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

                                   Form 10-QSB

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

                For the quarterly period ended June 30, 2004


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


            For the transition period from _________to _________

                         Commission file number 0-11935


                           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)

                                  June 30, 2004
<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 392
   Receivables and deposits                                                     374
   Restricted escrows                                                           861
   Other assets                                                               1,375
   Investment properties:
      Land                                                   $ 9,200
      Buildings and related personal property                  81,273
                                                               90,473
      Less accumulated depreciation                           (53,267)       37,206
                                                                           $ 40,208
Liabilities and Partners' (Deficiency) Capital
Liabilities
   Accounts payable                                                          $ 330
   Tenant security deposits payable                                             313
   Accrued property taxes                                                       548
   Due to affiliates (Note B)                                                   279
   Other liabilities                                                            473
   Mortgage notes payable                                                    46,218

Partners' (Deficiency) Capital
   General partner                                           $ (9,938)
   Limited partners (89,292 units issued and
      outstanding)                                              1,985        (7,953)
                                                                           $ 40,208
</TABLE>

        See Accompanying Notes to Consolidated Financial Statements


<PAGE>

                           CENTURY PROPERTIES FUND XIX

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

<TABLE>
<CAPTION>

                                              Three Months                Six Months
                                             Ended June 30,             Ended June 30,
                                           2004         2003          2004          2003
                                                     (Restated)                  (Restated)
Revenues:
<S>                                      <C>           <C>           <C>           <C>
  Rental income                          $ 2,778       $ 2,914       $ 5,551       $ 5,791
  Other income                               391           305           764           582
  Casualty gain (Note D)                      --           171            --           171
       Total revenues                      3,169         3,390         6,315         6,544

Expenses:
  Operating                                1,526         1,382         2,898         2,828
  General and administrative                 129           119           238           238
  Depreciation                               821           805         1,631         1,596
  Interest                                   781           891         1,559         1,797
  Property taxes                             268           270           541           538
       Total expenses                      3,525         3,467         6,867         6,997

Loss from continuing operations             (356)          (77)         (552)         (453)
Loss from discontinued operations
  (Note A)                                    --           (63)           --          (181)

Net loss                                  $ (356)      $ (140)       $ (552)       $ (634)

Net loss allocated to general
  partner                                 $ (42)        $ (16)        $ (65)        $ (74)
Net loss allocated to limited
  partners                                  (314)         (124)         (487)         (560)

                                          $ (356)      $ (140)       $ (552)       $ (634)

Per limited partnership unit:
  Loss from continuing operations        $ (3.52)      $ (0.76)      $ (5.45)      $ (4.47)
  Loss from discontinued operations           --         (0.63)           --         (1.80)

Net loss                                 $ (3.52)      $ (1.39)      $ (5.45)      $ (6.27)

Distribution per limited
  partnership unit                         $ --         $ --         $ 5.92         $ --


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

Net loss for the six months
   ended June 30, 2004                    --           (65)        (487)         (552)

Partners' (deficiency) capital
   at June 30, 2004                   89,292       $(9,938)     $ 1,985       $(7,953)


        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                           CENTURY PROPERTIES FUND XIX

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                    Six Months Ended
                                                                        June 30,
                                                                     2004        2003
Cash flows from operating activities:
<S>                                                                <C>         <C>
  Net loss                                                         $ (552)     $ (634)
  Adjustments to reconcile net loss to net cash provided
   by operating activities:
     Depreciation                                                   1,631        1,840
     Amortization of loan costs                                        52           84
     Casualty gain                                                     --         (171)
     Change in accounts:
      Receivables and deposits                                       (148)         284
      Other assets                                                   (169)        (897)
      Accounts payable                                                (66)        (206)
      Tenant security deposits payable                                 (7)          49
      Accrued property taxes                                          370          (59)
      Due to affiliates                                                38           43
      Due to former affiliate                                        (376)           2
      Other liabilities                                               (29)         170
         Net cash provided by operating activities                    744          505

Cash flows from investing activities:
  Property improvements and replacements                             (624)        (660)
  Net insurance proceeds received                                      --          171
  Net deposits to restricted escrows                                  (39)        (509)
         Net cash used in investing activities                       (663)        (998)

Cash flows from financing activities:
  Payments on mortgage notes payable                                 (580)      (1,271)
  Repayment of mortgage notes payable                                  --      (21,130)
  Proceeds from mortgage notes payable                                 --       20,450
  Distributions to partners                                          (600)          --
  Advances from affiliates                                            241        2,101
  Loan costs paid                                                      --         (434)
         Net cash used in financing activities                       (939)        (284)

