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, 2004

[ ]   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 ___

<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS


                           CENTURY PROPERTIES FUND XIX

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

                               September 30, 2004
<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 292
   Receivables and deposits                                                     348
   Restricted escrows                                                           880
   Other assets                                                               1,338
   Assets held for sale (Note A)                                              3,318
   Investment properties:
      Land                                                   $ 8,774
      Buildings and related personal property                  73,294
                                                               82,068
      Less accumulated depreciation                           (48,599)       33,469
                                                                           $ 39,645
Liabilities and Partners' (Deficiency) Capital
Liabilities
   Accounts payable                                                          $ 170
   Tenant security deposits payable                                             246
   Accrued property taxes                                                       303
   Other liabilities                                                            486
   Due to affiliates (Note B)                                                   662
   Mortgage notes payable                                                    41,028
   Liabilities related to assets held for sale                                5,026

Partners' (Deficiency) Capital
   General partner                                           $ (9,977)
   Limited partners (89,292 units issued and
      outstanding)                                              1,701        (8,276)
                                                                           $ 39,645


         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,
                                         2004         2003          2004          2003
                                                   (Restated)                  (Restated)

Revenues:
<S>                                    <C>           <C>           <C>          <C>
  Rental income                        $ 2,583       $ 2,590       $ 7,537      $ 7,778
  Other income                             366           366         1,094          904
  Casualty gain (Note E)                    --            --            --          171
       Total revenues                    2,949         2,956         8,631        8,853

Expenses:
  Operating                              1,490         1,323         4,089        3,846
  General and administrative                94           114           332          352
  Depreciation                             734           694         2,188        2,110
  Interest                                 678           709         2,034        2,299
  Property tax                             225           245           714          736
       Total expenses                    3,221         3,085         9,357        9,343

Loss from continuing operations           (272)         (129)         (726)        (490)
(Loss) income from discontinued
  operations (Note A)                      (51)          607          (149)         334
Gain on sale of discontinued
  operations (Note D)                       --         5,912            --        5,912
Net (loss) income                       $ (323)      $ 6,390       $ (875)      $ 5,756

Net (loss) income allocated to
  general partner                       $ (39)        $ 173        $ (104)        $ 99
Net (loss) income allocated to
  limited partners                        (284)        6,217          (771)       5,657
                                        $ (323)      $ 6,390       $ (875)      $ 5,756
Per limited partnership unit:
  Loss from continuing
    operations                         $ (2.68)      $ (1.27)      $ (7.16)     $ (4.84)
  (Loss) income from discontinued
    operations                           (0.50)         6.00         (1.47)        3.30
  Gain on sale of discontinued
    operations                              --         64.89            --        64.89
                                       $ (3.18)      $ 69.62       $ (8.63)     $ 63.35

Distributions per limited
  partnership unit                       $ --        $ 25.51       $ 5.92       $ 25.51

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>



                           CENTURY PROPERTIES FUND XIX

           CONSOLIDATED STATEMENT OF 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, 2003               89,292       $(9,802)     $ 3,001      $ (6,801)

Distributions paid to partners            --           (71)        (529)         (600)

Net loss for the nine months
   ended September 30, 2004               --          (104)        (771)         (875)

Partners' (deficiency) capital
   at September 30, 2004              89,292       $(9,977)     $ 1,701      $ (8,276)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                           CENTURY PROPERTIES FUND XIX

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

                                                                   Nine Months Ended
                                                                     September 30,
                                                                      2004      2003
Cash flows from operating activities:
<S>                                                                <C>         <C>
  Net (loss) income                                                $ (875)     $ 5,756
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
     Depreciation                                                    2,453       2,703
     Amortization of loan costs                                         81         122
     Gain on sale of investment property                                --      (5,912)
     Loss on early extinguishment of debt                               --           5
     Casualty gain                                                      --        (171)
     Change in accounts:
      Receivables and deposits                                        (122)        725
      Other assets                                                    (183)       (366)
      Accounts payable                                                (202)         28
      Tenant security deposits payable                                 (19)         17
      Accrued property taxes                                           203        (377)
      Due to affiliates                                                  6          --
      Due to former affiliate                                         (376)          5
      Other liabilities                                                (16)       (720)
         Net cash provided by operating activities                     950       1,815

