UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

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

                    For the quarterly period ended June 30, 2003


[ ] 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 small business issuer as specified in its charter)



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

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


                                 (864) 239-1000
                           (Issuer's telephone number)
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS


                           CENTURY PROPERTIES FUND XIX

                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                        (in thousands, except unit data)

                                  June 30, 2003
<TABLE>
<CAPTION>

Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 1,248
   Receivables and deposits                                                     980
   Restricted escrows                                                           554
   Other assets                                                               1,720
   Investment properties:
      Land                                                   $ 11,635
      Buildings and related personal property                  92,430
                                                              104,065
      Less accumulated depreciation                           (57,810)       46,255
                                                                           $ 50,757
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 150
   Tenant security deposits payable                                             335
   Accrued property taxes                                                       717
   Due to affiliates                                                          2,144
   Other liabilities                                                          1,413
   Due to former affiliate                                                      366
   Mortgage notes payable                                                    56,437

Partners' Deficit
   General partner                                           $ (9,912)
   Limited partners (89,292 units issued and
      outstanding)                                               (893)      (10,805)
                                                                           $ 50,757



            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                           CENTURY PROPERTIES FUND XIX

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

<TABLE>
<CAPTION>

                                         Three Months                Six Months
                                        Ended June 30,             Ended June 30,
                                      2003         2002          2003          2002

Revenues:
<S>                                 <C>           <C>           <C>          <C>
  Rental income                     $ 3,456       $ 3,914       $ 6,878      $ 7,995
  Other income                          370           319           705          669
  Casualty gain                         171            --           171           --
       Total revenues                 3,997         4,233         7,754        8,664

Expenses:
  Operating                           1,648         1,503         3,333        2,879
  General and administrative            119           115           238          255
  Depreciation                          927           907         1,840        1,804
  Interest                            1,084         1,093         2,262        2,153
  Property tax                          359           347           715          694
       Total expenses                 4,137         3,965         8,388        7,785

Net (loss) income                    $ (140)       $ 268        $ (634)       $ 879

Net (loss) income allocated to
  general partner                    $ (16)        $ 32          $ (74)       $ 104
Net (loss) income allocated to
  limited partners                     (124)          236          (560)         775

                                     $ (140)       $ 268        $ (634)       $ 879

Net (loss) income per limited
  partnership unit                  $ (1.39)      $ 2.64        $ (6.27)      $ 8.68

Distributions per limited
  partnership unit                    $ --        $ 18.38        $ --        $ 18.38

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                           CENTURY PROPERTIES FUND XIX

                   CONSOLIDATED STATEMENT OF PARTNERS' DEFICIT
                                   (Unaudited)
                        (in thousands, except unit data)

<TABLE>
<CAPTION>

                                     Limited
                                    Partnership    General      Limited
                                       Units       Partner      Partners       Total

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

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

Net loss for the six months
   ended June 30, 2003                    --           (74)        (560)         (634)

Partners' deficit
   at June 30, 2003                   89,292       $(9,912)      $ (893)     $(10,805)

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                           CENTURY PROPERTIES FUND XIX

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

                                                                  Six Months Ended
                                                                        June 30,
                                                                  2003         2002
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net (loss) income                                              $ (634)      $ 879
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
     Depreciation                                                 1,840        1,804
     Amortization of loan costs and discount                         84           48
     Casualty gain                                                 (171)          --
     Change in accounts:
      Receivables and deposits                                      284           30
      Other assets                                                 (897)        (189)
      Accounts payable                                             (206)           2
      Tenant security deposits payable                               49          (24)
      Accrued property taxes                                        (59)          69
      Due to affiliates                                              43           --
      Due to former affiliate                                         2           --
      Other liabilities                                             170          (12)
         Net cash provided by operating activities                  505        2,607

Cash flows from investing activities:
  Property improvements and replacements                           (660)        (832)
  Net insurance proceeds received                                   171           --
  Net (deposits to) withdrawals from restricted escrows            (509)         164
         Net cash used in investing activities                     (998)        (668)

Cash flows from financing activities:
  Payment on mortgage notes payable                              (1,271)        (489)
  Repayment of mortgage notes payable                           (21,130)          --
  Proceeds from mortgage notes payable                           20,450           --
  Distributions to partners                                          --       (1,861)
  Advances received from affiliate                                2,101           --
  Loan costs paid                                                  (434)          --
         Net cash used in financing activities                     (284)      (2,350)

