------
                                   Total           $  62,342,000
                                                   =============

      Amortization of deferred financing costs totaled $304,000, $416,000 and
      $349,000 for 1995, 1994 and 1993, respectively.

6.     NOTES PAYABLE TO AFFILIATE OF THE GENERAL PARTNER

       The Partnership repaid $370,000 in principal and $3,000 in interest to an
       affiliate of the general partner in 1994.


                          CENTURY PROPERTIES FUND XIX
                            (A Limited Partnership)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

7.     ALLOWANCE FOR IMPAIRMENT OF VALUE

       In 1994, the Partnership determined that, based upon current economic
       conditions and projected future operational cash flow, the decline in
       value of Sunrunner Apartments located in St. Petersburg, Florida was
       other than temporary and that recovery of its carrying value was not
       likely. Accordingly, a provision for impairment of value of $500,000 was
       recognized by the Partnership to reduce the property's carrying value to
       its estimated fair value.

8.     DISPOSITION OF RENTAL PROPERTIES


       In February 1994, the Partnership sold Plantation Forest Apartments,
       located in Atlanta, Georgia for $2,450,000. After assumption of the
       existing loan of $1,965,000 and costs of sale of $3,000, the proceeds to
       the Partnership were $482,000. The carrying value of the property at the
       time of the sale was $2,590,000 and $6,000 in unamortized financing
       costs. The net loss on the sale was $149,000.

       In May 1993, the Partnership sold Parkside Village Apartments, located in
       Aurora, Colorado for $11,259,000. After payment of the existing loan of
       $7,667,000 and costs of the sale of $728,000 (including $281,000 real
       estate commission paid to an outside broker and $400,000 prepayment
       premium on the existing loan), the net proceeds to the Partnership were
       $2,864,000. The carrying value of the property at the time of sale, net
       of the $1,895,000 provision for impairment of value recognized in 1992,
       was $9,955,000. The net gain on the sale was $576,000.


                          CENTURY PROPERTIES FUND XIX
                            (A Limited Partnership)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

9.     RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING

       The differences between the accrual method of accounting for income tax
       reporting and the accrual method of accounting used in the consolidated
       financial statements are as follows:

<TABLE>
<CAPTION>
                                                                               1995                1994              1993
                                                                         ---------------     ---------------    ---------------
       <S>                                                               <C>                 <C>                <C>
       Net loss - financial statements                                   $    (3,683,000)    $    (3,105,000)   $    (2,686,000)
       Differences resulted from:
         Amortization of notes payable discount                                        -                   -              8,000
         Depreciation                                                           (948,000)           (980,000)        (1,887,000)
         Amortization of deferred financing costs and
           organization expenses                                                       -                   -           (114,000)
         Construction period interest and taxes                                    3,000            (331,000)          (471,000)
         Provision for impairment of value                                             -             500,000                  -
         Operating - receivership                                                      -                   -            158,000
         Interest expense - short-term borrowings                                      -             (66,000)           (29,000)
         Prepayment penalty                                                            -                   -           (400,000)
         Gain on property dispositions - net                                           -             910,000          6,301,000
         Other                                                                   (27,000)             21,000            (12,000)
                                                                         ---------------     ---------------    ---------------

       Net (loss) income - income tax method                             $    (4,655,000)    $    (3,051,000)   $       868,000
                                                                         ===============     ===============    ===============
       Taxable (loss) income per limited partnership unit
         after giving effect to the allocation to the
           general partner                                               $           (46)    $          (30)    $             8
                                                                         ===============     ===============    ===============

       Partners' equity - financial statements                           $       663,000     $     4,346,000    $     7,451,000
       Differences resulted from:
         Sales commissions and organization expenses                          12,413,000          12,413,000         12,413,000
         Payments credited to rental properties                                  215,000             215,000            215,000
         Amortization of notes payable discount                                        -                   -            448,000
         Depreciation                                                        (23,081,000)        (22,133,000)       (22,059,000)
         Interest expense                                                              -                   -         (1,347,000)
         Construction period interest and taxes                               (4,648,000)         (4,651,000)        (4,320,000)
         Provision for impairment of value                                       500,000             500,000                  -
         Interest expense - short-term borrowings                                      -                   -             66,000
         Other                                                                  (927,000)           (900,000)           (26,000)
                                                                         ===============     ===============    ===============