Cash flows from investing activities:
  Property improvements and replacements                            (1,029)       (882)
  Net proceeds from sale of discontinued operations                     --      13,249
  Net insurance proceeds received                                       --         171
  Net deposits to restricted escrows                                   (58)       (772)
         Net cash (used in) provided by investing activities        (1,087)     11,766

Cash flows from financing activities:
  Payment on mortgage notes payable                                   (877)     (1,498)
  Repayment of mortgage notes payable                                   --     (30,258)
  Proceeds from mortgage notes payable                                  --      20,450
  Distributions to partners                                           (600)     (2,324)
  Advances received from affiliate                                     656       2,101
  Repayment of advances from affiliate                                  --      (2,101)
  Loan costs paid                                                       --        (653)
         Net cash used in financing activities                        (821)    (14,283)

Net decrease in cash and cash equivalents                             (958)       (702)
Cash and cash equivalents at beginning of period                     1,250       2,025
Cash and cash equivalents at end of period                         $ 292       $ 1,323

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 2,278      $ 3,049
Supplemental disclosure of non-cash flow information:
  Property improvements and replacements in accounts
    payable                                                         $ 69        $ --

         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 months ended September 30, 2004 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  December 31, 2004. For further  information,  refer to the  consolidated
financial  statements and footnotes thereto included in the Partnership's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2003.

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, 2003 reflect the operations of McMillan Place Apartments as (loss)
income from discontinued operations due to its sale in August 2003. In addition,
the accompanying  consolidated statements of operations have been restated as of
January 1, 2003 to reflect the  operations  of Misty Woods  Apartments as (loss)
income from discontinued operations due to the intention of the Managing General
Partner to sell the  property  within one year.  Included in (loss)  income from
discontinued  operations for the nine months ended  September 30, 2004 and 2003,
is approximately $959,000 and $995,000, 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.

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

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from all of the Partnership's  properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately $471,000 and $556,000 for the nine months ended September 30, 2004
and 2003,  respectively,  which is included  in  operating  expenses  and (loss)
income from discontinued operations.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $135,000 and
$144,000 for the nine months ended  September  30, 2004 and 2003,  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,
2003 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.  During the nine months ended  September  30, 2004, an affiliate of
the Managing  General Partner advanced the Partnership  approximately  $656,000.
This  advance  was  used to pay  property  taxes  at  five of the  Partnership's
properties.  During the nine months  ended  September  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.  This advance and related  accrued  interest were paid in full during
the nine  months  ended  September  30,  2003 from the  proceeds  of the sale of
McMillan Place  Apartments.  Interest on the credit line is charged at the prime
rate plus 2% and was approximately  $6,000 and $66,000 for the nine months ended
September 30, 2004 and 2003, respectively.  No payments were made on the advance
during the nine months ended  September  30, 2004.  At September  30, 2004,  the
Partnership owed approximately $662,000 of principal and interest which is shown
as due to affiliates on the accompanying consolidated balance sheet.

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

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 nine months ended September 30, 2004 and
2003,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$198,000 and $217,000,  respectively, for insurance coverage and fees associated
with claims administration.

Note C - Extension of Mortgage Note Payable

The first and second  mortgage  loans for McMillan Place  Apartments  matured in
October 2002 and were in default at December 31,  2002.  On March 25, 2003,  the
Managing  General  Partner and the lender agreed to an eleven month extension of
the  terms  of the  mortgage.  As part of the  agreement,  an  affiliate  of the
Managing General Partner advanced approximately $2,101,000 to the Partnership to
repay the second mortgage loan.  Pursuant to the agreement,  the stated interest
rate was 6.5% from the previous  maturity date. This mortgage  indebtedness  was
paid off during the nine  months  ended  September  30,  2003 with the net sales
proceeds of McMillan Place Apartments (see "Note D" below).

