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 September 30, 2005


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


             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)



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 ___

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes __ No X_

<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS



                           CENTURY PROPERTIES FUND XIX

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


                               September 30, 2005
<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 1,683
   Receivables and deposits                                                     537
   Restricted escrows                                                         1,288
   Other assets                                                               1,581
   Assets held for sale (Note A)                                              3,744
   Investment properties:
      Land                                                    $ 8,774
      Buildings and related personal property                  76,728
                                                               85,502
      Less accumulated depreciation                           (51,558)       33,944
                                                                           $ 42,777
Liabilities and Partners' (Deficiency) Capital
Liabilities
   Accounts payable                                                          $ 593
   Tenant security deposits payable                                             243
   Accrued property taxes                                                       402
   Other liabilities                                                            601
   Mortgage notes payable                                                    45,108
   Liabilities related to assets held for sale (Note A)                       4,927

Partners' (Deficiency) Capital
   General partner                                            $(10,073)
   Limited partners (89,292 units issued and
      outstanding)                                                976        (9,097)
                                                                           $ 42,777

         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               Nine Months
                                        Ended September 30,        Ended September 30,
                                         2005         2004          2005          2004

Revenues:
<S>                                    <C>           <C>           <C>          <C>
  Rental income                        $ 2,774       $ 2,583       $ 8,113      $ 7,537
  Other income                             369           366           985        1,094
  Casualty gain (Note C)                    --            --            26           --
       Total revenues                    3,143         2,949         9,124        8,631

Expenses:
  Operating                              1,600         1,490         4,556        4,089
  General and administrative               107            94           329          332
  Depreciation                             744           734         2,223        2,188
  Interest                                 601           678         1,940        2,034
  Property tax                             220           225           714          714
       Total expenses                    3,272         3,221         9,762        9,357

Loss from continuing operations           (129)         (272)         (638)        (726)
Loss from discontinued
  operations (Note A)                      (50)          (51)           (6)        (149)
Net loss                                $ (179)      $ (323)       $ (644)       $ (875)

Net loss allocated to general
  partner                               $ (21)        $ (39)        $ (76)       $ (104)
Net loss allocated to limited
  partners                                (158)         (284)         (568)        (771)
                                        $ (179)      $ (323)       $ (644)       $ (875)
Per limited partnership unit:
  Loss from continuing
    operations                         $ (1.28)      $ (2.68)      $ (6.31)     $ (7.16)
  Loss from discontinued
    operations                           (0.49)        (0.50)        (0.05)       (1.47)
                                       $ (1.77)      $ (3.18)      $ (6.36)     $ (8.63)

Distributions per limited
  partnership unit                       $ --         $ --          $ --         $ 5.92

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>

                           CENTURY PROPERTIES FUND XIX

     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         89,292        $ --       $89,292      $ 89,292

Partners' (deficiency) capital
   at December 31, 2004               89,292       $ (9,997)    $ 1,544      $ (8,453)

Net loss for the nine months
   ended September 30, 2005               --            (76)       (568)         (644)

Partners' (deficiency) capital
   at September 30, 2005              89,292       $(10,073)     $ 976       $ (9,097)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                           CENTURY PROPERTIES FUND XIX

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

                                                                   Nine Months Ended
                                                                     September 30,
                                                                       2005     2004
Cash flows from operating activities:
<S>                                                                <C>         <C>
  Net loss                                                         $ (644)     $ (875)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
     Depreciation                                                    2,223       2,453
     Amortization of loan costs                                        103          81
     Casualty gain                                                     (26)         --
     Change in accounts:
      Receivables and deposits                                        (209)       (122)
      Other assets                                                    (232)       (183)
      Accounts payable                                                 (60)       (202)
      Tenant security deposits payable                                  11         (19)
      Accrued property taxes                                           208         203
      Due to affiliates                                                (75)          6
      Due to former affiliate                                           --        (376)
      Other liabilities                                                 63         (16)
         Net cash provided by operating activities                   1,362         950

Cash flows from investing activities:
  Property improvements and replacements                            (3,044)     (1,029)
  Net insurance proceeds received                                       33          --
  Net deposits to restricted escrows                                  (428)        (58)
         Net cash used in investing activities                      (3,439)     (1,087)

Cash flows from financing activities:
  Payment on mortgage notes payable                                   (876)       (877)
  Repayment of mortgage notes payable                              (16,836)         --
  Proceeds from mortgage notes payable                              22,000          --
  Distributions to partners                                             --        (600)
  Advances received from affiliate                                     622         656
  Repayment of advances from affiliate                              (1,409)         --
  Loan costs paid                                                     (265)         --
         Net cash provided by (used in) financing activities         3,236        (821)

Net increase (decrease) in cash and cash equivalents                 1,159        (958)
Cash and cash equivalents at beginning of period                       524       1,250
Cash and cash equivalents at end of period                        $ 1,683       $ 292

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 2,065      $ 2,278
Supplemental disclosure of non-cash flow information:
  Property improvements and replacements in accounts
    payable                                                        $ 485        $ 69

At December 31,  2004,  accounts  payable  included  approximately  $110,000 for
property   improvements  and  replacements,   which  are  included  in  property
improvements and replacements for the nine months ended September 30, 2005.