       Partners' deficit - income tax method                             $   (14,865,000)    $   (10,210,000)   $    (7,159,000)
                                                                         ===============     ===============    ===============
</TABLE>       

                          CENTURY PROPERTIES FUND XIX
                            (A Limited Partnership)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

10.    BASIS OF PRESENTATION AND OPERATING STRATEGY FOR THE YEAR ENDED
       DECEMBER 31, 1993


       The accompanying consolidated financial statements for the year ended
       December 31, 1993, have been prepared on a going concern basis which
       contemplates the realization of assets and satisfaction of liabilities in
       the normal course of business. The Partnership, after taking into account
       accrued but unpaid interest on certain notes payable for which the
       Partnership had suspended debt service payments, has experienced cash
       flow deficiencies during recent years. At December 31, 1993, the
       Partnership had borrowed a total of $370,000 from affiliates of the
       general partner for working capital needs. The Partnership holds
       investments in and operates properties in real estate markets that are or
       were experiencing unfavorable economic conditions. Many of the
       Partnership's properties are or were located in oil industry related and
       other weakened markets and have experienced operating difficulties. In
       addition, markets in some areas remained depressed due in part to
       overbuilding which continued to depress residential rental rates. The
       level of sales of existing properties have been affected by the limited
       availability of financing in real estate markets. The Partnership had a
       balloon payment of $10,800,000 on McMillan Place Apartments due in
       December 1994. The Partnership's ability to hold and operate its
       remaining properties was dependent on obtaining refinancing or debt
       restructuring as required. If the Partnership was unable to obtain debt
       modification or refinancing, it was likely that dispositions of
       properties operating at a deficit or with significant balloon payments
       would have occurred through sale, foreclosure or transfer to the lenders.
       The Partnership sold Plantation Forest in February 1994 and with the
       proceeds from the sale paid off the remaining loans from an affiliate of
       the general partner. The Partnership believed this strategy, combined
       with cash generated from the Partnership's properties with positive
       operations would allow the Partnership to meet its capital and operating
       requirements. The outcome of these uncertainties could not be determined.
       The consolidated financial statements do not include any adjustments that
       might have resulted from the ultimate outcome of these uncertainties.

       The Partnership obtained a modification of the McMillan Place debt during
       1994 and refinanced numerous properties during 1995, which resulted in
       significant net proceeds to the Partnership. Cash flow from operations
       improved in 1994 and 1995, as compared to 1993 (see Note 5).

11.    SUBSEQUENT EVENT

       On January 19, 1996, the stockholders of NPI, Inc. sold all of the issued
       and outstanding stock of NPI, Inc. to an affiliate of Insignia. In
       addition, an affiliate of Insignia acquired the limited partnership
       interests of the Partnership held by DeForest I and certain of its
       affiliates (see Note 1). As a result of the transaction, the Managing
       General Partner of the Partnership is controlled by Insignia. Insignia
       affiliates now provide property and asset management services to the
       Partnership, maintain its books and records and oversee its operations.


                          CENTURY PROPERTIES FUND XIX
                            (A Limited Partnership)

                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 1995
<TABLE>
<CAPTION>
     COLUMN             COLUMN          COLUMN               COLUMN                     COLUMN
       A                  B               C                    D                          E
                                                                                                                                   
                                                        Cost Capitalized
                                     Initial Cost          Subsequent           Gross Amount at Which
                                    to Partnership       to Acquisition      Carried at Close of Period(1) 
                                    --------------      ----------------     -----------------------------
                                            Buildings                                  Buildings
                                               and                                       and
                        Encum-              Improve-   Improve-  Carrying              Improve- 
Description             brances   Land        ments      ments    Costs       Land      ments      Total (2)
-----------             -------   ----      --------   --------  --------     ----     ---------   ---------
                                        (Amounts in thousands) 
                                                                                                                                   