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


<PAGE>


Note D - Sale of Investment Property

In August 2003, the Partnership  sold McMillan Place Apartments to a third party
for net proceeds of  approximately  $13,249,000  after payment of closing costs.
The Partnership used  approximately  $9,128,000 of the net proceeds to repay the
mortgage  encumbering  the  property  and  to  pay  approximately   $210,000  in
contingent  interest due to the lender.  Contingent  interest was required to be
paid  upon  the  sale  of the  property  equal  to 50%  of the  increase  in the
appreciated  fair market value of the property  above the  stipulated  amount of
$12,860,000.  The Partnership had previously accrued approximately  $920,000 for
this  contingent  interest.  The unused  reserve was reversed  against  interest
expense  during the three  months  ended  September  30, 2003 and is included in
(loss) income from discontinued  operations.  The Partnership realized a gain of
approximately  $5,912,000 as a result of the sale. The property's operations are
shown as (loss)  income from  discontinued  operations  and include  revenues of
approximately  $384,000  and  $1,594,000  for the  three and nine  months  ended
September 30, 2003,  respectively.  In addition, the Partnership recorded a loss
on  early  extinguishment  of  debt  of  approximately  $5,000  as a  result  of
unamortized  loan costs  being  written  off.  This amount is included in (loss)
income from discontinued operations.

Note E - Casualties

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 nine  months  ended  September  30,  2003,  the
Partnership  received additional  proceeds of approximately  $171,000 which were
recognized as a casualty gain because the damaged assets had been written off in
2002.

In September 2004, the  Partnership's  investment  property  located in Florida,
Sunrunner Apartments,  sustained damage from Hurricane Frances. At September 30,
2004,  the damage is estimated to be  approximately  $40,000,  which will not be
covered  by  insurance   proceeds.   The   Partnership   recognized  a  loss  of
approximately  $7,000  related to the write off of the damaged  assets from this
casualty, which is included in operating expenses. In addition,  during the nine
months ended September 30, 2004, the Partnership accrued  approximately  $17,000
for clean up costs  related to the storm,  which is also  included in  operating
expenses.

Note F - 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 $5,186,000 is due in July 2013. At the closing, a repair escrow
of $334,000  was  established  and is being held by the mortgage  lender.  After
payment of closing costs of approximately  $249,000,  which were capitalized and
included in other assets, and interest, the Partnership received net proceeds of
approximately $96,000.

On June 25, 2003 the Partnership  refinanced the mortgage  encumbering Wood Lake
Apartments.  The  refinancing  replaced the previous  mortgage  indebtedness  of
approximately  $6,703,000  with a new mortgage of  $7,500,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $47,000 are due on the first day of each month. A balloon payment
of approximately $4,592,000 is due in July 2013. At the closing, a repair escrow
of $295,000  was  established  and is being held by the mortgage  lender.  After
payment of closing costs of approximately  $231,000,  which were capitalized and
included in other assets, 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  $173,000,  which were capitalized and
included in other  assets,  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 G - 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 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

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

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

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second  appeal.  The Court of Appeals  heard oral  argument  on both  appeals on
September 22, 2004 and took the matters under submission.

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

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

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  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 include 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,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  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.



<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, 2004 and
2003:

                                                   Average Occupancy
      Property                                      2004       2003

      Sunrunner Apartments                          93%        93%
         St. Petersburg, Florida
      Vinings Peak Apartments                       91%        91%
         Atlanta, Georgia
      Plantation Crossing (1)                       91%        94%
         Atlanta, Georgia
      Wood Lake Apartments                          93%        91%
         Atlanta, Georgia
      Greenspoint Apartments (1)                    83%        86%
         Phoenix, Arizona
      Sandspoint Apartments (2)                     88%        79%
         Phoenix, Arizona

   (1)      The Managing General Partner attributes the decrease in occupancy at
            Plantation  Crossing and Greenspoint  Apartments to increased credit
            standards for prospective tenants.

   (2)      The Managing General Partner attributes the increase in occupancy at
            Sandspoint  Apartments  to  increased  marketing  efforts  by  local
            management.

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 for the three and nine months ended  September  30,
2004 was  approximately  $323,000 and  $875,000,  respectively,  compared to net
income of approximately  $6,390,000 and $5,756,000 for the corresponding periods
in 2003.  The  decrease  in net  income  for the  three  and nine  months  ended
September  30,  2004  is due to a gain on the  sale of one of the  Partnership's
properties in 2003 and due to a decrease in income from discontinued operations.

