United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                For the quarterly period ended June 30, 2004


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


            For the transition period from _________to _________

                         Commission file number 0-11934


                          CENTURY PROPERTIES FUND XVIII
        (Exact name of small business issuer as specified in its charter)



         California                                               94-2834149
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                              Identification No.)

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

                                 (864) 239-1000
                           (Issuer's telephone number)


Check  whether the issuer (i) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the  registrant  was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes  X   No ___


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS


                          CENTURY PROPERTIES FUND XVIII
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                        (in thousands, except unit data)

                                  June 30, 2004
<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 103
   Receivables and deposits                                                      24
   Restricted escrows                                                           195
   Other assets                                                                 141
   Investment property:
      Land                                                   $ 6,218
      Buildings and related personal property                  11,897
                                                               18,115
      Less accumulated depreciation                            (8,244)        9,871
                                                                           $ 10,334
Liabilities and Partners' (Deficiency) Capital
Liabilities
   Accounts payable                                                          $ 83
   Other liabilities                                                             95
   Accrued property taxes                                                       155
   Tenant security deposit liabilities                                           34
   Mortgage note payable                                                      9,755

Partners' (Deficiency) Capital
   General partner                                           $ (5,313)
   Limited partners (75,000 units issued and
      outstanding)                                              5,525           212
                                                                           $ 10,334

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                          CENTURY PROPERTIES FUND XVIII
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>

                                             Three Months Ended            Six Months Ended
                                                  June 30,                     June 30,
                                             2004           2003           2004         2003
                                                         (Restated)                  (Restated)
Revenues:
<S>                                         <C>            <C>            <C>          <C>
  Rental income                             $ 466          $ 585          $ 933        $ 1,167
  Other income                                  65             53            147           112
      Total revenues                           531            638          1,080         1,279

Expenses:
   Operating                                   311            253            553           517
   General and administrative                   59             69            127           139
   Depreciation                                124            120            243           238
   Interest                                    189            192            378           384
   Property tax                                 78             86            156           172
      Total expenses                           761            720          1,457         1,450

Loss from continuing operations               (230)           (82)          (377)         (171)
Income from discontinued operations             --             59             --            93

Net loss                                    $ (230)        $ (23)         $ (377)       $ (78)

Net loss allocated to general partner
  (9.90%)                                   $ (23)          $ (2)         $ (37)        $ (8)
Net loss allocated to limited
   partners (90.10%)                          (207)           (21)          (340)          (70)

                                            $ (230)        $ (23)         $ (377)       $ (78)
Per limited partnership unit:
  Loss from continuing operations          $ (2.76)       $ (0.99)       $ (4.53)      $ (2.05)
  Income from discontinued operations           --           0.71             --          1.12

Net loss per limited partnership unit      $ (2.76)       $ (0.28)       $ (4.53)      $ (0.93)

Distributions per limited partnership
  unit                                       $ --           $ --           $ --        $ 1.49


        See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>
                       CENTURY PROPERTIES FUND XVIII
    CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL
                                   (Unaudited)
                        (in thousands, except unit data)

<TABLE>
<CAPTION>

                                     Limited
                                   Partnership    General      Limited
                                      Units       Partner      Partners      Total

<S>                                   <C>           <C>        <C>          <C>
Original capital contributions        75,000        $ --       $75,000      $75,000

Partners' (deficiency) capital
   at December 31, 2003               75,000      $(5,276)     $ 5,865       $ 589

Net loss for the six months
   ended June 30, 2004                    --          (37)        (340)        (377)

Partners' (deficiency) capital
   at June 30, 2004                   75,000      $(5,313)     $ 5,525       $ 212


        See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                          CENTURY PROPERTIES FUND XVIII
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>


                                                                    Six Months Ended
                                                                        June 30,
                                                                    2004         2003
Cash flows from operating activities:
<S>                                                                <C>           <C>
  Net loss                                                         $ (377)       $ (78)
  Adjustments to reconcile net loss to net cash (used in)
   provided by operating activities:
     Depreciation                                                      243          446
     Amortization of loan costs                                         17           30
     Change in accounts:
      Receivables and deposits                                          10           (2)
      Other assets                                                     (68)        (100)
      Accounts payable                                                  (4)         (22)
      Tenant security deposit liabilities                               (5)          28
      Accrued property taxes                                          (159)        (115)
      Other liabilities                                                 --           79
        Net cash (used in) provided by operating activities           (343)         266

Cash flows from investing activities:
  Property improvements and replacements                              (125)        (116)
  Net deposits to restricted escrows                                   (34)         (32)
        Net cash used in investing activities                         (159)        (148)