PARTNERSHIP:
<S>                     <C>       <C>       <C>        <C>       <C>          <C>      <C>         <C>
Wood Lake Apartments
   Atlanta, Georgia     $ 7,750   $ 1,206   $10,980    $ 499     $     -      $ 1,206  $11,479     $12,685  

Sandspoint Apartments                                                                                                              
   Phoenix, Arizona       9,968     2,124    13,158      633         (44)       2,146   13,725      15,871
                                                                                                                                   
Greenspoint                                                                                                                        
   Apartments                                                                                                                      
   Phoenix, Arizona       8,972     2,165    11,199      324        (153)       2,140   11,395      13,535
                                                                                                                                   
Wood Ridge                                                                                                                         
   Apartments                                                                                                                      
   Atlanta, Georgia       9,000     1,632    12,321      592           -        1,632   12,913      14,545
                                                                                                                                   
Plantation Crossing                                                                                                                
   Apartments                                                                                                                      
   Atlanta, Georgia       5,250     1,062     7,576      368           -        1,062    7,944       9,006
                                                                                                                                   
McMillan Place                                                                                                                     
   Apartments                                                                                                                      
   Dallas, Texas         12,710     2,399    10,826      509         (11)       2,427   11,296      13,723
                                                                                                                                   
Subsidiaries:                                                                                                                      
                                                                                                                                   
Sunrunner Apartments                                                                                                               
   St. Petersburg,                                                                                                                 
   Florida                3,242       634     6,485      497           -          634    6,982       7,616
                                                                                                                                   
Misty Woods                                                                                                                        
   Apartments                                                                                                                      
   Charlotte,                                                                                                                      

   North Carolina         5,450       429     6,846      179          (7)         434    7,013       7,447
                        -------   -------   -------    -----     -------      -------  -------     -------
                                                                                                                                   
Total                   $62,342   $11,651   $79,391   $3,601     $  (215)     $11,681  $82,747     $94,428
                        =======   =======   =======   ======     =======      =======  =======     =======
                                                                                             


     COLUMN                 COLUMN         COLUMN        COLUMN        COLUMN    
       A                      F              G             H             I       
                                                           

                           Accumu-                                      Life   
                            lated                                     on which 
                          Deprecia-                                   Deprecia-
                            tion           Year                        tion is
                            and             of            Date         computed 
                         Impairment        Con-           of          in latest
                          of value         struc-        Acqui-      statement of
Description                 (3)            tion          sition       operations
-----------              ----------        -----         ------       ----------
                                                           
                                                           
                                                           
PARTNERSHIP:                                               
<S>                      <C>               <C>            <C>         <C>
Wood Lake Apartments                                       
   Atlanta, Georgia      $ 4,913           1983           12/83       5 - 30 yrs

Sandspoint Apartments                                      
   Phoenix, Arizona        5,603           1986            2/84       6 - 30 yrs
                                                           
Greenspoint                                                
   Apartments                                              
   Phoenix, Arizona        4,634           1986            2/84       6 - 30 yrs
                                                           
Wood Ridge                                                 
   Apartments                                              
   Atlanta, Georgia        5,431           1982            4/84       6 - 30 yrs
                                                           
Plantation Crossing                                        
   Apartments                                              
   Atlanta, Georgia        3,334           1980            6/84       6 - 30 yrs
                                                           
McMillan Place                                             
   Apartments                                              
   Dallas, Texas           4,704           1985            6/85       6 - 30 yrs
                                                           
Subsidiaries:                                              
                                                           
Sunrunner Apartments                                       
   St. Petersburg,                                         
   Florida                 3,441           1981            7/84       6 - 30 yrs
                                                           

Misty Woods                                                
   Apartments                                              
   Charlotte,                                              
   North Carolina          2,834           1986            6/85       6 - 30 yrs
                         -------
Total                    $34,894                               
                         =======                               

</TABLE>
                                    See accompanying notes.


                                                                   SCHEDULE III


                          CENTURY PROPERTIES FUND XIX
                            (A Limited Partnership)

                   REAL ESTATE AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 1995

<TABLE>
<S>                                                                             <C>
NOTES:

(1) The aggregate cost for Federal income tax purposes is $89,059,000.