         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 nine month periods ended September 30, 2005
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal year ending  December 31,  2005.  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, 2004.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
the  consolidated  statements of operations  for the three and nine months ended
September 30, 2005 and 2004 reflect the operations of Misty Woods  Apartments as
loss from discontinued operations due to the sale of the property on October 26,
2005.  Included in loss from  discontinued  operations for the nine months ended
September   30,  2005  and  2004,  is   approximately   $995,000  and  $959,000,
respectively,  of revenue generated by the property.  The assets and liabilities
of Misty  Woods  Apartments  are  shown  as held  for  sale on the  accompanying
consolidated balance sheet (also see Note F).

Note B - Transactions with Affiliated Parties

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

Affiliates of the Managing General Partner 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
$492,000 and $471,000  for the nine months  ended  September  30, 2005 and 2004,
respectively, which is included in operating expenses and loss from discontinued
operations.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $166,000 and
$135,000 for the nine months ended  September  30, 2005 and 2004,  respectively,
which is included in general and administrative expenses.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership,  the Managing  General Partner is entitled to receive a Partnership
management fee equal to 10% of the  Partnership's  adjusted cash from operations
as distributed.  During the nine months ended September 30, 2004,  approximately
$60,000  was  paid  to  the  Managing   General   Partner  and  is  included  in
distributions to the Managing General Partner. No fee was earned during the nine
months  ended  September  30,  2005  because  there were no  distributions  from
operations.

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.  This credit limit was exceeded by the  Managing  General  Partner.
During the nine months ended  September  30, 2005 and 2004,  an affiliate of the
Managing  General Partner  advanced the Partnership  approximately  $622,000 and
$656,000,  respectively,  to pay property taxes and  redevelopment and operating
expenses at several of the Partnership's properties. Interest on the credit line
is charged at the prime rate plus 2% or 8.75% at September  30,  2005.  Interest
expense was approximately $34,000 and $6,000 for the nine months ended September
30, 2005 and 2004,  respectively.  During the nine months  ended  September  30,
2005, the Partnership repaid approximately  $1,459,000 in principal and interest
with the refinancing proceeds from Greenspoint  Apartments (Note D). There is no
balance due at September 30, 2005.

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,  general
liability 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 nine months ended
September  30,  2005 and 2004,  the  Partnership  was  charged  by AIMCO and its
affiliates  approximately  $198,000 and  $191,000,  respectively,  for insurance
coverage and fees associated with policy claims administration.

Note C - Casualties

In December 2004, one of the Partnership's  investment properties,  Vinings Peak
Apartments,  incurred damages as a result of a fire. As a result of the damages,
approximately  $23,000 of fixed assets and approximately  $16,000 of accumulated
depreciation  were written off during the nine months ended  September 30, 2005.
The  property  received  approximately  $33,000 in proceeds  from the  insurance
company  to  repair  the  damaged  units  and  recognized  a  casualty  gain  of
approximately  $26,000  as a  result  of the  difference  between  the  proceeds
received and the net book value of the buildings which were damaged.

In 2004,  Sunrunner  Apartments  experienced  damage from Hurricanes Frances and
Jeanne.  The Partnership  estimated the total damage costs from Hurricane Jeanne
was  approximately  $131,000,  which the  Partnership  expected to be  partially
covered by  insurance  proceeds.  During  2004,  the  Partnership  recognized  a
casualty loss of approximately $8,000 related to damages from Hurricane Frances.
During the nine months ended  September 30, 2005,  the  Partnership  revised the
estimated damages to the building and as a result, reversed the write off of net
assets and  associated  casualty loss.  The income of  approximately  $20,000 is
included in operating expense.

Note D - Refinancing of Mortgage Note Payable

On May 17, 2005 the Partnership refinanced the mortgage encumbering  Greenspoint
Apartments.  The  refinancing  replaced the previous  mortgage  indebtedness  of
approximately  $7,977,000 with a new mortgage of  $11,000,000.  The mortgage was
refinanced at a rate of 5.31%  compared to the prior rate of 8.33%.  Payments of
approximately  $66,000  are due on the first  day of each  month.  The  mortgage
matures on June 1, 2030,  at which time it is scheduled  to be fully  amortized.
The lender can  exercise a call option on the  mortgage on May 1, 2012 and every
fifth anniversary  thereafter.  The Partnership paid loan costs of approximately
$125,000, which were capitalized and included in other assets.

