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, 2006





[ ]

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



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









PART I  FINANCIAL INFORMATION



ITEM 1.

FINANCIAL STATEMENTS





CENTURY PROPERTIES FUND XIX



CONSOLIDATED BALANCE SHEET

(Unaudited)

(in thousands, except unit data)



June 30, 2006





|                                               |           |         
|---------------------------------------------- | --------- | --------
|Assets                                         |           |         
|Cash and cash equivalents                      |           | $  5,315
|Receivables and deposits                       |           | 360     
|Restricted escrows                             |           | 767     
|Other assets                                   |           | 1,179   
|Investment properties:                         |           |         
|Land                                           | $  6,627  |         
|Buildings and related personal property        | 62,540    |         
|                                               | 69,167    |         
|Less accumulated depreciation                  | (42,699)  | 26,468  
|                                               |           | $34,089 
|Liabilities and Partners' (Deficiency) Capital |           |         
|Liabilities                                    |           |         
|Accounts payable                               |           | $    221
|Tenant security deposit liabilities            |           | 187     
|Accrued property taxes                         |           | 376     
|Other liabilities                              |           | 426     
|Mortgage notes payable                         |           | 36,338  
|                                               |           |         
|Partners' (Deficiency) Capital                 |           |         
|General partner                                | $ (8,065) |         
|Limited partners (89,292 units issued and      |           |         
|outstanding)                                   | 4,606     | (3,459) 
|                                               |           | $34,089 





See Accompanying Notes to Consolidated Financial Statements

















CENTURY PROPERTIES FUND XIX



CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)





|                                |                |                |          |           
|------------------------------- | -------------- | -------------- | -------- | ----------
|                                | Three Months   | Six Months    
|                                | Ended June 30, | Ended June 30,
|                                | 2006           | 2005           | 2006     | 2005      
|                                |                | (Restated)     |          | (Restated)
|Revenues:                       |                |                |          |           
|Rental income                   | $ 2,269        | $ 2,145        | $ 4,471  | $ 4,263   
|Other income                    | 303            | 223            | 534      | 455       
|Casualty gain (Note C)          | 23             | 10             | 23       | 26        
|Total revenues                  | 2,595          | 2,378          | 5,028    | 4,744     
|                                |                |                |          |           
|Expenses:                       |                |                |          |           
|Operating                       | 1,271          | 1,165          | 2,513    | 2,214     
|General and administrative      | 113            | 109            | 227      | 222       
|Depreciation                    | 655            | 574            | 1,275    | 1,149     
|Interest                        | 435            | 483            | 865      | 977       
|Property taxes                  | 186            | 199            | 305      | 391       
|Total expenses                  | 2,660          | 2,530          | 5,185    | 4,953     
|                                |                |                |          |           
|Loss from continuing operations | (65)           | (152)          | (157)    | (209)     
|Loss from discontinued          |                |                |          |           
|operations (Notes A and D)      | (260)          | (118)          | (239)    | (256)     
|Gain on sale of discontinued    |                |                |          |           
|Operations (Note D)             | 17,314         | --             | 17,314   | --        
|Net income (loss)               | $16,989        | $(270)         | $16,918  | $(465)    
|                                |                |                |          |           
|Net income (loss) allocated to  |                |                |          |           
|general partner                 | $ 2,005        | $   (32)       | $ 1,996  | $   (55)  
|Net income (loss) allocated to  |                |                |          |           
|limited partners                | 14,984         | (238)          | 14,922   | (410)     
|                                |                |                |          |           
|                                | $16,989        | $(270)         | $16,918  | $(465)    
|                                |                |                |          |           
|Per limited partnership unit:   |                |                |          |           
|Loss from continuing operations | $ (0.63)       | $ (1.50)       | $ (1.55) | $ (2.06)  
|Loss from discontinued          |                |                |          |           
|operations                      | (2.58)         | (1.17)         | (2.36)   | (2.52)    
|Gain on sale of discontinued    |                |                |          |           
|operations                      | 171.02         | --             | 171.02   | --        
|Net income (loss)               | $167.81        | $(2.67)        | $167.11  | $(4.58)   
|                                |                |                |          |           
|Distribution per limited        |                |                |          |           
|partnership unit                | $150.44        | $--            | $150.44  | $--       



See Accompanying Notes to Consolidated Financial Statements





CENTURY PROPERTIES FUND XIX



CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL

(Unaudited)