(2) Balance, January 1, 1993                                                    $ 137,828,000
    Improvements capitalized subsequent to acquisition                                658,000
    Cost of rental property disposed of                                           (41,050,000)
                                                                                -------------
    Balance, December 31, 1994                                                     97,436,000
    Improvements capitalized subsequent to acquisition                                240,000
    Cost of rental property disposed of                                            (3,570,000)
                                                                                -------------
    Balance, December 31, 1994                                                     94,106,000
    Improvements capitalized subsequent to acquisition                                322,000
                                                                                -------------
    Balance, December 31, 1995                                                  $  94,428,000
                                                                                =============
(3) Balance, January 1, 1993                                                    $  41,635,000
    Additions charged to expense                                                    2,840,000
    Accumulated depreciation on rental property disposed                          (11,012,000)
    Allowance for impairment of value on rental properties disposed of             (3,589,000)
                                                                                -------------
    Balance, December 31, 1993                                                     29,874,000
    Additions charged to expense                                                    2,766,000
    Allowance for impairment of value                                                 500,000
    Accumulated depreciation on rental property disposed                             (990,000)
                                                                                -------------
    Balance, December 31, 1994                                                     32,150,000
    Additions charged to expense                                                    2,744,000
                                                                                -------------
    Balance, December 31, 1995                                                  $  34,894,000
                                                                                =============
</TABLE>
                                      


Item 9.    Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosures.

         Effective April 22, 1994, the Registrant dismissed its prior
Independent Auditors, Deloitte & Touche, LLP ("Deloitte") and retained as its
new Independent Auditors, Imowitz Koenig & Company, LLP. Deloitte's Independent
Auditors' Report on the Registrant's financial statements for the calendar year
ended December 31, 1993 did not contain an adverse opinion or a disclaimer of
opinion, and was not qualified or modified as to audit scope or accounting
principles. However, Deloitte's Independent Auditors' Report for the calendar
year December 31, 1993 was modified due to the uncertainty regarding the
Registrant's ability to continue as a going concern since the Registrant had
substantial balloon payments due on Notes in 1994; the financial statements did
not include any adjustments that might result from the outcome of this
uncertainty. The decision to change Independent Auditors was approved by the
Managing General Partner's Directors. During calendar year ended 1993 and
through April 22, 1994 there were no disagreements between the Registrant and
Deloitte on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure which disagreements if not
resolved to the satisfaction of Deloitte, would have caused it to make reference
to the subject matter of the disagreements in connection with its reports.

         Effective April 22, 1994, the Registrant engaged Imowitz Koenig &
Company, LLP as its Independent Auditors. The Registrant did not consult Imowitz
Koenig & Company, LLP regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K prior to April 22, 1994.



                                   PART III

Item 10.   Directors and Executive Officers of the Registrant.

         Neither the Registrant, nor Fox Partners II ("Fox"), the general
partner of the Registrant, has any officers or directors. Fox Capital Management
Corporation (the "Managing General Partner'), the managing general partner of
Fox, manages and controls substantially all of the Registrant's affairs and has
general responsibility and ultimate authority in all matters affecting its
business. NPI Equity Investments II, Inc., which controls the Managing General
Partner, is a wholly-owned affiliate of National Property Investors, Inc., which
in turn is owned by an affiliated Insignia (See "Item 1, Business - Change in
Control"). Insignia is a full service real estate service organization
performing property management, commercial and retail leasing, partnership
administration, mortgage banking, and real estate investment banking services
for various entities. Insignia commenced operations in December 1990 and is the
largest manager of multifamily residential properties in the United States and
is a significant manager of commercial property. It currently provides property
and/or asset management services for over 2,000 properties. Insignia's
properties consist of approximately 300,000 units of multifamily residential
housing and approximately 64 million square feet of commercial space.