On May 27, 2005 the Partnership  refinanced the mortgage encumbering  Sandspoint
Apartments.  The  refinancing  replaced the previous  mortgage  indebtedness  of
approximately  $8,859,000 with a new mortgage of  $11,000,000.  The new mortgage
has a rate  equal  to the  one-month  LIBOR  plus 145  basis  points  (5.31%  at
September 30, 2005) compared to the prior rate of 8.33%.  The mortgage  requires
interest only payments until the loan matures on June 1, 2007.  The  Partnership
has the option to extend the maturity  date of the  mortgage for two  additional
six-month terms. In addition,  the loan requires monthly escrow deposits and the
Partnership was required to establish a repair escrow of approximately  $370,000
at the closing. The Partnership paid loan costs of approximately $140,000, which
were capitalized and included in other assets.

Note E - 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  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  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 28, 2002, the trial court granted  defendants
motion to strike the complaint. Plaintiffs took an appeal from this order.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes  action and the Heller  action.  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 (the "Appeal")  seeking to vacate and/or reverse the order  approving the
settlement and entering judgment  thereto.  On May 4, 2004, the Objector filed a
second appeal  challenging  the court's use of a referee and its order requiring
Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  With respect to the related Heller appeal,  on
July 28, 2005,  the Court of Appeals  reversed the trial court's order  striking
the first amended complaint.

On August 18, 2005,  Objector and his counsel filed a motion to  disqualify  the
trial court based on a peremptory challenge and filed a motion to disqualify for
cause on October 17, 2005. On or about October 13, 2005 Objector  filed a motion
to  intervene  and on or about  October  19,  2005  filed  both a motion to take
discovery  relating to the adequacy of plaintiffs as derivative  representatives
and a motion to dissolve the anti-suit injunction in connection with settlement.
On October 27, 2005, the Court denied Objector's peremptory challenge and struck
Objector's motion to disqualify for cause. No hearing has been set on Objector's
remaining motions. On November 3, 2005, Objector and his counsel filed a writ of
mandate to the Court of Appeals challenging the court's October 27, 2005 order.

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.

AIMCO  Properties  L.P.  and NHP  Management  Company,  both  affiliates  of the
Managing  General  Partner,  are  defendants  in a  lawsuit  alleging  that they
willfully  violated  the Fair Labor  Standards  Act  ("FLSA")  by failing to pay
maintenance  workers  overtime for all hours worked in excess of forty per week.
The  complaint,  filed in the United States  District  Court for the District of
Columbia,  attempts  to bring 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.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. In June 2005 the Court conditionally  certified the collective action
on both the on-call and overtime issues,  which allows the plaintiffs to provide
notice of the  collective  action to all  non-exempt  maintenance  workers  from
August 7, 2000 through the present. Those employees will have the opportunity to
opt-in to the collective action,  and AIMCO Properties,  L.P. and NHP Management
Company will have the  opportunity to move to decertify the  collective  action.
Because the court denied  plaintiffs'  motion to certify  state  subclasses,  on
September  26,  2005,  the  plaintiffs  filed  a  class  action  with  the  same
allegations in the Superior Court of California (Contra Costa County).  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
consolidated  financial  condition  or results  of  operations.  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.

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

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions  brought by government  agencies,  and  potential  fines or
penalties  imposed by such  agencies in  connection  therewith,  the presence of
hazardous  substances on a property could result in claims by private plaintiffs
for personal injury, disease, disability or other infirmities. Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In connection  with the ownership,  operation and management of its  properties,
the Partnership  could  potentially be liable for  environmental  liabilities or
costs associated with its properties.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold exposure. Affiliates of the Managing General Partner have
implemented a national  policy and  procedures to prevent or eliminate mold from
its properties  and the Managing  General  Partner  believes that these measures
will  minimize  the  effects  that mold could have on  residents.  To date,  the
Partnership  has not  incurred  any material  costs or  liabilities  relating to
claims of mold exposure or to abate mold  conditions.  Because the law regarding
mold is unsettled and subject to change the Managing General Partner can make no
assurance  that  liabilities  resulting from the presence of or exposure to mold
will  not have a  material  adverse  effect  on the  Partnership's  consolidated
financial condition or results of operations.

SEC Investigation

The  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission (the "SEC")  continues its formal  investigation  relating to certain
matters.  Although  the staff of the SEC is not limited in the areas that it may
investigate,  AIMCO believes the areas of  investigation  have included  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts  payable,  rent  concessions,   vendor  rebates,
capitalization of payroll and certain other costs, tax credit transactions,  and
tender offers for limited  partnership  interests.  AIMCO is cooperating  fully.
AIMCO is not able to predict when the investigation will be resolved. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated  financial  condition  or results  of  operations.  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.