(in thousands, except unit data)







|                               |             |           |          |         
|------------------------------ | ----------- | --------- | -------- | --------
|                               | Limited     |           |          |         
|                               | Partnership | General   | Limited  |         
|                               | Units       | Partner   | Partners | Total   
|                               |             |           |          |         
|Original capital contributions | 89,292      | $--       | $89,292  | $89,292 
|                               |             |           |          |         
|Partners' (deficiency) capital |             |           |          |         
|at December 31, 2005           | 89,292      | $ (9,787) | $ 3,117  | $(6,670)
|                               |             |           |          |         
|Distributions to Partners      |             | (274)     | (13,433) | (13,707)
|                               |             |           |          |         
|Net income for the six months  |             |           |          |         
|ended June 30, 2006            | --          | 1,996     | 14,922   | 16,918  
|                               |             |           |          |         
|Partners' (deficiency) capital |             |           |          |         
|at June 30, 2006               | 89,292      | $(8,065)  | $4,606   | $(3,459)





See Accompanying Notes to Consolidated Financial Statements







CENTURY PROPERTIES FUND XIX



CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)



|                                                           |                  |         
|---------------------------------------------------------- | ---------------- | --------
|                                                           | Six Months Ended
|                                                           | June 30,        
|                                                           | 2006             | 2005    
|Cash flows from operating activities:                      |                  |         
|Net income (loss)                                          | $ 16,918         | $  (465)
|Adjustments to reconcile net income (loss) to net cash     |                  |         
|provided by operating activities:                          |                  |         
|Depreciation                                               | 1,514            | 1,479   
|Amortization of loan costs                                 | 66               | 61      
|Gain on sale of investment property                        | (17,314)         | --      
|Loss on early extinguishment of debt                       | 78               | --      
|Casualty gain                                              | (23)             | (26)    
|Change in accounts:                                        |                  |         
|Receivables and deposits                                   | 143              | (91)    
|Other assets                                               | --               | (118)   
|Accounts payable                                           | (107)            | (71)    
|Tenant security deposit liabilities                        | (58)             | 7       
|Accrued property taxes                                     | 209              | 264     
|Due to affiliates                                          | --               | (75)    
|Other liabilities                                          | (79)             | 1       
|Net cash provided by operating activities                  | 1,347            | 966     
|                                                           |                  |         
|Cash flows from investing activities:                      |                  |         
|Property improvements and replacements                     | (2,128)          | (1,274) 
|Net insurance proceeds received                            | 57               | 33      
|Net withdrawals from (deposits to) restricted escrows      | 414              | (377)   
|Net proceeds from sale of property                         | 25,353           | --      
|Net cash provided by (used in) investing activities        | 23,696           | (1,618) 
|                                                           |                  |         
|Cash flows from financing activities:                      |                  |         
|Payments on mortgage notes payable                         | (554)            | (590)   
|Repayment of mortgage notes payable                        | (11,000)         | (16,836)
|Proceeds from mortgage notes payable                       | 3,050            | 22,000  
|Distributions to partners                                  | (13,707)         | --      
|Advances from affiliates                                   | --               | 622     
|Repayment of advances from affiliates                      | --               | (1,409) 
|Loan costs paid                                            | (85)             | (246)   
|Net cash (used in) provided by financing activities        | (22,296)         | 3,541   
|                                                           |                  |         
|Net increase in cash and cash equivalents                  | 2,747            | 2,889   
|Cash and cash equivalents at beginning of period           | 2,568            | 524     
|Cash and cash equivalents at end of period                 | $5,315           | $3,413  
|                                                           |                  |         
|Supplemental disclosure of cash flow information:          |                  |         
|Cash paid for interest                                     | $1,091           | $1,433  
|                                                           |                  |         
|Supplemental disclosure of non-cash activity:              |                  |         
|Property improvements and replacements in accounts payable | $95              | $398    



Approximately $681,000 and $110,000 of property improvements and replacements included in accounts payable at December 31, 2005 and 2004, respectively, were included in property improvements and replacements for the six months ended June 30, 2006 and 2005.



See Accompanying Notes to Consolidated Financial Statements

















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 (General Partner), 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, 2006 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2006. 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, 2005.