         As of March 1, 1996, the names and positions held by the officers and
directors of the Managing General Partner are as follows:


                                                           Has served as a
                                                           Director and/or
                                                           Officer of the
                                                           Managing
Name                         Positions Held                General Partner since
----                         --------------                ---------------------
William H. Jarrard, Jr.      President and Director        January 1996

Ronald Uretta                Vice President and            January 1996
                                Treasurer

John K. Lines, Esquire       Vice President,               January 1996
                                Secretary and Director

Thomas R. Shuler             Director                      January 1996

Kelley M. Buechler           Assistant Secretary           January 1996


         William H. Jarrard, Jr., age 49, has been President and a Director of
the Managing General Partner since January 1996. Mr. Jarrard has been a Managing
Director - Partnership Administration of Insignia since January 1991.

         Ronald Uretta, age 40, has been Insignia's Chief Financial Officer and
Treasurer since January 1992. Since September 1990, Mr. Uretta has also served
as the Chief Financial Officer and Controller of Metropolitan Asset Group.

         John K. Lines, Esquire, age 36, has been a Director and Vice President
and Secretary of the Managing General Partner since January 1996, Insignia's
General Counsel since June 1994, and General Counsel and Secretary since July
1994. From May 1993 until June 1994, Mr. Lines was the Assistant General Counsel
and Vice President of Ocwen Financial Corporation, West Palm Beach, Florida.
From October 1991 until May 1993, Mr. Lines was a Senior Attorney with Banc One
Corporation, Columbus, Ohio. From May 1984 until October 1991, Mr. Lines was an
attorney with Squire Sanders & Dempsey, Columbus, Ohio.

         Thomas R. Shuler, age 50, has been Managing Director - Residential
Property Management of Insignia since March 1991 and Executive Managing Director
of Insignia and President of Insignia Management Services since July 1994. From
January 1983 until March 1991, Mr. Shuler was President of the Management
Division of Hall Financial Group, Inc., a property management organization
located in Dallas, Texas.

         Kelley M. Buechler, age 38, has been Assistant Secretary of the
Managing General Partner since January 1996 and Assistant Secretary of Insignia
since 1991.

         No family relationships exist among any of the officers or directors of
the Managing General Partner.

         Each director and officer of the Managing General Partner will hold
office until the next annual meeting of stockholders of the Managing General
Partner and until his successor is elected and qualified.



Item 11. Executive Compensation.

         The Registrant is not required to and did not pay any compensation to
the officers or directors of the Managing General Partner. The Managing General
Partner does not presently pay any compensation to any of its officers or
directors.  (See "Item 13, Certain Relationships and Related Transactions.")

Item 12.   Security Ownership of Certain Beneficial Owners and
           Management.

         The Registrant is a limited partnership and has no officers or
directors. The Managing General Partner has discretionary control over most of
the decisions made by or for the Registrant in accordance with the terms of the
Partnership Agreement. The Managing General Partner directly owns 100 limited
partnership units in the Registrant.

         The following table sets forth certain information regarding limited
partnership units of the Registrant owned by each person who is known by the
Registrant to own beneficially or exercise voting or dispositive control over
more than 5% of the Registrant's limited partnership units, by each of the
Managing General Partner's directors and by all directors and executive officers
of the Managing General Partner as a group as of March 1, 1996.

Name and address of                   Amount and nature of
Beneficial Owner                      Beneficial Ownership         % of Class

Insignia NPI, LLC(1)                  24,811.66(2)                  27.8
All directors and
  executive officers as
  a group (5 persons)                  -                            -
-----------
(1)      The business address for Insignia NPI, L.L.C. is One Insignia Financial
Plaza, Greenville, South Carolina  29602.
(2)      Based upon information supplied to the Registrant by Insignia NPI,
L.L.C.

         There are no arrangements known to the Registrant, the operation of
which may, at a subsequent date, result in a change in control of the
Registrant.

Item 13.   Certain Relationships and Related Transactions.