Cash flows from financing activities:
  Distributions to partners                                             --         (113)
  Payments on mortgage notes payable                                   (78)        (129)
        Net cash used in financing activities                          (78)        (242)

Net decrease in cash and cash equivalents                             (580)        (124)
Cash and cash equivalents at beginning of period                       683          716
Cash and cash equivalents at end of period                          $ 103        $ 592

Supplemental disclosure of cash flow information:
  Cash paid for interest                                            $ 361        $ 590

Supplemental disclosure of non-cash activity:
  Property improvements and replacements included in accounts
   payable                                                          $ 53         $ --

        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                       CENTURY PROPERTIES FUND XVIII
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Century
Properties Fund XVIII (the  "Partnership" or "Registrant") have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  The Partnership's  general partner is Fox Partners.  The
general partners of Fox Partners are Fox Capital Management  Corporation ("FCMC"
or the  "Managing  General  Partner"),  Fox  Realty  Investors  ("FRI")  and Fox
Partners  82. The Managing  General  Partner,  as well as the  managing  general
partner of FRI, are affiliates of Apartment  Investment  and Management  Company
("AIMCO"), a publicly traded real estate investment trust. In the opinion of the
Managing  General  Partner,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three and six month  periods  ended June 30, 2004 are
not  necessarily  indicative  of the results that may be expected for the fiscal
year  ending  December  31,  2004.  For  further   information,   refer  to  the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Partnership's Annual Report on Form 10-KSB for the year ended December 31, 2003.

In  accordance  with the  Statement  of  Accounting  Standards  ("SFAS") No. 144
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived   Assets",   the
accompanying consolidated statement of operations as of January 1, 2003 has been
restated to reflect the operations of Overlook Point Apartments,  which was sold
October 31, 2003, as income from discontinued operations.

Note B - Transactions with Affiliated Parties

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

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from the  Partnership's  properties for providing  property  management
services.  The  Partnership  paid to such affiliates  approximately  $53,000 and
$113,000 for the six months ended June 30, 2004 and 2003, respectively, which is
included in operating expenses and income from discontinued operations.

An  affiliate  of  the  Managing   General  Partner  charged   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $56,000 and
$80,000 for the six months ended June 30, 2004 and 2003, respectively,  which is
included in general and administrative expenses.

As  compensation  for the  services  rendered in managing the  Partnership,  the
Managing  General  Partner is entitled to receive a Partnership  Management  Fee
equal to 9% of  distributions  from  operations  as defined  in the  Partnership
Agreement.  During the six months ended June 30, 2004 and 2003,  no amounts were
paid to the Managing  General Partner as there were no distributions in 2004 and
the 2003  distributions  were  made  from  cumulative  undistributed  sales  and
refinancing proceeds.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership. At the present time, the Partnership has no outstanding amounts due
under this line of credit.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers'  compensation,  property  casualty  and vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing  General  Partner.  During the six months ended June 30, 2004 and 2003,
the  Partnership was charged by AIMCO and its affiliates  approximately  $23,000
and $66,000,  respectively,  for  insurance  coverage and fees  associated  with
policy claims administration.

Note C - Contingencies

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (the "Heller action")
was filed  against  the same  defendants  that are named in the  Nuanes  action,
captioned  Heller v.  Insignia  Financial  Group.  On or about  August 6,  2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

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

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

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

On January 28, 2004,  Objector filed his opening brief in his pending appeal. On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement  and the judgment  thereto.  Plaintiffs  have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
No hearing has been scheduled in the matter.

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

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all hours  worked in excess of forty per week.  On March 5, 2004  Plaintiffs
filed an amended complaint also naming NHP Management Company,  which is also an
affiliate  of the  Managing  General  Partner.  The  complaint  is  styled  as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The defendants have filed an answer to the amended complaint denying
the  substantive  allegations.  Some  discovery  has taken place and  settlement
negotiations  continue.  Although the outcome of any  litigation  is  uncertain,
AIMCO  Properties,  L.P. does not believe that the ultimate  outcome will have a
material  adverse  effect on its  financial  condition or results of  operations
taken as a whole. Similarly,  the Managing General Partner does not believe that
the ultimate  outcome will have a material  adverse effect on the  Partnership's
financial condition or results of operations taken as a whole.