Net decrease in cash and cash equivalents                          (777)        (411)
Cash and cash equivalents at beginning of period                  2,025        1,645
Cash and cash equivalents at end of period                      $ 1,248      $ 1,234

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 2,183      $ 2,136

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                           CENTURY PROPERTIES FUND XIX

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Century
Properties Fund XIX (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 general partner of the Partnership is Fox Partners II,
a California  general  partnership.  The general partners of Fox Partners II are
Fox Capital Management Corporation ("FCMC" or the "Managing General Partner"), a
California  corporation,  Fox Realty  Investors  ("FRI"),  a California  general
partnership, and Fox Partners 83, a California general partnership. The Managing
General Partner is a subsidiary of Apartment  Investment and Management  Company
("AIMCO"), a publicly traded real estate investment trust. 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, 2003 are
not  necessarily  indicative  of the results that may be expected for the fiscal
year  ending  December  31,  2003.  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 fiscal year ended  December
31, 2002.

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) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.

During the six months ended June 30, 2003 and 2002,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's  properties  as  compensation  for providing  property  management
services.  The Partnership  paid to such affiliates  approximately  $375,000 and
$444,000 for the six months ended June 30, 2003 and 2002, respectively, which is
included in operating expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $99,000 and
$89,000 for the six months ended June 30, 2003 and 2002, respectively,  which is
included in general and administrative expenses.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership, the general partner is entitled to receive a Partnership management
fee  equal  to  10%  of the  Partnership's  adjusted  cash  from  operations  as
distributed.  No fees were  earned  during  the six months  ended June 30,  2003
because there were no distributions from operations.  Approximately  $186,000 in
Partnership  management fees were paid during the six months ended June 30, 2002
in connection with operating distributions paid in 2002.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  During the six months  ended June 30, 2003,  the Managing  General
Partner  exceeded this credit limit and advanced the  Partnership  approximately
$2,101,000.  This  advance  was used to repay the  second  mortgage  encumbering
McMillan  Place  Apartments,  which  was part of the loan  extension  agreement.
Interest  on the credit  line is  charged  at the prime  rate plus 2%.  Interest
expense was approximately  $33,000 during the six months ended June 30, 2003. No
advances were received in 2002.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing  General  Partner.  During the six months ended June 30, 2003 and 2002,
the Partnership was charged by AIMCO and its affiliates  approximately  $217,000
and $263,000,  respectively,  for insurance  coverage and fees  associated  with
policy claims administration.

Note C - Mortgage Note Payable on McMillan Place Apartments

The first and second  mortgage  loans for McMillan Place  Apartments  matured in
October 2002 and were in default at December 31,  2002.  On March 25, 2003,  the
Managing  General  Partner and the lender agreed to an eleven month extension of
the terms of the first mortgage.  As part of the agreement,  an affiliate of the
Managing General Partner advanced approximately $2,101,000 to the Partnership to
repay the second mortgage loan.  Pursuant to the agreement,  the stated interest
rate is 6.5%  from  the  previous  maturity  date and the loan  will  mature  on
September  30, 2003.  The Managing  General  Partner is currently  marketing the
property for sale.

The mortgage  encumbering McMillan Place Apartments requires an annual cash flow
payment based on a calculation of excess cash generated by the property.  During
the six  months  ended  June 30,  2003,  the  Partnership  paid  excess  cash of
approximately  $839,000 to the mortgage lender.  This amount was applied against
the outstanding principal balance of the mortgage.

Note D - Refinancing of Mortgage Notes Payable

On June 25, 2003 the  Partnership  refinanced the mortgage  encumbering  Vinings
Peak Apartments.  The refinancing replaced the previous mortgage indebtedness of
approximately  $7,785,000  with a new mortgage of  $8,470,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $53,000 are due on the first day of each month. A balloon payment
of approximately $3,044,000 is due in July 2013. At the closing, a repair escrow
of $334,000  was  established  and is being held by the mortgage  lender.  After
payment of closing costs of approximately  $174,000,  which were capitalized and
included in other assets on the consolidated  balance sheet,  and interest,  the
Partnership received net proceeds of approximately $96,000.