Net decrease in cash and cash equivalents                            (858)        (777)
Cash and cash equivalents at beginning of period                    1,250        2,025
Cash and cash equivalents at end of period                         $ 392       $ 1,248

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 1,507      $ 2,183

Supplemental disclosure of non-cash flow information:
  Property improvements and replacements in accounts payable        $ 93        $ --

        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                           CENTURY PROPERTIES FUND XIX

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Century
Properties Fund XIX (the  "Partnership" or  "Registrant")  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. The general partner of the Partnership is Fox Partners II,
a California  general  partnership.  The general partners of Fox Partners II are
Fox Capital Management Corporation ("FCMC" or the "Managing General Partner"), a
California  corporation,  Fox Realty  Investors  ("FRI"),  a California  general
partnership, and Fox Partners 83, a California general partnership. The Managing
General Partner is a subsidiary of Apartment  Investment and Management  Company
("AIMCO"), a publicly traded real estate investment trust. In the opinion of the
Managing  General  Partner,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three and six month  periods  ended June 30, 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 six months ended
June 30, 2003 have been  restated to reflect the  operations  of McMillan  Place
Apartments as loss from discontinued operations due to its sale in August 2003.

Note B - Transactions with Affiliated Parties

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

During the six months ended June 30, 2004 and 2003,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's  properties  as  compensation  for providing  property  management
services.  The Partnership  paid to such affiliates  approximately  $311,000 and
$375,000 for the six months ended June 30, 2004 and 2003, 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  $90,000 and
$99,000 for the six months ended June 30, 2004 and 2003, respectively,  which is
included  in  general  and  administrative  expenses.  At  June  30,  2004,  the
Partnership owed approximately $35,000 for accountable  administrative  expenses
which is included in due to affiliates on the accompanying  consolidated balance
sheet.

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 six months ended June 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 six months ended June 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 six months  ended June 30,  2004,  an  affiliate of the
Managing  General  Partner  exceeded  this  credit  limit  and  advanced  to the
Partnership  approximately $241,000. This advance was used to pay property taxes
at two of the Partnership's properties,  Greenspoint and Sands Point Apartments.
During the six months ended June 30, 2003, the Managing General Partner exceeded
this credit limit and advanced the Partnership  approximately  $2,101,000.  This
advance  was  used to repay  the  second  mortgage  encumbering  McMillan  Place
Apartments,  which was part of the loan  extension  agreement.  This advance and
related  accrued  interest were paid in full during the year ended  December 31,
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  $2,000
and $33,000 for the six months  ended June 30, 2004 and 2003,  respectively.  No
payments were made on the advance  during the six months ended June 30, 2004. At
June 30, 2004,  the  Partnership  owed  approximately  $244,000 of principal and
interest which is included in due to affiliates on the accompanying consolidated
balance sheet.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing  General  Partner.  During the six months ended June 30, 2004 and 2003,
the Partnership was charged by AIMCO and its affiliates  approximately  $121,000
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 and the loan was  scheduled  to
mature on September 30, 2003.  McMillan Place Apartments was sold in August 2003
and the first mortgage loan was repaid at that time.

Note D - Casualty Gain

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

Note E - 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  $174,000,  which were capitalized and
included in other assets on the consolidated  balance sheet,  and interest,  the
Partnership received net proceeds of approximately $96,000.

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

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

Note F - Contingencies

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

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

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

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

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

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

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

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  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 is conducting an  investigation  relating to
certain  matters.  AIMCO  believes the areas of  investigation  include  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts payable,  rent concessions,  vendor rebates, and
capitalization of expenses and payroll.  AIMCO is cooperating  fully. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated  financial  condition  or results of  operations  taken as a whole.
Similarly,  the  Managing  General  Partner  does not believe  that the ultimate
outcome will have a material  adverse effect on the  Partnership's  consolidated
financial condition or results of operations taken as a whole.