In  accordance  with  Statement of Financial  Accounting  Standards No. 144, the
accompanying consolidated statements of operations for the three and nine months
ended September 30, 2003 reflect the operations of McMillan Place  Apartments as
(loss) income from  discontinued  operations  due to its sale in August 2003. In
addition,  the  accompanying  consolidated  statements of  operations  have been
restated  as of  January  1,  2003 to  reflect  the  operations  of Misty  Woods
Apartments as (loss) income from discontinued operations due to the intention of
the Managing General Partner to sell the property. The operations of Misty Woods
Apartments,  a loss of  approximately  $149,000 and $121,000 for the nine months
ended  September  30,  2004  and  2003,   respectively,   includes  revenues  of
approximately $959,000 and $995,000, respectively.

In August 2003, the Partnership  sold McMillan Place Apartments to a third party
for net proceeds of  approximately  $13,249,000  after payment of closing costs.
The Partnership used  approximately  $9,128,000 of the net proceeds to repay the
mortgage  encumbering  the  property  and  to  pay  approximately   $210,000  in
contingent  interest due to the lender.  Contingent  interest was required to be
paid  upon  the  sale  of the  property  equal  to 50%  of the  increase  in the
appreciated  fair market value of the property  above the  stipulated  amount of
$12,860,000.  The Partnership had previously accrued approximately  $920,000 for
this  contingent  interest.  The unused  reserve was reversed  against  interest
expense  during the three  months  ended  September  30, 2003 and is included in
(loss) income from discontinued  operations.  The Partnership realized a gain of
approximately  $5,912,000 as a result of the sale. The property's operations are
shown as (loss)  income from  discontinued  operations  and include  revenues of
approximately  $384,000  and  $1,594,000  for the  three and nine  months  ended
September 30, 2003,  respectively.  In addition, the Partnership recorded a loss
on  early  extinguishment  of  debt  of  approximately  $5,000  as a  result  of
unamortized  loan costs  being  written  off.  This amount is included in (loss)
income from discontinued operations.

Excluding the impact of the gain on sale and the (loss) income from discontinued
operations,  the Partnership's loss from continuing operations for the three and
nine months ended  September 30, 2004 was  approximately  $272,000 and $726,000,
respectively,  compared  to loss from  continuing  operations  of  approximately
$129,000  and $490,000 for the  corresponding  periods in 2003.  The increase in
loss from continuing operations for the three month period is due to an increase
in total expenses.  The increase in loss from continuing operations for the nine
month period is due to a decrease in total revenues.

The decrease in total  revenues for the nine months ended  September 30, 2004 is
due to a decrease in rental income and due to the recognition of a casualty gain
in 2003 partially offset by an increase in other income. Rental income decreased
due to decreases in occupancy at two of the investment properties,  decreases in
the average rental rate at all of the  Partnership's  investment  properties and
increases  in bad debt  expense  at  Vinings  Peak,  Wood  Lake  and  Sandspoint
Apartments  partially  offset  by an  increase  in  occupancy  at Wood  Lake and
Sandspoint  Apartments and decreases in bad debt expense at Plantation  Crossing
and Greenspoint  Apartments.  Other income increased due to an increase in lease
cancellation  fees at three of the  investment  properties  and an  increase  in
utilities reimbursements at Sandspoint, Greenspoint, and Vinings Peak Apartments
partially  offset  by  a  decrease  in  late  charges  at  Plantation   Crossing
Apartments.

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 nine  months  ended  September  30,  2003,  the
Partnership  received additional  proceeds of approximately  $171,000 which were
recognized as a casualty gain because the damaged assets had been written off in
2002.

In September 2004, the  Partnership's  investment  property  located in Florida,
Sunrunner Apartments,  sustained damage from Hurricane Frances. At September 30,
2004,  the damage is estimated to be  approximately  $40,000,  which will not be
covered  by  insurance   proceeds.   The   Partnership   recognized  a  loss  of
approximately  $7,000  related to the write off of the damaged  assets from this
casualty, which is included in operating expenses. In addition,  during the nine
months ended September 30, 2004, the Partnership accrued  approximately  $17,000
for clean up costs  related to the storm,  which is also  included in  operating
expenses.