On June 25, 2003 the Partnership  refinanced the mortgage  encumbering Wood Lake
Apartments.  The  refinancing  replaced the previous  mortgage  indebtedness  of
approximately  $6,703,000  with a new mortgage of  $7,500,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $47,000 are due on the first day of each month. A balloon payment
of approximately $2,696,000 is due in July 2013. At the closing, a repair escrow
of $294,000  was  established  and is being held by the mortgage  lender.  After
payment of closing costs of approximately  $157,000,  which were capitalized and
included in other assets on the consolidated  balance sheet,  and interest,  the
Partnership received net proceeds of approximately $377,000.

On June 25, 2003 the Partnership  refinanced the mortgage encumbering Plantation
Crossing Apartments. The refinancing replaced the previous mortgage indebtedness
of approximately $4,541,000 with a new mortgage of $4,480,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $28,000 are due on the first day of each month. A balloon payment
of approximately $2,743,000 is due in July 2013. At the closing, a repair escrow
of $145,000  was  established  and is being held by the mortgage  lender.  After
payment of closing costs of approximately  $103,000,  which were capitalized and
included in other assets on the consolidated  balance sheet,  and interest,  the
Partnership had a shortfall of  approximately  $330,000 which was covered by the
net proceeds received from the Wood Lake refinancing discussed above.

Note E - Casualty Gain

In May  2001,  one of the  Partnership's  investment  properties,  Vinings  Peak
Apartments,  incurred damages to ten units as a result of a fire. As a result of
the damage, approximately $369,000 of fixed assets and approximately $222,000 of
accumulated  depreciation  were  written  off  resulting  in a net  write off of
approximately $147,000. The property received approximately $461,000 in proceeds
from  the  insurance  company  to  repair  the  damaged  units  during  2002 and
recognized  a  casualty  gain  of  approximately  $314,000  as a  result  of the
difference between the proceeds received and the net book value of the buildings
which were damaged.  During the six months ended June 30, 2003, the  Partnership
received additional proceeds of approximately  $171,000 which were recognized as
a casualty gain because the damaged assets had been fully written off in 2002.

Note F - 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.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint, which were heard February 1999.

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

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.  Plaintiffs in the Nuanes action filed a motion to consolidate  the
Heller action with the Nuanes action and stated that the Heller action was filed
in order to preserve the derivative  claims that were dismissed without leave to
amend in the Nuanes action by the Court order dated July 10, 2001. On October 5,
2001, the Managing General Partner and affiliated defendants moved to strike the
first amended  complaint in its entirety for violating the Court's July 10, 2001
order  granting in part and denying in part  defendants'  demurrer in the Nuanes
action, or  alternatively,  to strike certain portions of the complaint based on
the  statute of  limitations.  Other  defendants  in the action  demurred to the
fourth amended complaint, and, alternatively,  moved to strike the complaint. On
December 11, 2001,  the court heard argument on the motions and took the matters
under  submission.  On February 4, 2002,  the Court  served  notice of its order
granting defendants' motion to strike the Heller complaint as a violation of its
July 10, 2001 order in the Nuanes  action.  On March 27,  2002,  the  plaintiffs
filed a notice  appealing the order  striking the complaint.  Before  completing
briefing on the appeal, the parties stayed further  proceedings in the appeal in
light of a settlement.

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

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

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

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

ITEM 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  properties consist of eight apartment  complexes.
The following  table sets forth the average  occupancy of the properties for the
six months ended June 30, 2003 and 2002:

                                                   Average Occupancy
      Property                                      2003       2002

      Sunrunner Apartments                          94%        94%
         St. Petersburg, Florida
      Misty Woods Apartments                        89%        89%
         Charlotte, North Carolina
      McMillan Place Apartments (1)                 88%        94%
         Dallas, Texas
      Vinings Peak Apartments                       91%        89%
         Atlanta, Georgia
      Wood Lake Apartments (2)                      94%        87%
         Atlanta, Georgia
      Plantation Crossing (2)                       91%        86%
         Atlanta, Georgia
      Greenspoint Apartments (1)                    88%        96%
         Phoenix, Arizona
      Sandspoint Apartments (1)                     78%        92%
         Phoenix, Arizona

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

   (2)      The Managing General Partner attributes the increase in occupancy at
            Plantation  Crossing and Wood Lake Apartments to increased marketing
            efforts by property management in the local market.