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

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

The Partnership's  investment  properties consist of seven apartment  complexes.
The following  table sets forth the average  occupancy of the properties for the
six months ended June 30, 2004 and 2003:

                                                   Average Occupancy
      Property                                      2004       2003

      Sunrunner Apartments (1)                      91%        94%
         St. Petersburg, Florida
      Misty Woods Apartments                        89%        89%
         Charlotte, North Carolina
      Vinings Peak Apartments                       89%        90%
         Atlanta, Georgia
      Plantation Crossing (2)                       89%        94%
         Atlanta, Georgia
      Wood Lake Apartments                          91%        91%
         Atlanta, Georgia
      Greenspoint Apartments (2)                    83%        88%
         Phoenix, Arizona
      Sandspoint Apartments (3)                     88%        78%
         Phoenix, Arizona

   (1)      The Managing General Partner attributes the decrease in occupancy at
            Sunrunner Apartments to increased  competition from new and recently
            renovated properties in the local market.

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

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

The  Partnership's  financial  results  are  dependent  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  which are
outside the control of the  Partnership  such as the local economic  climate and
weather can adversely or positively impact the Partnership's financial results.

Results of Operations

The Partnership's net loss was approximately $356,000 and $552,000 for the three
and six  months  ended  June 30,  2004,  respectively,  compared  to net loss of
approximately  $140,000 and $634,000 for the corresponding  periods in 2003. The
increase  in net loss  for the  three  months  ended  June 30,  2004 is due to a
decrease in total revenues and an increase in total expenses partially offset by
a decrease in loss from  discontinued  operations.  The decrease in net loss for
the six months ended June 30, 2004 is due to a decrease in total  expenses and a
decrease in loss from discontinued  operations partially offset by a decrease in
total revenues.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
the  consolidated  statements of  operations  for the three and six months ended
June 30, 2003 have been  restated to reflect the  operations  of McMillan  Place
Apartments as loss from discontinued operations due to its sale in August 2003.

Excluding the  discontinued  operations,  the  Partnership  realized a loss from
continuing  operations of approximately  $356,000 and $552,000 for the three and
six months ended June 30, 2004, respectively, compared to a loss from continuing
operations of approximately  $77,000 and $453,000 for the corresponding  periods
in 2003.  The increase in loss from  continuing  operations for the three months
ended June 30,  2004 is due to a decrease in total  revenues  and an increase in
total  expenses.  The increase in loss from  continuing  operations  for the six
months  ended June 30,  2004 is due to a decrease  in total  revenues  partially
offset by a decrease in total  expenses.  The decrease in total revenues for the
three and six months  ended June 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 four 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 Sandspoint Apartments and decreases in bad debt expense
at Misty Woods,  Plantation  Crossing and Greenspoint  Apartments.  Other income
increased due to increases in utility reimbursements,  cleaning and damage fees,
and lease cancellation fees at most of the investment properties.

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

Total  expenses  for the three  months  ended  June 30,  2004  increased  due to
increases in operating and depreciation  expenses partially offset by a decrease
in  interest  expense.  Total  expenses  for the six months  ended June 30, 2004
decreased due to a decrease in interest expense partially offset by increases in
operating and depreciation  expenses.  Operating expense increased for the three
and six month  periods due to increases in payroll and related  benefits at most
of the Partnership's  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 six month periods due
to the refinancing of three of the Partnership's properties during 2003.

Included  in general and  administrative  expense at both June 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 June 30, 2004, the Partnership had cash and cash equivalents of approximately
$392,000  compared to  approximately  $1,248,000  at June 30, 2003.  For the six
months ended June 30, 2004, cash and cash  equivalents  decreased  approximately
$858,000 due to approximately  $663,000 of cash used in investing activities and
approximately  $939,000 of cash used in financing activities partially offset by
approximately  $744,000 of cash provided by operating activities.  Net cash used
in investing activities consisted of property  improvements and replacements and
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 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, including increased legal and audit fees.
Capital  improvements  planned  for  each of the  Partnership's  properties  are
detailed below.

Sunrunner Apartments

During  the  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately   $52,000  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 $62,000 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  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately  $20,000  of  capital  improvements  at  Misty  Woods  Apartments,
consisting  primarily of floor covering  replacements and an irrigation  system.
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  $115,000 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.

Vinings Peak Apartments

During  the  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately  $68,000  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  $95,000  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  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately   $142,000  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  $25,000 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  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately   $54,000  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 $81,000
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  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately  $40,000  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  $149,000  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  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately   $341,000  of  capital  improvements  at  Sandspoint  Apartments,
consisting  primarily of 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  $156,000  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 and the loan was  scheduled  to
mature on September 30, 2003.  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  $174,000,  which were capitalized and
included in other assets on the consolidated  balance sheet,  and interest,  the
Partnership received net proceeds of approximately $96,000.