Total  expenses for the three months ended  September 30, 2004  increased due to
increases in operating and depreciation  expenses partially offset by a decrease
in interest expense. Total expenses for the nine months ended September 30, 2004
remained  relatively  constant due to increases  in operating  and  depreciation
expenses which were offset by a decrease in interest expense.  Operating expense
increased due to increases in advertising and property expenses partially offset
by a decrease in  maintenance  expense.  Advertising  expense  increased  due to
increases in referral  fees and leasing  promotions at  Greenspoint  Apartments.
Property  expense  increased due to increases in payroll and related expenses at
most of the Partnership's investment properties and an increase in employee unit
expense  at  Sandspoint  Apartments.  Maintenance  expense  decreased  due  to a
decrease in contract  labor at most of the investment  properties.  Depreciation
expense  increased  due to assets  placed in service,  primarily  at  Plantation
Crossing and Sandspoint Apartments. Interest expense decreased for the three and
nine  month  periods  due to  the  refinancing  of  three  of the  Partnership's
properties during 2003.

Included in general and  administrative  expense at both  September 30, 2004 and
2003 are management  reimbursements  to the Managing  General Partner as 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.

Liquidity and Capital Resources

At  September  30,  2004,  the  Partnership  had cash and  cash  equivalents  of
approximately  $292,000  compared to  approximately  $1,323,000 at September 30,
2003. For the nine months ended  September 30, 2004,  cash and cash  equivalents
decreased approximately $958,000 due to approximately $1,087,000 of cash used in
investing  activities  and  approximately  $821,000  of cash  used in  financing
activities  partially  offset by  approximately  $950,000  of cash  provided  by
operating  activities.  Net  cash  used in  investing  activities  consisted  of
property  improvements and replacements and net deposits to restricted  escrows.
Net cash used in financing  activities  consisted  of principal  payments on the
mortgages   encumbering  the  Partnership's   properties  and  distributions  to
partners, partially offset by advances from an affiliate of the Managing General
Partner.  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.

Sunrunner Apartments

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately   $79,000  of  capital   improvements  at  Sunrunner   Apartments,
consisting primarily of major landscaping,  furniture,  parking lot resurfacing,
structural  improvements  and 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 $49,000 in capital  improvements  during the remainder
of 2004.  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 nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $96,000  of  capital  improvements  at  Misty  Woods  Apartments,
consisting  primarily  of floor  covering  and  cabinet  replacements,  fencing,
retaining walls and an irrigation  system.  These  improvements were funded from
operating cash flow. The Managing General Partner intends to sell the property.

Vinings Peak Apartments

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $102,000  of capital  improvements  at Vinings  Peak  Apartments,
consisting primarily of structural improvements and 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  $58,000  in  capital
improvements during the remainder of 2004.  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 nine months ended  September  30,  2004,  the  Partnership  completed
approximately   $180,000  of  capital   improvements   at  Plantation   Crossing
Apartments,   consisting   primarily  of  exterior   painting,   swimming   pool
enhancements,  fitness equipment, and 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  $11,000 in capital  improvements
during the remainder of 2004.  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 nine months ended  September  30,  2004,  the  Partnership  completed
approximately   $81,000  of  capital   improvements  at  Wood  Lake  Apartments,
consisting  primarily  of  floor  and  wall  covering  replacements,  structural
improvements  and roof repairs.  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 $46,000
in  capital  improvements  during  the  remainder  of 2004.  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 nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $107,000  of  capital  improvements  at  Greenspoint  Apartments,
consisting   primarily  of  floor  covering,   plumbing  fixture  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  $83,000  in  capital
improvements during the remainder of 2004.  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.

Sandspoint Apartments

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately   $453,000  of  capital  improvements  at  Sandspoint  Apartments,
consisting primarily of exterior painting and floor covering, appliance and roof
replacements.  The Partnership  evaluates the capital  improvement  needs of the
property during the year and currently expects to complete an additional $52,000
in  capital  improvements  during  the  remainder  of 2004.  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  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 was 6.5% from the previous maturity date. As previously discussed, McMillan
Place  Apartments  was sold in August 2003 and the first  mortgage was repaid at
that time.