Note F - Subsequent Event

On October 26, 2005 the  Partnership  sold its  investment  property Misty Woods
Apartments to a third party for net proceeds of  approximately  $6,462,000 after
payment of closing costs. The Partnership used  approximately  $4,793,000 of the
net proceeds to repay the mortgage  encumbering  the property.  The  Partnership
realized a gain of  approximately  $2,705,000 as a result of the sale, which was
record in the fourth quarter of 2005. In addition,  the  Partnership  recorded a
loss on early  extinguishment  of debt of  approximately  $3,000  as a result of
unamortized loan costs being written off.


<PAGE>



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,  excluding one property held for sale,
consist of six apartment  complexes.  The following table sets forth the average
occupancy of the  properties  for the nine months ended  September  30, 2005 and
2004:

                                                       Average Occupancy
      Property                                         2005        2004

      Tamarind Bay Apartments (1)                       96%         93%
       (formerly known as Sunrunner Apartments)
         St. Petersburg, Florida
      Vinings Peak Apartments (1)                       94%         91%
         Atlanta, Georgia
      Plantation Crossing (2)                           93%         91%
         Atlanta, Georgia
      Wood Lake Apartments                              94%         93%
         Atlanta, Georgia
      Greenspoint Apartments (1)                        94%         83%
         Phoenix, Arizona
      Sandspoint Apartments (3)                         82%         88%
         Phoenix, Arizona

   (1)      The Managing General Partner attributes the increase in occupancy at
            Tamarind Bay, Vinings Peak, and Greenspoint  Apartments to favorable
            market   conditions  and  increased   marketing   efforts  by  local
            management.

   (2)      The Managing General Partner attributes the increase in occupancy at
            Plantation Crossing Apartments to apartment  renovations and special
            leasing promotions.

   (3)      The Managing General Partner attributes the decrease in occupancy at
            Sandspoint  Apartments to increased credit standards for prospective
            tenants.

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

Results of Operations

The Partnership's net loss was approximately $179,000 and $644,000 for the three
and nine months ended September 30, 2005, respectively,  compared to net loss of
approximately  $323,000 and $875,000 for the corresponding  periods in 2004. The
decrease in net loss for the three and nine months ended  September  30, 2005 is
due to an increase in total  revenues  and a decrease in loss from  discontinued
operations partially offset by an increase in total expenses.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
the  consolidated  statements of operations  for the three and nine months ended
September 30, 2005 and 2004 reflect the operations of Misty Woods  Apartments as
loss from discontinued operations due to the sale of the property on October 26,
2005.  Included in loss from  discontinued  operations for the nine months ended
September   30,  2005  and  2004,  is   approximately   $995,000  and  $959,000,
respectively,  of revenue generated by the property.  The assets and liabilities
of Misty  Woods  Apartments  are  shown  as held  for  sale on the  accompanying
consolidated balance sheet (also see Note F).

Excluding the  discontinued  operations,  the  Partnership  realized a loss from
continuing  operations of approximately  $129,000 and $638,000 for the three and
nine months  ended  September  30, 2005,  respectively,  compared to a loss from
continuing   operations   of   approximately   $272,000  and  $726,000  for  the
corresponding  periods in 2004. The decrease in loss from continuing  operations
for the three and nine months ended  September 30, 2005 is due to an increase in
total revenues  partially offset by an increase in total expenses.  The increase
in total  revenues  for the three  month  period is due to an increase in rental
income.  The  increase in total  revenues for the nine month period is due to an
increase  in rental  income and a casualty  gain  recognized  in 2005  partially
offset by a decrease in other income.  Rental income  increased due to increases
in  occupancy at five of the  investment  properties  and in the average  rental
rates at  Tamarind  Bay and  Sandspoint  Apartments  and a decrease  in bad debt
expense at all of the investment  properties  partially  offset by a decrease in
occupancy at Sandspoint  Apartments.  Other income decreased due to decreases in
lease  cancellation fees at five of the investment  properties,  in cleaning and
damage fees at  Greenspoint  and  Sandspoint  Apartments  and in late charges at
Sandspoint Apartments partially offset by an increase in utility  reimbursements
at three of the investment properties.

In December 2004, one of the Partnership's  investment properties,  Vinings Peak
Apartments,  incurred damages as a result of a fire. As a result of the damages,
approximately  $23,000 of fixed assets and approximately  $16,000 of accumulated
depreciation  were written off during the six months  ended June 30,  2005.  The
property received  approximately  $33,000 in proceeds from the insurance company
to repair the damaged  units and  recognized  a casualty  gain of  approximately
$26,000 as a result of the difference  between the proceeds received and the net
book value of the buildings which were damaged.