Results of Operations

The  Partnership  realized a net loss of  approximately  $140,000 and  $634,000,
respectively,  for the three and six months  ended June 30,  2003 as compared to
net income of approximately  $268,000 and $879,000 for the corresponding periods
in 2002.  The  decrease  in net income for both  periods  is  attributable  to a
decrease in total  revenues and an increase in total  expenses.  The decrease in
total  revenues is due to a decrease in rental  income  partially  offset by the
recognition  of a casualty gain and an increase in other  income.  Rental income
decreased due to a decrease in average  occupancy at three of the  Partnership's
properties,  a decrease in the average rental rate at seven of the Partnership's
properties  and an increase in rental  concessions  at six of the  Partnership's
properties.  Other income increased due to an increase in late charges and lease
cancellation fees at most of the Partnership's properties.

In May  2001,  one of the  Partnership's  investment  properties,  Vinings  Peak
Apartments,  incurred damages to ten units as a result of a fire. As a result of
the damage, approximately $369,000 of fixed assets and approximately $222,000 of
accumulated  depreciation  were  written  off  resulting  in a net  write off of
approximately $147,000. The property received approximately $461,000 in proceeds
from  the  insurance  company  to  repair  the  damaged  units  during  2002 and
recognized  a  casualty  gain  of  approximately  $314,000  as a  result  of the
difference between the proceeds received and the net book value of the buildings
which were damaged.  During the six months ended June 30, 2003, the  Partnership
received additional proceeds of approximately  $171,000 which were recognized as
a casualty gain because the damaged assets had been fully written off in 2002.

Total  expenses  increased  for the three  months  ended June 30, 2003 due to an
increase in operating expense. Total expenses increased for the six months ended
June 30, 2003 due to  increases in operating  and interest  expenses.  Operating
expense  increased for both periods due to increases in  advertising,  property,
and maintenance  expenses.  Advertising  expense increased due to an increase in
web  advertising  and  periodicals   primarily  at  Sandspoint  and  Greenspoint
Apartments.  Property expense  increased due to increases in payroll and related
benefits at most of the Partnership's properties.  Maintenance expense increased
due to an increase in contract  labor at Plantation  Crossing,  Sandspoint,  and
Greenspoint  Apartments.  Interest expense  increased due to the higher interest
rate on the extension of the mortgage at McMillan Place Apartments.

Included  in general and  administrative  expense at both June 30, 2003 and 2002
are management  reimbursements to the Managing General Partner allowed under the
Partnership  Agreement.  In addition,  costs  associated  with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit required by the Partnership Agreement are also included.

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

Liquidity and Capital Resources

At June 30, 2003, the Partnership had cash and cash equivalents of approximately
$1,248,000  compared to  approximately  $1,234,000 at June 30, 2002. For the six
months ended June 30, 2003, cash and cash  equivalents  decreased  approximately
$777,000  due to  approximately  $998,000 and $284,000 of cash used in investing
and financing activities, respectively, offset by approximately $505,000 of cash
provided  by  operating  activities.  Net  cash  used  in  investing  activities
consisted  of  property  improvements  and  replacements  and  net  deposits  to
restricted  escrows  maintained  by the mortgage  lenders,  partially  offset by
insurance proceeds received.  Net cash used in financing activities consisted of
the repayment of the second mortgage encumbering McMillan Place Apartments,  the
repayment of the mortgages  encumbering  Plantation Crossing,  Vinings Peak, and
Wood Lake  Apartments,  loan costs associated with the refinancing of Plantation
Crossing,  Vinings Peak, and Wood Lake Apartments and principal  payments on the
mortgages encumbering the Partnership's investment properties,  partially offset
by the refinancing proceeds received for Plantation Crossing,  Vinings Peak, and
Wood Lake  Apartments  and advances  from an  affiliate of the Managing  General
Partner.

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 investment  properties to adequately  maintain the
physical  assets and other operating needs of the Partnership and to comply with
Federal,  state,  and local  legal and  regulatory  requirements.  The  Managing
General  Partner  monitors  developments  in the  area of legal  and  regulatory
compliance and is studying new federal laws, including the Sarbanes-Oxley Act of
2002. The Sarbanes-Oxley Act of 2002 mandates or suggests additional  compliance
measures with regard to governance,  disclosure, audit and other areas. In light
of these changes,  the  Partnership  expects that it will incur higher  expenses
related  to  compliance,  including  increased  legal  and audit  fees.  Capital
improvements planned for the Partnership's properties are detailed below.