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

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

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  $4,328,000
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  $17,121,000  matures  in May 2005 at  which  time
balloon  payments  of  approximately  $16,862,000  are  required.  The  mortgage
indebtedness  encumbering  Misty Woods  Apartments of  approximately  $4,915,000
matures  in  January  2006 at which  time a  balloon  payment  of  approximately
$4,777,000  is required.  The mortgage  indebtedness  encumbering  Vinings Peak,
Plantation  Crossing  and Woods Lake  Apartments  of  approximately  $19,854,000
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
six months ended June 30, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                        Six Months       Per Limited      Six Months      Per Limited
                          Ended          Partnership         Ended        Partnership
                      June 30, 2004         Unit         June 30, 2003        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,
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 53,711.66 limited partnership units
(the "Units") in the Partnership representing 60.15% of the outstanding Units at
June 30, 2004. A number of these Units were  acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will acquire  additional Units in exchange for cash or a combination of cash and
units in AIMCO  Properties,  L.P., the operating  partnership  of AIMCO,  either
through  private  purchases  or  tender  offers.  Pursuant  to  the  Partnership
Agreement,  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 60.15% 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.

                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

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

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

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

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

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

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

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

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

                  See Exhibit Index attached.

            b) Reports on Form 8-K:

                  None filed during the quarter ended June 30, 2004.



<PAGE>


                                   SIGNATURES



In accordance with 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: August 13, 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.

      10.5        Promissory  Note made December 15, 1995, by the  Registrant in
                  favor of Connecticut  General Life Insurance Company ("CIGNA")
                  in  the  principal  amount  of  $22,000,000  relating  to  the
                  refinancing of Wood Lake, Wood Ridge, and Plantation  Crossing
                  incorporated by reference to Exhibit 10.5 to the Partnership's
                  Annual  Report on Form 10-K for the year  ended  December  31,
                  1995.

      10.6        Form of Deed to Secure Debt and  Security  Agreement  from the
                  Registrant to CIGNA relating to the  refinancing of Wood Lake,
                  Wood Ridge, and Plantation Crossing  incorporated by reference
                  to Exhibit  10.6 to the  Partnership's  Annual  Report on Form
                  10-K for the year ended December 31, 1995.

      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.

      10.13       Multifamily  Note for  $4,480,000  dated June 25, 2003 between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets, Inc.

      10.14       Replacement  Reserve Agreement dated June 25, 2003 between
                  Century  Properties  Fund  XIX  and  KeyCorp  Real  Estate
                  Capital Markets, Inc.

      10.15       Repair  Escrow  Agreement  dated  June  25,  2003  between
                  Century  Properties  Fund  XIX  and  KeyCorp  Real  Estate
                  Capital Markets, Inc.

      10.16       Multifamily  Note for  $8,470,000  dated June 25, 2003 between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets, Inc.

      10.17       Replacement  Reserve Agreement dated June 25, 2003 between
                  Century  Properties  Fund  XIX  and  KeyCorp  Real  Estate
                  Capital Markets, Inc.

      10.18       Repair  Escrow  Agreement  dated  June  25,  2003  between
                  Century  Properties  Fund  XIX  and  KeyCorp  Real  Estate
                  Capital Markets, Inc.

      10.19       Multifamily  Note for  $7,500,000  dated June 25, 2003 between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets, Inc.

      10.20       Replacement  Reserve Agreement dated June 25, 2003 between
                  Century  Properties  Fund  XIX  and  KeyCorp  Real  Estate
                  Capital Markets, Inc.

      10.21       Repair  Escrow  Agreement  dated  June  25,  2003  between
                  Century  Properties  Fund  XIX  and  KeyCorp  Real  Estate
                  Capital Markets, Inc.

      10.22       Purchase and Sale Contract between  Registrant and Suncase
                  Corporation, dated June 11, 2003.

      10.23       First  Amendment  to the Purchase  and Sale  Contract  between
                  Registrant and Suncase Corporation, dated July 10, 2003.

      10.24       Second   Amendment  to  the  Purchase  and  Sale  Contract
                  between Registrant and Suncase  Corporation,  dated August
                  13, 2003.

      10.25       Assignment  Agreement  between Suncase  Corporate and McMillan
                  Development Associates, LP dated August 25, 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:  August 13, 2004

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of Century Properties
      Fund 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:  August 13, 2004

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



<PAGE>


Exhibit 32.1


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



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


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

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


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


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


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