Total expenses  increased for the three and nine months ended September 30, 2005
due to an  increase  in  operating  expenses  partially  offset by a decrease in
interest expense. Operating expenses increased for both periods due to increases
in property,  administrative and maintenance expense. Property expense increased
due to  increases in payroll and related  benefits  and  utilities at all of the
Partnership's  investment properties.  Administrative  expenses increased due to
increased phone sales at all the Partnership's  properties,  resident  evictions
primarily  at  Sandspoint   Apartments   and  temporary  help  at  Vinings  Peak
Apartments,   Greenspoint  Apartments  and  Sandspoint  Apartments.  Maintenance
expense  increased due to increases in contract  labor and parts and supplies at
five  of  the  investment  properties.  Interest  expense  decreased  due to the
refinancings  of  Greenspoint  and  Sandspoint  Apartments  in May 2005 at lower
interest rates  partially  offset by an increase in interest on advances from an
affiliate of the Managing General Partner.

Included  in general  and  administrative  expenses  for the nine  months  ended
September  30,  2005 and  2004 are  management  reimbursements  to the  Managing
General  Partner as allowed under the  Partnership  Agreement.  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  September  30,  2005,  the  Partnership  had cash and  cash  equivalents  of
approximately  $1,683,000  compared to  approximately  $292,000 at September 30,
2004. For the nine months ended  September 30, 2005,  cash and cash  equivalents
increased  approximately  $1,159,000  due to  approximately  $1,362,000  of cash
provided by operating  activities and approximately  $3,236,000 of cash provided
by financing  activities  partially offset by  approximately  $3,439,000 of cash
used in investing activities. Cash provided by financing activities consisted of
proceeds from the  refinancing  of the  mortgages  encumbering  Greenspoint  and
Sandspoint  Apartments  and advances  received from an affiliate of the Managing
General Partner  partially  offset by repayment of advances from an affiliate of
the Managing General Partner, repayment of the mortgages encumbering Greenspoint
and  Sandspoint  Apartments,  loan  costs  paid and  payments  on the  mortgages
encumbering  the  investment  properties.  Cash  used  in  investing  activities
consisted  of  deposits to  restricted  escrows and  property  improvements  and
replacements  partially offset by insurance proceeds  received.  The Partnership
invests its working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. The Managing General Partner
monitors  developments  in the  area of legal  and  regulatory  compliance.  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.  Capital improvements planned for each of
the Partnership's properties are detailed below.

Wood Lake Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $513,000  of  capital  improvements  at the  property  consisting
primarily of structural  upgrades,  dumpster enclosures,  wall coverings,  major
landscaping,  and cabinet,  appliance  and floor  covering  replacements.  These
improvements were funded from operating cash flow and advances from an affiliate
of the Managing General Partner. The Partnership regularly evaluates the capital
improvement  needs  of the  property.  While  the  Partnership  has no  material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  expenditures will depend
on the physical  condition of the property as well as  replacement  reserves and
anticipated cash flow generated by the property.

Greenspoint Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $322,000  of  capital  improvements  at the  property  consisting
primarily of parking lot resurfacing,  sidewalks, and roof, appliance, and floor
covering  replacements.  These improvements were funded from operating cash flow
and advances from an affiliate of the Managing General Partner.  The Partnership
regularly  evaluates the capital  improvement  needs of the property.  While the
Partnership  has  no  material   commitments  for  property   improvements   and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as anticipated cash flow generated by the property.

Sandspoint Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $436,000  of  capital  improvements  at the  property  consisting
primarily of structural  upgrades,  fencing,  and roof,  balcony,  appliance and
floor covering replacements.  These improvements were funded from operating cash
flow. The Partnership  regularly  evaluates the capital improvement needs of the
property.  While  the  Partnership  has no  material  commitments  for  property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Vinings Peak Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $547,000  of  capital  improvements  at the  property  consisting
primarily  of  structural  upgrades,  interior  lighting,  door locks,  casualty
repairs, and appliance, plumbing fixture, and floor covering replacements. These
improvements were funded from operating cash flow, advances from an affiliate of
the Managing General Partner and insurance proceeds.  The Partnership  regularly
evaluates the capital  improvement needs of the property.  While the Partnership
has no material commitments for property improvements and replacements,  certain
routine  capital   expenditures  are  anticipated   during  2005.  Such  capital
expenditures  will depend on the  physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Plantation Crossing Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $422,000  of  capital  improvements  at the  property  consisting
primarily of major landscaping,  parking lot resurfacing,  structural  upgrades,
golf carts, recreation facilities,  and balcony,  cabinet, gutter, appliance and
floor covering replacements.  These improvements were funded from operating cash
flow and replacement  reserves.  The Partnership regularly evaluates the capital
improvement  needs  of the  property.  While  the  Partnership  has no  material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  expenditures will depend
on the physical  condition of the property as well as  replacement  reserves and
anticipated cash flow generated by the property.