Sunrunner Apartments

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately   $34,000  of  capital   improvements  at  Sunrunner   Apartments,
consisting primarily of structural enhancements and floor covering replacements.
These  improvements  were  funded  from  operating  cash flow.  The  Partnership
evaluates  the capital  improvement  needs of the  property  during the year and
currently  expects to complete  an  additional  $37,000 in capital  improvements
during the remainder of 2003. The additional  capital  improvements will consist
primarily of parking lot improvements and appliance, air conditioning, and floor
covering  replacements.  Additional  capital  improvements may be considered and
will depend on the physical condition of the property as well as the anticipated
cash flow generated by the property.

Misty Woods Apartments

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately  $30,000  of  capital  improvements  at  Misty  Woods  Apartments,
consisting  primarily of electrical  upgrades and floor  covering  replacements.
These  improvements  were  funded  from  operating  cash  flow  and  replacement
reserves.  The  Partnership  evaluates  the  capital  improvement  needs  of the
property during the year and currently expects to complete an additional $48,000
in capital  improvements  during the remainder of 2003. The  additional  capital
improvements  will consist primarily of floor covering,  air  conditioning,  and
appliance replacements and pool upgrades. Additional capital improvements may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and the anticipated cash flow generated by the property.

McMillan Place Apartments

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately  $106,000 of capital  improvements  at McMillan Place  Apartments,
consisting  primarily of structural  enhancements,  plumbing  fixtures and floor
covering replacements.  These improvements were funded from operating cash flow.
The Partnership  evaluates the capital  improvement needs of the property during
the year and  currently  expects to  complete an  additional  $34,000 in capital
improvements  during the remainder of 2003. The additional capital  improvements
will  consist  primarily  of  structural  improvements,  perimeter  fencing  and
appliance and floor covering  replacements.  Additional capital improvements may
be considered and will depend on the physical  condition of the property as well
as the anticipated cash flow generated by the property.

Vinings Peak Apartments

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately  $100,000  of capital  improvements  at Vinings  Peak  Apartments,
consisting primarily of plumbing upgrades and fixtures, structural enhancements,
and  floor  covering   replacements.   The  Partnership  evaluates  the  capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $17,000 in capital  improvements  during the remainder of
2003.  The  additional  capital  improvements  will  consist  primarily of floor
covering and appliance  replacements.  Additional  capital  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and the anticipated cash flow generated by the property.

Wood Lake Apartments

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately   $91,000  of  capital   improvements  at  Wood  Lake  Apartments,
consisting primarily of floor covering  replacements,  wall coverings,  plumbing
fixtures, major landscaping,  and maintenance equipment. These improvements were
funded  from  operating  cash  flow.  The  Partnership   evaluates  the  capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $15,000 in capital  improvements  during the remainder of
2003. The additional  capital  improvements  will consist primarily of flooring,
cabinet,  counter  top,  appliance  and HVAC  replacements.  Additional  capital
improvements may be considered and will depend on the physical  condition of the
property as well as replacement reserves and the anticipated cash flow generated
by the property.

Plantation Crossing Apartments

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately $54,000 of capital improvements at Plantation Crossing Apartments,
consisting  primarily  of  floor  covering  and  appliance  replacements.  These
improvements were funded from operating cash flow. The Partnership evaluates the
capital  improvement needs of the property during the year and currently expects
to complete an additional $15,000 in capital  improvements  during the remainder
of 2003. The additional capital improvements will consist primarily of flooring,
appliance  and  HVAC  replacements.   Additional  capital  improvements  may  be
considered and will depend on the physical  condition of the property as well as
replacement reserves and the anticipated cash flow generated by the property.

Greenspoint Apartments

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately  $87,000  of  capital  improvements  at  Greenspoint   Apartments,
consisting  primarily  of  parking  area  improvements,   floor  covering,   air
conditioning  unit and appliance  replacements.  These  improvements were funded
from  operating  cash flow. The  Partnership  evaluates the capital  improvement
needs of the  property  during the year and  currently  expects to  complete  an
additional  $32,000 in capital  improvements  during the remainder of 2003.  The
additional  capital  improvements will consist  primarily of land  improvements,
parking lot  enhancements,  appliance,  floor covering and HVAC replacements and
plumbing and electrical  enhancements.  Additional  capital  improvements may be
considered and will depend on the physical  condition of the property as well as
the anticipated cash flow generated by the property.