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

On June 25, 2003 the Partnership  refinanced the mortgage  encumbering Wood Lake
Apartments.  The  refinancing  replaced the previous  mortgage  indebtedness  of
approximately  $6,703,000  with a new mortgage of  $7,500,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $47,000 are due on the first day of each month. A balloon payment
of approximately $4,592,000 is due in July 2013. At the closing, a repair escrow
of $295,000  was  established  and is being held by the mortgage  lender.  After
payment of closing costs of approximately  $231,000,  which were capitalized and
included in other assets, 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  $173,000,  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.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness   encumbering  Sunrunner  Apartments  of  approximately  $4,296,000
matures  in  September  2021,  at which time the loan is  scheduled  to be fully
amortized.  The mortgage  indebtedness  encumbering  Greenspoint  and Sandspoint
Apartments  of  approximately  $17,045,000  matures  in May 2005 at  which  time
balloon  payments  of  approximately  $16,862,000  are  required.  The  mortgage
indebtedness  encumbering  Vinings  Peak,  Plantation  Crossing  and Woods  Lake
Apartments  of  approximately  $19,687,000  matures  in July 2013 at which  time
balloon payments of approximately $12,521,000 are required. The Managing General
Partner will attempt to refinance such  indebtedness  and/or sell the properties
prior to such maturity dates. If any property cannot be refinanced or sold for a
sufficient  amount,  the  Partnership  will risk  losing such  property  through
foreclosure.

The following table sets forth the distributions made by the Partnership for the
nine months ended  September  30, 2004 and 2003 (in  thousands,  except per unit
data):

<TABLE>
<CAPTION>

                                         Per Limited                      Per Limited
                    Nine Months Ended    Partnership   Nine Months Ended  Partnership
                    September 30, 2004      Unit      September 30, 2003      Unit

<S>                       <C>              <C>               <C>              <C>
Operations                $ 600            $ 5.92            $ --             $ --
Sales (1)                     --               --            2,324            25.51
                          $ 600            $ 5.92           $2,324           $25.51
</TABLE>

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

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 additional distributions to its partners
in 2004 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 53,726.66 limited partnership units
(the "Units") in the Partnership representing 60.17% of the outstanding Units at
September  30,  2004. A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 60.17% of
the outstanding  Units,  AIMCO and its affiliates are in a position to influence
all such voting decisions with respect to the Partnership. However, with respect
to the 25,228.66 Units acquired on January 19, 1996, AIMCO IPLP, L.P.  (formerly
known as Insignia Properties,  LP ("IPLP"), an affiliate of the Managing General
Partner  and of AIMCO,  agreed to vote such Units:  (i) against any  increase in
compensation  payable to the Managing General Partner or to its affiliates;  and
(ii) on all other matters  submitted by it or its  affiliates,  in proportion to
the vote cast by third party  unitholders.  Except for the  foregoing,  no other
limitations  are imposed on IPLP's,  AIMCO's or any other  affiliates'  right to
vote each Unit held. Although the Managing General Partner owes fiduciary duties
to the limited  partners of the  Partnership,  the Managing General Partner also
owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties
of the Managing General Partner, as managing general partner, to the Partnership
and its limited  partners may come into conflict with the duties of the Managing
General Partner to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

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

ITEM 3.     CONTROLS AND PROCEDURES

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

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


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

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

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

<PAGE>

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second  appeal.  The Court of Appeals  heard oral  argument  on both  appeals on
September 22, 2004 and took the matters under submission.

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

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


            See Exhibit Index attached.

<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 12, 2004





<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.

      10.22       Purchase  and Sale  Contract  between  Registrant  and Suncase
                  Corporation, dated June 11, 2003, incorporated by reference to
                  Exhibit 10.22 to Form 8-K dated August 28, 2003.

      10.23       First  Amendment  to the Purchase  and Sale  Contract  between
                  Registrant  and  Suncase  Corporation,  dated  July 10,  2003,
                  incorporated  by reference to Exhibit  10.23 to Form 8-K dated
                  August 28, 2003.

      10.24       Second  Amendment to the Purchase  and Sale  Contract  between
                  Registrant  and Suncase  Corporation,  dated  August 13, 2003,
                  incorporated  by reference to Exhibit  10.24 to Form 8-K dated
                  August 28, 2003.

      10.25       Assignment  Agreement  between Suncase  Corporate and McMillan
                  Development Associates, LP dated August 25, 2003, incorporated
                  by  reference  to Exhibit  10.25 to Form 8-K dated  August 28,
                  2003.

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

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

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


<PAGE>

Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of Century Properties
      Fund 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 12, 2004

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of Century Properties
      Fund 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 12, 2004

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

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, 2004
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"),  Martha L. Long, as the equivalent of the chief executive  officer of
the Partnership, and Stephen B. Waters, as the equivalent of the chief financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:


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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  November 12, 2004


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  November 12, 2004


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