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

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities and Exchange  Commission is conducting an  investigation  relating to
certain  matters.  AIMCO  believes the areas of  investigation  include  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts payable,  rent concessions,  vendor rebates, and
capitalization of expenses and payroll.  AIMCO is cooperating  fully. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated  financial  condition  or results of  operations  taken as a whole.
Similarly,  the  Managing  General  Partner  does not believe  that the ultimate
outcome will have a material  adverse effect on the  Partnership's  consolidated
financial condition or results of operations taken as a whole.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

The Partnership's  investment  property consists of one apartment  complex.  The
following  table sets forth the average  occupancy  of the  property for the six
months ended June 30, 2004 and 2003.

                                                   Average Occupancy
      Property                                      2004       2003

      Oak Run Apartments                            78%        92%
        Dallas, Texas

Occupancy at Oak Run Apartments decreased as a result of changes in the criteria
used to accept new tenants.  The changes were instituted in an effort to attract
and maintain more  desirable  tenants which will then help to control  operating
expenses.

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

Results of Operations

The  Partnership's net loss for the three and six months ended June 30, 2004 was
approximately  $230,000 and $377,000,  respectively,  compared to a net loss for
the three and six  months  ended  June 30,  2003 of  approximately  $23,000  and
$78,000,  respectively.  The  increase  in net loss for both the  three  and six
months  ended June 30,  2004 is due to a decrease  in income  from  discontinued
operations  and an increase in loss from  continuing  operations.  In accordance
with  Statement of Accounting  Standards  ("SFAS") No. 144  "Accounting  for the
Impairment  or Disposal of Long-Lived  Assets",  the  accompanying  consolidated
statement of  operations  has been restated as of January 1, 2003 to reflect the
operations of Overlook Point Apartments as income from  discontinued  operations
due to the sale of the property in October 2003.  The results of the  property's
operations  for the three and six months  ended June 30,  2003 are  included  in
income from  discontinued  operations  of  approximately  $59,000  and  $93,000,
respectively,  which include revenues of approximately  $512,000 and $1,007,000,
respectively.

The Partnership's  loss from continuing  operations for the three and six months
ended June 30,  2004 was  approximately  $230,000  and  $377,000,  respectively,
compared to a loss from continuing operations for the three and six months ended
June 30, 2003 of approximately $82,000 and $171,000,  respectively. The increase
in loss from continuing  operations for both the three and six months ended June
30,  2004 was due to a  decrease  in total  revenues  and an  increase  in total
expenses.

Total revenues  decreased due to a decrease in rental income partially offset by
an  increase  in other  income.  Rental  income  decreased  due to a decrease in
occupancy  at Oak Run  Apartments  discussed  above and an  increase in bad debt
expense.  Other income increased due to increases in lease cancellation fees and
cleaning and damage fees at Oak Run Apartments.

Total  expenses  increased for both the three and six months ended June 30, 2004
due to an increase in operating  expense  partially offset by a decrease in both
property tax and general and administrative expenses.  Depreciation and interest
expense  remained  relatively  constant for the  comparable  periods.  Operating
expense  increased  due  to  increases  in  property  and  maintenance  expenses
partially  offset by decreases in  administrative  and  management fee expenses.
Property  expense  increased  due to an  increase  in utility  costs and leasing
personnel costs.  Maintenance  expense increased due to increases in landscaping
supplies,  contract  painting  and  contract  decorating  costs.  Administrative
expenses  decreased due to a decrease in property  legal fees as a result of the
settlement  of a civil case in the prior year.  Management  fees  decreased as a
result of the decrease in rental  income on which such fees are based.  Property
tax expense decreased due to a decrease in the assessed value of the property by
the local taxing authorities.

General  and  administrative  expenses  decreased  as a  result  of the  sale of
Overlook  Apartments  during 2003 which  resulted  in a decrease in  accountable
reimbursements  paid  to  an  affiliate  of  the  Managing  General  Partner  in
accordance with the Partnership  Agreement partially offset by a slight increase
in the cost of audit and tax  services  also as a result of the sale of Overlook
Apartments.  Also  included in general  and  administrative  expenses  are costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory agencies and the annual audit required by the Partnership Agreement.

Liquidity and Capital Resources

At June 30, 2004, the Partnership had cash and cash equivalents of approximately
$103,000  compared to  approximately  $592,000 at June 30,  2003.  Cash and cash
equivalents  decreased  approximately  $580,000  from  December  31, 2003 due to
approximately  $343,000,  $159,000,  and  $78,000  of cash  used  in  operating,
investing,  and  financing  activities,  respectively.  Cash  used in  investing
activities consisted of property  improvements and replacements and net deposits
to restricted escrows maintained by the mortgage lender.  Cash used in financing
activities  consisted of principal payments made on the mortgage encumbering the
Partnership's  property. The Partnership invests its working capital reserves in
interest bearing accounts.