Tamarind Bay Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $811,000  of capital  improvements  at  Tamarind  Bay  Apartments
arising from the  redevelopment  of the  property,  which  includes  capitalized
construction  period interest of  approximately  $7,000 and real estate taxes of
approximately  $1,000.  Additional capital improvements of approximately $17,000
were  completed  during the nine months  ended  September  30,  2005  consisting
primarily  of casualty  repairs,  air  conditioning  units,  and floor  covering
replacements.  These  improvements  were  funded  from  operating  cash flow and
insurance proceeds. The property is currently undergoing a redevelopment project
in order to become more  competitive with other properties in the area. Based on
current  redevelopment  plans,  the Managing  General  Partner  anticipates  the
redevelopment to be completed in 2006 at a total estimated cost of approximately
$2,583,000 of which approximately  $1,723,000 was budgeted for 2005. The project
is being  funded by  operations,  proceeds  from the mortgage  refinancings  and
advances from an affiliate of the Managing General  Partner.  In addition to the
redevelopment  project,  certain  routine capital  expenditures  are anticipated
during 2005. Such capital  expenditures will depend on the physical condition of
the property as well as anticipated cash flow generated by the property.

Misty Woods Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $351,000  of  capital  improvements  at the  property  consisting
primarily of retaining  wall  improvements,  major  landscaping,  swimming  pool
decking,  and floor covering  replacements.  These improvements were funded from
operating  cash flow and advances  from an  affiliate  of the  Managing  General
Partner. The Partnership sold the property subsequent to September 30, 2005.

Capital  expenditures will be incurred only if cash is available from operations
or from  Partnership  reserves.  To the extent  that  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  assets  are  thought  to be  generally  sufficient  for  any
near-term needs  (exclusive of capital  improvements)  of the  Partnership.  The
mortgage  indebtedness  encumbering  Tamarind Bay and Greenspoint  Apartments of
approximately $15,107,000 matures in September 2021 and June 2030, at which time
the loans are  scheduled to be fully  amortized.  The lender can exercise a call
option on the  Greenspoint  mortgage on May 1, 2012 and every fifth  anniversary
thereafter.  The mortgage  indebtedness  encumbering  Vinings  Peak,  Plantation
Crossing and Woods Lake Apartments of approximately  $19,001,000 matures in July
2013 at which time balloon payments of  approximately  $12,521,000 are required.
The mortgage  indebtedness  encumbering  Sandspoint  Apartments of approximately
$11,000,000  matures in June 2007 at which time the entire principal  balance of
the loan is due. The  Partnership  has the option to extend the maturity date of
the mortgage for two additional  six-month  terms.  The Managing General Partner
will attempt to refinance such indebtedness  and/or sell the properties prior to
such  maturity  dates.  If any  property  cannot  be  refinanced  or sold  for a
sufficient  amount,  the  Partnership  will risk  losing such  property  through
foreclosure.

On May 17, 2005 the Partnership refinanced the mortgage encumbering  Greenspoint
Apartments.  The  refinancing  replaced the previous  mortgage  indebtedness  of
approximately  $7,977,000 with a new mortgage of  $11,000,000.  The mortgage was
refinanced at a rate of 5.31%  compared to the prior rate of 8.33%.  Payments of
approximately  $66,000  are due on the first  day of each  month.  The  mortgage
matures on June 1, 2030,  at which time it is scheduled  to be fully  amortized.
The lender can  exercise a call option on the  mortgage on May 1, 2012 and every
fifth anniversary  thereafter.  The Partnership paid loan costs of approximately
$125,000, which were capitalized and included in other assets.

On May 27, 2005 the Partnership  refinanced the mortgage encumbering  Sandspoint
Apartments.  The  refinancing  replaced the previous  mortgage  indebtedness  of
approximately  $8,859,000 with a new mortgage of  $11,000,000.  The new mortgage
has a rate  equal  to the  one-month  LIBOR  plus 145  basis  points  (5.31%  at
September 30, 2005) compared to the prior rate of 8.33%.  The mortgage  requires
interest only payments until the loan matures on June 1, 2007.  The  Partnership
has the option to extend the maturity  date of the  mortgage for two  additional
six-month terms. In addition,  the loan requires monthly escrow deposits and the
Partnership was required to establish a repair escrow of approximately  $370,000
at the closing. The Partnership paid costs of approximately $140,000, which were
capitalized and included in other assets.