Sands Point Apartments

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately  $158,000  of  capital  improvements  at Sands  Point  Apartments,
consisting primarily of plumbing fixtures and enhancements, structural upgrades,
parking area  upgrades,  and floor  covering  and  appliance  replacements.  The
Partnership  evaluates the capital  improvement needs of the property during the
year and  currently  expects  to  complete  an  additional  $65,000  in  capital
improvements  during the remainder of 2003. The additional capital  improvements
will  consist  primarily of roof  replacements,  structural  enhancements,  land
improvements,  plumbing and electrical enhancements, and floor covering and HVAC
replacements.  Additional capital improvements may be considered and will depend
on the physical  condition of the property as well as the anticipated  cash flow
generated by the property.

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

The first and second  mortgage  loans for McMillan Place  Apartments  matured in
October 2002 and were in default at December 31,  2002.  On March 25, 2003,  the
Managing  General  Partner and the lender agreed to an eleven month extension of
the terms of the first mortgage.  As part of the agreement,  an affiliate of the
Managing General Partner advanced approximately $2,101,000 to the Partnership to
repay the second mortgage loan.  Pursuant to the agreement,  the stated interest
rate is 6.5%  from  the  previous  maturity  date and the loan  will  mature  on
September  30, 2003.  The Managing  General  Partner is currently  marketing the
property for sale.

The mortgage  encumbering McMillan Place Apartments requires an annual cash flow
payment based on a calculation of excess cash generated by the property.  During
the six  months  ended  June 30,  2003,  the  Partnership  paid  excess  cash of
approximately  $839,000 to the mortgage lender.  This amount was applied against
the outstanding principal balance of the mortgage.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  During the six months  ended June 30, 2003,  the Managing  General
Partner  exceeded this credit limit and advanced the  Partnership  approximately
$2,101,000.  This  advance  was used to repay the  second  mortgage  encumbering
McMillan  Place  Apartments,  which  was part of the loan  extension  agreement.
Interest  on the credit  line is  charged  at the prime  rate plus 2%.  Interest
expense was approximately  $33,000 during the six months ended June 30, 2003. No
advances were received in 2002.

On June 25, 2003 the  Partnership  refinanced the mortgage  encumbering  Vinings
Peak Apartments.  The refinancing replaced the previous mortgage indebtedness of
approximately  $7,785,000  with a new mortgage of  $8,470,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $53,000 are due on the first day of each month. A balloon payment
of approximately $3,044,000 is due in July 2013. At the closing, a repair escrow
of $334,000  was  established  and is being held by the mortgage  lender.  After
closing costs of approximately $161,000,  which were capitalized and included in
other assets on the  consolidated  balance sheet,  the Partnership  received net
proceeds of approximately $96,000.

On June 25, 2003 the  Partnership  refinanced the mortgage  encumbering for Wood
Lake Apartments.  The refinancing replaced the previous mortgage indebtedness of
approximately  $6,703,000  with a new mortgage of  $7,500,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $47,000 are due on the first day of each month. A balloon payment
of approximately $2,696,000 is due in July 2013. At the closing, a repair escrow
of $294,000  was  established  and is being held by the mortgage  lender.  After
closing costs of approximately $144,000,  which were capitalized and included in
other assets on the  consolidated  balance sheet,  the Partnership  received net
proceeds of approximately $868,000.

On June  25,  2003 the  Partnership  refinanced  the  mortgage  encumbering  for
Plantation Crossing  Apartments.  The refinancing replaced the previous mortgage
indebtedness of approximately $4,541,000 with a new mortgage of $4,480,000.  The
mortgage was  refinanced at a rate of 4.41% compared to the prior rate of 7.50%.
Payments of  approximately  $28,000  are due on the first day of each  month.  A
balloon payment of approximately $2,743,000 is due in July 2013. At the closing,
a repair  escrow of $145,000 was  established  and is being held by the mortgage
lender. After closing costs of approximately $91,000, which were capitalized and
included in other assets on the consolidated  balance sheet, the Partnership had
a shortfall  of  approximately  $821,000  which was covered by the net  proceeds
received from the Wood Lake refinancing discussed above.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness of approximately $56,437,000 is amortized over varying periods with
required  balloon  payments due between  September 2003 and September  2021. The
Managing General Partner will attempt to refinance such indebtedness and/or sell
the  properties  prior to such  maturity  dates.  If the  properties  cannot  be
refinanced or sold for a sufficient  amount,  the  Partnership  will risk losing
such properties through foreclosure.