       In accordance with the Registrant's partnership agreement, the
Partnership may be charged by the general partners and affiliates for services
provided to the Partnership. On January 1, 1993, Metric Management, Inc.,
("MMI"), successor to MRS, a company which is not affiliated with the general
partners, commenced providing certain property and portfolio management services
to the Partnership under a new services agreement. As provided in the new
services agreement, effective January 1, 1993, no reimbursements were made to
the general partners and affiliates after December 31, 1992. Subsequent to
December 31, 1992, reimbursements were made to MMI. On December 16, 1993, the
services agreement with MMI was modified and, as a result thereof, NPI Equity II

began directly providing cash management and other Partnership services on
various dates commencing December 23, 1993. On March 1, 1994, an affiliate of
NPI Equity II commenced providing certain property management services (see
Notes 1 and 11). Related party expenses for the years ended December 31, 1995,
1994 and 1993 were as follows:

                                          1995        1994        1993
                                        --------    --------    --------

  Property management fees              $738,000    $557,000    $      -
  Real estate tax reduction fees         66,000            -           -
  Reimbursement of operational expenses:
     Partnership accounting and
       investor services                 148,000     100,000           -
     Professional services                     -      30,000           -
                                        --------    --------    --------

  Total                                 $952,000    $687,000    $      -
                                        ========    ========    ========

  Interest expense                      $      -    $  3,000    $ 57,000
                                        ========    ========    ========


       Property management fees and real estate tax reduction fees are included
in operating expenses. Reimbursed expenses are primarily included in general and
administrative expenses. Approximately $449,000 of insurance premiums, which
were paid to an affiliate of NPI Inc. under a master insurance policy arranged
by such affiliate, are included in operating expenses for the year ended
December 31, 1995. In addition, a $27,000 fee was accrued to an affiliate of
Insignia during 1995 in connection with the refinancing of the Partnership's
Misty Woods Apartments property.

         In accordance with the Registrant's partnership agreement, the general
partner received a partnership management incentive allocation equal to ten
percent of net and taxable income (loss) before gains on property dispositions.
The general partner was also allocated its two percent continuing interest in
the Partnership's net and taxable income (loss) after the preceding allocation.
The general partner is also allocated gain on property dispositions to the
extent it is entitled to receive distributions and then 12 percent of remaining
gain.

         As a result of its ownership of 24,811.66 limited partnership units,
Insignia NPI L.L.C. ("Insignia LLC") could be in a position to significantly
influence all voting decisions with respect to the Registrant. Under the
Partnership Agreement, unitholders holding a majority of the Units are entitled
to take action with respect to a variety of matters. When voting on matters,
Insignia LLC 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, Insignia LLC has agreed
for the benefit of non-tendering unitholders, that it will vote its Units: (i)
against any proposal to increase the fees and other compensation payable by the
Registrant to the Managing General Partner and any of its affiliates; and (ii)
with respect to any proposal made by the Managing General Partner or any of its

affiliates, in proportion to votes cast by other unitholders. Except for the
foregoing, no other limitations are imposed on Insignia LLC's right to vote each
Unit acquired.


                                    PART IV

Item 14.   Exhibits, Financial Statement Schedules, and Reports on
           Form 8-K.

(a)(1)(2)  Consolidated Financial Statements and Financial
           Statement Schedules:

             See "Item 8" of this Form 10-K for Consolidated
             Financial Statements of the Registrant, Notes
             thereto, and Financial Statement Schedules. (A Table
             of Contents to Consolidated Financial Statements and
             Financial Statement Schedules is included in "Item 8"
             and incorporated herein by reference.)

(a) (3)    Exhibits:

           2.1  NPI, Inc. Stock Purchase Agreement, dated as of
                August 17, 1995, incorporated by reference to the
                Registrant's Current Report on Form 8-K dated August
                17, 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  Limited Liability Company Agreement of Riverside
                Drive L.L.C., dated as of August 17, 1995
                incorporated by reference to Exhibit 2.4 to Form 8-K
                filed by Insignia with the Securities and Exchange
                Commission on September 1, 1995.

           2.5  Master Indemnity Agreement dated as of August 17,
                1995 incorporated by reference to Exhibit 2.5 to Form
                8-K filed by Insignia with the Securities and
                Exchange Commission on September 1, 1995.

           3.4  Agreement of Limited Partnership, incorporated by reference to
                Exhibit A to the Prospectus of the Registrant dated September
                20, 1983, as amended or June 13, 1989, and as thereafter
                supplemented contained in the Registrant's Registration

                Statement on Form S-11 (Reg. No. 2-79007)

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

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

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

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

            (e) 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.