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

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership and to comply with Federal,  state,
and local  legal and  regulatory  requirements.  The  Managing  General  Partner
monitors  developments  in the  area of legal  and  regulatory  compliance.  For
example,  the  Sarbanes-Oxley  Act  of  2002  mandates  or  suggests  additional
compliance  measures  with  regard to  governance,  disclosure,  audit and other
areas.  In light of these changes,  the  Partnership  expects that it will incur
higher expenses related to compliance, including increased legal and audit fees.
Capital improvements planned for the Partnership's property is detailed below.

Oak Run  Apartments:  During the six months ended June 30, 2004 the  Partnership
completed  approximately  $178,000 of capital improvements at Oak Run Apartments
consisting primarily of parking lot resurfacing,  plumbing fixtures,  structural
upgrades,  exterior  painting and appliances  and floor  covering  replacements.
These  improvements were funded from operations.  The Partnership  evaluates the
capital  improvement needs of the property during the year and currently expects
to complete an additional $53,000 in capital  improvements  during the remainder
of 2004.  Additional  improvements  may be  considered  and will  depend  on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

The additional capital  expenditures planned will be incurred only to the extent
of cash available from operations and Partnership  reserves.  To the extent that
such  budgeted   capital   improvements   are   completed,   the   Partnership's
distributable cash flow, if any, may be adversely affected at least in the short
term.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness encumbering Oak Run Apartments of approximately $9,755,000 is being
amortized over thirty years with a balloon payment of  approximately  $9,728,000
due in October 2004.  The Managing  General  Partner  intends to refinance  such
indebtedness  before its maturity.  If the property cannot be refinanced or sold
for a sufficient  amount,  the Partnership may risk losing such property through
foreclosure.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2004 and 2003. (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                        Per Limited                       Per Limited
                    Six Months Ended    Partnership    Six Months Ended   Partnership
                      June 30, 2004         Unit         June 30, 2003       Unit
Sale and
<S>           <C>         <C>               <C>              <C>            <C>
  Refinancing (1)         $ --              $ --             $ 113          $ 1.49
</TABLE>

(1) From prior cumulative undistributed sale and refinancing proceeds.

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

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 42,672.50 limited partnership units
(the "Units") in the Partnership  representing  56.90% of the total  outstanding
Units at June 30, 2004. A number of these Units were acquired pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units,  in AIMCO  Properties,  L.P.,  the operating  partnership  of
AIMCO,  either  through  private  purchases  or tender  offers.  Pursuant to the
Partnership Agreement, unit holders holding a majority of the Units are entitled
to take action with respect to a variety of matters,  which include, but are not
limited to, voting on certain amendments to the Partnership Agreement and voting
to remove the Managing General  Partner.  As a result of its ownership of 56.90%
of the total  outstanding  Units,  AIMCO and its affiliates are in a position to
influence all voting decisions with respect to the Registrant. AIMCO IPLP, L.P.,
formerly  Insignia  Properties  L.P.  ("IPLP"),  an  affiliate  of AIMCO and the
Managing General Partner indirectly, had agreed for the benefit of non-tendering
unit holders,  that it would vote the 21,513 Units acquired in January 1996: (i)
against any increase in compensation  payable to the Managing General Partner or
to affiliates;  and (ii) on all other matters submitted by it or its affiliates,
in proportion to the votes cast by  non-tendering  unit holders.  Except for the
foregoing,  no other limitations are imposed on IPLP's,  AIMCO's or any of their
affiliates  right to vote each Unit  acquired.  Although  the  Managing  General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Managing  General  Partner to AIMCO, as its
sole stockholder.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the Partnership
to  make  estimates  and  assumptions.  The  Partnership  believes  that  of its
significant  accounting  policies,  the following may involve a higher degree of
judgment and complexity.

Impairment of Long-Lived Assets

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

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

Revenue Recognition

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

ITEM 3.     CONTROLS AND PROCEDURES

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

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

                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (the "Heller action")
was filed  against  the same  defendants  that are named in the  Nuanes  action,
captioned  Heller v.  Insignia  Financial  Group.  On or about  August 6,  2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

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

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

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

On January 28, 2004,  Objector filed his opening brief in his pending appeal. On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement  and the judgment  thereto.  Plaintiffs  have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
No hearing has been scheduled in the matter.