<PAGE>


The following table sets forth the distributions made by the Partnership for the
nine months September 30, 2005 and 2004 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                    Nine months Ended    Per Limited   Nine months Ended  Per Limited
                      September 30,      Partnership     September 30,    Partnership
                           2005             Unit             2004             Unit

<S>                        <C>              <C>              <C>             <C>
Operations                 $ --             $ --             $ 600           $ 5.92
</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,
property  sales  and/or  refinancings.  The  Partnership's  cash  available  for
distribution is reviewed on a monthly basis. There can be no assurance, however,
that the  Partnership  will  generate  sufficient  funds from  operations  after
required  capital  expenditures to permit any  distributions  to its partners in
2005 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 58,630.66 limited partnership units
(the "Units") in the Partnership representing 65.66% of the outstanding Units at
September  30,  2005. A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 65.66% of
the outstanding  Units,  AIMCO and its affiliates are in a position to influence
all such voting decisions with respect to the Partnership. However, with respect
to the 25,228.66 Units acquired on January 19, 1996, AIMCO IPLP, L.P.  ("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
property.

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

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  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.

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.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  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 28, 2002, the trial court granted  defendants
motion to strike the complaint. Plaintiffs took an appeal from this order.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes  action and the Heller  action.  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 (the "Appeal")  seeking to vacate and/or reverse the order  approving the
settlement and entering judgment  thereto.  On May 4, 2004, the Objector filed a
second appeal  challenging  the court's use of a referee and its order requiring
Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  With respect to the related Heller appeal,  on
July 28, 2005,  the Court of Appeals  reversed the trial court's order  striking
the first amended complaint.

On August 18, 2005,  Objector and his counsel filed a motion to  disqualify  the
trial court based on a peremptory challenge and filed a motion to disqualify for
cause on October 17, 2005. On or about October 13, 2005 Objector  filed a motion
to  intervene  and on or about  October  19,  2005  filed  both a motion to take
discovery  relating to the adequacy of plaintiffs as derivative  representatives
and a motion to dissolve the anti-suit injunction in connection with settlement.
On October 27, 2005, the Court denied Objector's peremptory challenge and struck
Objector's motion to disqualify for cause. No hearing has been set on Objector's
remaining motions. On November 3, 2005, Objector and his counsel filed a writ of
mandate to the Court of Appeals challenging the court's October 27, 2005 order.

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.

AIMCO  Properties  L.P.  and NHP  Management  Company,  both  affiliates  of the
Managing  General  Partner,  are  defendants  in a  lawsuit  alleging  that they
willfully  violated  the Fair Labor  Standards  Act  ("FLSA")  by failing to pay
maintenance  workers  overtime for all hours worked in excess of forty per week.
The  complaint,  filed in the United States  District  Court for the District of
Columbia,  attempts  to bring 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.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. In June 2005 the Court conditionally  certified the collective action
on both the on-call and overtime issues,  which allows the plaintiffs to provide
notice of the  collective  action to all  non-exempt  maintenance  workers  from
August 7, 2000 through the present. Those employees will have the opportunity to
opt-in to the collective action,  and AIMCO Properties,  L.P. and NHP Management
Company will have the  opportunity to move to decertify the  collective  action.
Because the court denied  plaintiffs'  motion to certify  state  subclasses,  on
September  26,  2005,  the  plaintiffs  filed  a  class  action  with  the  same
allegations in the Superior Court of California (Contra Costa County).  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
consolidated  financial  condition  or results  of  operations.  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.

ITEM 5.     OTHER INFORMATION

            None.

ITEM 6.     EXHIBITS

            See Exhibit Index.



<PAGE>


                                   SIGNATURES



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



                                    CENTURY PROPERTIES FUND XIX


                                    By:   FOX PARTNERS II
                                          Its General Partner


                                    By:   FOX CAPITAL MANAGEMENT CORPORATION
                                          Its Managing General Partner


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


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


                                    Date: November 14, 2005



<PAGE>


                       CENTURY PROPERTIES INCOME FUND XIX
                                  EXHIBIT INDEX


Exhibit Number    Description of Exhibit


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

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

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

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

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

       3.5        Amendment  to the Amended  and  Restated  Limited  Partnership
                  Agreement, dated September 29, 2003, incorporated by reference
                  to Exhibit 3.5 on Form 8-K dated September 29, 2003.

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

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

      10.12       Multifamily Note dated August 30, 2001 between GMAC Commercial
                  Mortgage  Corporation and Century  Properties Fund XIX for the
                  refinance of Sunrunner  Apartments,  incorporated by reference
                  to Exhibit 10.12 on Form 8-K dated August 30, 2001.

      10.13       Multifamily  Note for  $4,480,000  dated June 25, 2003 between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets,  Inc.,  incorporated by reference to Exhibit 10.13 to
                  Form 8-K dated June 25, 2003.

      10.14       Replacement  Reserve  Agreement  dated June 25,  2003  between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets,  Inc.,  incorporated by reference to Exhibit 10.14 to
                  Form 8-K dated June 25, 2003.