            (f) 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.

            (g) First Mortgage Note from the Registrant to Secore
                Financial Corporation ("Secore") relating to the
                refinancing of Misty Woods Apartments.

            (h) First Mortgage and Security Agreement dated as of
                December 29, 1995, from the Registrant to Secure
                relating to the refinancing of Misty Woods
                Apartments.

            16. Letter from the Registrant's former Independent
                Auditor dated April 27, 1994, incorporated by
                reference to exhibit 10 to the Registrant's Current
                Report on Form 8-K dated April 22, 1994.

(b)         Reports on Form 8-K:

                None



                                  SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized this 26th of March,
1996.

                              CENTURY PROPERTIES FUND XIX

                              By:      FOX PARTNERS II
                                       Its General Partner

                                       By:  FOX CAPITAL MANAGEMENT
                                            CORPORATION, a General Partner


                                            By:/s/ William H. Jarrard, Jr.
                                                   William H. Jarrard, Jr.
                                                   President and Director

          Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

Signature/Name               Title                       Date

/s/ William H. Jarrard, Jr.  President and               March 26, 1996
---------------------------    Director
William H. Jarrard, Jr.       

/s/ Ronald Uretta            Principal Financial         March 26, 1996
---------------------------    Officer and Principal
Ronald Uretta                  Accounting Officer

/s/ John K. Lines            Director                    March 26, 1996
---------------------------
John K. Lines



                                 Exhibit Index

Exhibit                                                                     Page

2.1      NPI, Inc. Stock Purchase Agreement                                 (1)

2.2      Partnership Units Purchase Agreement                               (2)

2.3      Management Purchase Agreement                                      (3)

2.4      Limited Liability Company Agreement of                             (4)
         Riverside Drive L.L.C.

2.5      Master Indemnity Agreement                                         (5)

3.4.     Agreement of Limited Partnership                                   (6)

10.1     Amended and Restated Note A, made as of September 1,               (7)
         September 1, 1994, by the Registrant in favor of The Travelers
         Insurance Company ("Travelers") in the principal amount of 
         $10,800,000

10.2     Amended and Restated Note A, made as of September 1,               (7)
         September 1, 1994, by the Registrant in favor of Travelers
         in the principal amount of $2,138,673.53

10.3     Amended and Restated Deed of Trust, dated as of September          (7)
         1, 1994, between the Registrant and Travelers

10.4     Amended and Restated Note B, made as of September 1, 1994          (7)
         between the Registrant and Travelers

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

10.6     Deed to Secure Debt and Security Agreement from
         the Registrant to CIGNA

10.7     First Mortgage Note from the Registrant to Secore
         Financial Corporation ("Secore")

10.8     First Mortgage and Security Agreement dated
         as of December 29, 1995, from the Registrant to
         Secore

16       Letter from the Registrant's former Independent Auditor
         dated April 27, 1994                                                (8)




-------------------


(1)      Incorporated by reference to the Registrant's Current Report on Form
8-K dated August 7, 1995

(2)      Incorporated by reference to Exhibt 2.1 to Form 8-K filed by Insignia
Financial Group, Inc. with the Securities and Exchange Commission on
September 1, 1995.

(3)      Incorporated by reference to Exhibit 2.2 to Form 8-K filed by Insignia
Financial  Group,  Inc.  with the Securities and Exchange Commission on
September 1, 1995.

(4)      Incorporated by reference to Exhibit 2.4 to Form 8-K filed by Insignia 
Financial Group, Inc. with the Securities and Exchange Commission on
September 1, 1995.

(5)      Incorporated by reference to Exhibit 2.5 to Form 8-K filed by Insignia
Financial  Group,  Inc.  with the Securities and Exchange Commission on
September 1, 1995.

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

(7)      Incorporated by reference to the Registrant's Form 10-Q for the
quarter ended September 30, 1994.

(8)      Incorporated by reference to exhibit 10 to the Registrant's Current
Report on Form 8-K dated April 22, 1994.