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

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all hours  worked in excess of forty per week.  On March 5, 2004  Plaintiffs
filed an amended complaint also naming NHP Management Company,  which is also an
affiliate  of the  Managing  General  Partner.  The  complaint  is  styled  as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The defendants have filed an answer to the amended complaint denying
the  substantive  allegations.  Some  discovery  has taken place and  settlement
negotiations  continue.  Although the outcome of any  litigation  is  uncertain,
AIMCO  Properties,  L.P. does not believe that the ultimate  outcome will have a
material  adverse  effect on its  financial  condition or results of  operations
taken as a whole. Similarly,  the Managing General Partner does not believe that
the ultimate  outcome will have a material  adverse effect on the  Partnership's
financial condition or results of operations taken as a whole.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  See Exhibit Index attached.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended June 30, 2004.


<PAGE>


                                   SIGNATURES


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


                                    CENTURY PROPERTIES FUND XVIII


                                    By:   Fox Partners
                                          General Partner


                                    By:   Fox Capital Management Corporation
                                          Managing General Partner


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


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


                                    Date: August 13, 2004



<PAGE>


                          CENTURY PROPERTIES FUND XVIII

                                  EXHIBIT INDEX


 Exhibit Number   Description of Exhibit

       2.5        Master  Indemnity  Agreement  Incorporated by reference to
                  Form 8-K filed by Insignia  Financial Group, Inc. 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  November 5, 1982,  as revised  December
                  30,  1982,  and  after   supplemented   contained  in  the
                  Registrant's Agreement on Form S-11 (Reg. No. 2-78495).

      10.1        Promissory Note between Oak Run,  L.L.C., a South Carolina
                  limited  liability  company,  and Lehman Brothers Holdings
                  Inc. d/b/a Lehman  Capital,  a division of Lehman Brothers
                  Holdings  Inc., a Delaware  corporation,  dated  September
                  1997.  Incorporated by reference to the Registrant's  Form
                  10-KSB for the year ended December 31, 1997.

      10.2        Deed of Trust  and  Security  Agreement  between  Oak Run,
                  L.L.C., a South Carolina limited liability company,  David
                  M.  Parnell,  and  Lehman  Brothers  Holdings  Inc.  d/b/a
                  Lehman  Capital,  a division of Lehman  Brothers  Holdings
                  Inc.,  a  Delaware  corporation,   dated  September  1997.
                  Incorporated by reference to the Registrant's  Form 10-KSB
                  for the year ended December 31, 1997.

      10.3        Multi-Family  Note between Century  Properties Fund XVIII,
                  L.P.,  a  California  limited  partnership,   and  Newport
                  Mortgage  Company,  L.P.,  a  Texas  limited  partnership,
                  dated  August 24, 1998.  Incorporated  by reference to the
                  Registrant's  Form 10-KSB for the year ended  December 31,
                  1998.

      10.4        Purchase and Sale Contract  between  Century  Properties  Fund
                  XVIII and Rohnert Crossbrook Associates, dated August 15, 2003
                  for sale of Overlook Apartments.  Incorporated by reference to
                  the Registrant's  Form 8-K dated October 13, 2003 and filed on
                  November 10, 2003.

      10.5        Reinstatement  and  Amendment  to Purchase  and Sale  Contract
                  between Century  Properties Fund XVIII and Rohnert  Crossbrook
                  Associates,  dated  September  24,  2003 for sale of  Overlook
                  Apartments. Incorporated by reference to the Registrant's Form
                  8-K dated October 13, 2003 and filed on November 10, 2003.

      10.6        Second Amendment to Purchase and Sale Contract between Century
                  Properties Fund XVIII and Rohnert Crossbrook Associates, dated
                  October 3, 2003 for sale of Overlook Apartments.  Incorporated
                  by reference to the  Registrant's  Form 8-K dated  October 13,
                  2003 and filed on November 10, 2003.

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

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

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

<PAGE>

Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of Century Properties
      Fund XVIII;

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

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

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

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

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

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

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

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

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

Date:  August 13, 2004

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of Century Properties
      Fund XVIII;

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

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

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

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

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

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

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

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

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

Date:  August 13, 2004

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


<PAGE>



Exhibit 32.1


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



In  connection  with the Quarterly  Report on Form 10-QSB of Century  Properties
Fund XVIII (the "Partnership"),  for the quarterly period ended June 30, 2004 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Martha L. Long, as the equivalent of the Chief Executive  Officer of
the Partnership, and Stephen B. Waters, as the equivalent of the Chief Financial
Officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  August 13, 2004


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  August 13, 2004


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