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

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2003 and 2002 (in thousands except per unit data):
<TABLE>
<CAPTION>

                        Six Months       Per Limited      Six Months      Per Limited
                          Ended          Partnership         Ended        Partnership
                      June 30, 2003         Unit         June 30, 2002        Unit

<S>                        <C>              <C>             <C>              <C>
Operations                 $ --             $ --            $1,861           $18.38
</TABLE>

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

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 52,098.66 limited partnership units
(the "Units") in the Partnership representing 58.35% of the outstanding Units at
June 30, 2003. A number of these Units were  acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will acquire  additional Units in exchange for cash or a combination of cash and
units in the operating  partnership of AIMCO either through private purchases or
tender offers.  Pursuant to the  Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters that include,  but are not limited to,  voting on certain  amendments to
the Partnership  Agreement and voting to remove the Managing General Partner. As
a result of its  ownership  of 58.35% of the  outstanding  Units,  AIMCO and its
affiliates are in a position to influence all such voting decisions with respect
to the  Partnership.  However,  with respect to the 25,228.66  Units acquired on
January 19, 1996, Insignia Properties, LP ("IPLP"), an affiliate of the Managing
General  Partner  and of AIMCO,  agreed  to vote such  Units:  (i)  against  any
increase  in  compensation  payable to the  Managing  General  Partner or to its
affiliates;  and (ii) on all other matters submitted by it or its affiliates, in
proportion  to the  vote  cast  by  third  party  unitholders.  Except  for  the
foregoing,  no other  limitations  are  imposed on IPLP's,  AIMCO's or any other
affiliates' right to vote each Unit held.  Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

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

The investment  properties are recorded at cost, less accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying amount of the 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
properties.

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

Revenue Recognition

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



<PAGE>


                           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.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint, which were heard February 1999.

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

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.  Plaintiffs in the Nuanes action filed a motion to consolidate  the
Heller action with the Nuanes action and stated that the Heller action was filed
in order to preserve the derivative  claims that were dismissed without leave to
amend in the Nuanes action by the Court order dated July 10, 2001. On October 5,
2001, the Managing General Partner and affiliated defendants moved to strike the
first amended  complaint in its entirety for violating the Court's July 10, 2001
order  granting in part and denying in part  defendants'  demurrer in the Nuanes
action, or  alternatively,  to strike certain portions of the complaint based on
the  statute of  limitations.  Other  defendants  in the action  demurred to the
fourth amended complaint, and, alternatively,  moved to strike the complaint. On
December 11, 2001,  the court heard argument on the motions and took the matters
under  submission.  On February 4, 2002,  the Court  served  notice of its order
granting defendants' motion to strike the Heller complaint as a violation of its
July 10, 2001 order in the Nuanes  action.  On March 27,  2002,  the  plaintiffs
filed a notice  appealing the order  striking the complaint.  Before  completing
briefing on the appeal, the parties stayed further  proceedings in the appeal in
light of a settlement.

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

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

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


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

                  Exhibit 3, Agreement of Limited  Partnership,  incorporated by
                  reference to Exhibit A to the  Prospectus  of the  Partnership
                  dated  September 20, 1983, as amended on June 13, 1989, and as
                  thereafter   supplemented,   contained  in  the   Registrant's
                  Registration Statement on Form S-11 (Reg. No. 2-79007).

                  Exhibit 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.

                  Exhibit 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.

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

            b) Reports on Form 8-K:

                  None filed during the quarter ended June 30, 2003.



<PAGE>


                                   SIGNATURES



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



                                    CENTURY PROPERTIES FUND XIX


                                    By:   FOX PARTNERS II
                                          Its General Partner


                                    By:   FOX CAPITAL MANAGEMENT CORPORATION
                                          Its Managing General Partner


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


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


                                    Date: August 13, 2003



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  August 13, 2003

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  August 13, 2003

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


<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 XIX (the  "Partnership"),  for the quarterly  period ended June 30, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Patrick J. Foye, as the equivalent of the chief executive officer of
the Partnership, and Paul J. McAuliffe, as the equivalent of the chief financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

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

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


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  August 13, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 13, 2003


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.