      10.15       Repair Escrow  Agreement  dated June 25, 2003 between  Century
                  Properties  Fund XIX and KeyCorp Real Estate Capital  Markets,
                  Inc.,  incorporated  by reference to Exhibit 10.15 to Form 8-K
                  dated June 25, 2003.

      10.16       Multifamily  Note for  $8,470,000  dated June 25, 2003 between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets,  Inc.,  incorporated by reference to Exhibit 10.16 to
                  Form 8-K dated June 25, 2003.

      10.17       Replacement  Reserve  Agreement  dated June 25,  2003  between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets,  Inc.,  incorporated by reference to Exhibit 10.17 to
                  Form 8-K dated June 25, 2003.

      10.18       Repair Escrow  Agreement  dated June 25, 2003 between  Century
                  Properties  Fund XIX and KeyCorp Real Estate Capital  Markets,
                  Inc.,  incorporated  by reference to Exhibit 10.18 to Form 8-K
                  dated June 25, 2003.

      10.19       Multifamily  Note for  $7,500,000  dated June 25, 2003 between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets,  Inc.,  incorporated by reference to Exhibit 10.19 to
                  Form 8-K dated June 25, 2003.

      10.20       Replacement  Reserve  Agreement  dated June 25,  2003  between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets,  Inc.,  incorporated by reference to Exhibit 10.20 to
                  Form 8-K dated June 25, 2003.

      10.21       Repair Escrow  Agreement  dated June 25, 2003 between  Century
                  Properties  Fund XIX and KeyCorp Real Estate Capital  Markets,
                  Inc.,  incorporated  by reference to Exhibit 10.21 to Form 8-K
                  dated June 25, 2003.

      10.26       Promissory Note dated May 17, 2005 between Century  Properties
                  Fund XIX, a California limited partnership and ING USA Annuity
                  and  Life  Insurance  Company  incorporated  by  reference  to
                  Exhibit 10.26 on Form 8-K dated May 17, 2005.

      10.27       Deed of Trust,  Security  Agreement,  Financing  Statement and
                  Fixture Filing,  dated May 17, 2005 between Century Properties
                  Fund XIX, a California limited partnership and ING USA Annuity
                  and  Life  Insurance  Company  incorporated  by  reference  to
                  Exhibit 10.27 on Form 8-K dated May 17, 2005.

      10.28       Loan Agreement dated May 27, 2005 between  Century  Properties
                  Fund XIX, a California limited partnership and GMAC Commercial
                  Mortgage  Bank  incorporated  by reference to Exhibit 10.28 on
                  Form 8-K dated May 27, 2005.

      10.29       Promissory Note dated May 27, 2005 between Century  Properties
                  Fund XIX, a California limited partnership and GMAC Commercial
                  Mortgage  Bank  incorporated  by reference to Exhibit 10.29 on
                  Form 8-K dated May 27, 2005.

      10.30       Deed of  Trust,  Assignment  of  Rents  and  Leases,  Security
                  Agreement  and  Fixture  Filing,  dated May 27,  2005  between
                  Century Properties Fund XIX, a California limited  partnership
                  and GMAC Commercial Mortgage Bank incorporated by reference to
                  Exhibit 10.30 on Form 8-K dated May 27, 2005.

      10.31       Purchase  and  Sale  Contract  between  Century  Woods  CPF 19
                  Limited  Partnership and Juniper Investment Group, Ltd., dated
                  May 19, 2005,  incorporated  by reference to Exhibit  10.31 to
                  the  Partnership's  Quarterly  Report on Form  10-QSB  for the
                  quarter ended June 30, 2005.

      10.32       First  Amendment to Purchase and Sale Contract - Century Woods
                  CPF 19 Limited Partnership,  dated June 7, 2005,  incorporated
                  by reference to Exhibit 10.32 to the  Partnership's  Quarterly
                  Report on Form 10-QSB for the quarter ended June 30, 2005.

      10.33       Second Amendment to Purchase and Sale Contract - Century Woods
                  CPF 19 Limited Partnership,  dated July 7, 2005,  incorporated
                  by reference to Exhibit 10.33 to the  Partnership's  Quarterly
                  Report on Form 10-QSB for the quarter ended June 30, 2005.

      10.34       Third  Amendment to Purchase and Sale Contract - Century Woods
                  CPF 19 Limited Partnership,  dated July 26, 2005, incorporated
                  by reference to Exhibit 10.34 to the  Partnership's  Quarterly
                  Report on Form 10-QSB for the quarter ended June 30, 2005.

      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 of the equivalent of the Chief Executive Officer
                  and Chief  Financial  Officer  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 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 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:  November 14, 2005

                                    /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 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 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:  November 14, 2005

                                    /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 XIX (the "Partnership"),  for the quarterly period ended September 30, 2005
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:  November 14, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  November 14, 2005


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.