In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the accompanying consolidated statements of operations for the three and six months ended June 30, 2005 reflect the operations of Misty Woods Apartments, income of approximately $9,000 and $44,000, as income from discontinued operations due to its sale in October 2005 and includes approximately $331,000 and $666,000 of revenues generated by the property.  In addition, the accompanying consolidated statements of operations have been restated as of January 1, 2005 to reflect the operations of Sandspoint Apartments as loss from discontinued operations due to the sale of the property to a third party on April 21, 2006 (see Note D).  The operations of Sandspoint Apartments for the three and six months ended June 30, 2006 and 2005 were losses of approximately $260,000 and $239,000 and $127,000 and $300,000,  respectively.  Also included in loss from discontinued operations for the three and six months ended June 30, 2006 and 2005 were approximately $146,000 and $937,000 and $653,000 and $1,238,000, respectively, of revenues generated by the property.



Note B  Transactions with Affiliated Parties



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



Affiliates of the Managing General Partner receive 5% of gross receipts from all of the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $297,000 and $327,000 for the six months ended June 30, 2006 and 2005, 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 $96,000 and $99,000 for the six months ended June 30, 2006 and 2005, respectively, which is included in general and administrative expenses.



Pursuant to the Partnership Agreement, for managing the affairs of the Partnership, the General Partner is entitled to receive a Partnership management fee equal to 10% of the Partnership's adjusted cash from operations as distributed. No fee was earned during the six months ended June 30, 2006 and 2005 as 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. There were no advances during the six months ended June 30, 2006.  During the six months ended June 30, 2005, an affiliate of the Managing General Partner advanced the Partnership approximately $622,000 to pay property taxes and operating expenses at several investment properties. During the six months ended June 30, 2005, the Partnership paid approximately $1,458,000 in advances and accrued interest with the refinancing proceeds from Greenspoint Apartments. Interest on the credit line was charged at the prime rate plus 2%. Interest expense was approximately $34,000 for the six months ended June 30, 2005.



The Partnership insures its properties up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability, and vehicle liability.  The Partnership insures its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner.  During the six months ended June 30, 2006, the Partnership was charged by AIMCO and its affiliates approximately $289,000 for hazard insurance coverage and fees associated with policy claims administration.  Additional charges will be incurred by the Partnership during 2006 as other insurance policies renew later in the year.  The Partnership was charged by AIMCO and its affiliates approximately $207,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2005.



Note C - Casualties



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



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



In September 2005, one of the Partnerships investment properties, Vinings Peak Apartments, incurred damages as a result of water damage from a water heater.  As a result of the damages, approximately $25,000 of undepreciated damaged assets were written off during the year ended December 31, 2005.  The Partnership recognized a casualty loss of approximately $2,000 during 2005, which was included in operating expenses.  During the six months ended June 30, 2006, the Partnership received approximately $26,000 in insurance proceeds and recognized a casualty gain of approximately $3,000, which is included in operating expenses.



In January 2006, Plantation Crossing Apartments experienced damage from a storm. As a result of the damages, approximately $8,000 of undepreciated damaged assets were written off during the six months ended June 30, 2006.  During the six months ended June 30, 2006 the Partnership received approximately $31,000  in insurance proceeds and recognized a casualty gain of approximately $23,000.



Note D  Sale of Investment Property



On April 21, 2006, the Partnership sold Sandspoint Apartments to a third party for a gross sale price of approximately $25,700,000.  The net proceeds realized by the Partnership were approximately $25,353,000 after payment of closing costs.  The Partnership used $11,000,000 of the net proceeds to repay the mortgage encumbering the property.  As a result of the sale, the Partnership recorded a gain of approximately $17,314,000 and a loss on the early extinguishment of debt of approximately $78,000 due to the write off of unamortized loan costs, which is included in loss from discontinued operations, during the second quarter of 2006. The propertys operations, loss of approximately $239,000 and $300,000 for the six months ended June 30, 2006 and 2005, respectively, are included in loss from discontinued operations.  Also included in loss from discontinued operations are revenues of approximately $937,000 and $1,238,000 for the six months ended June 30, 2006 and 2005, respectively.



Note E  Second Mortgage Note Payable



On June 30, 2006, the Partnership obtained an additional mortgage loan in the principal amount of $3,050,000 on its investment property, Tamarind Bay Apartments.  The additional mortgage loan requires monthly payments of interest only beginning on August 1, 2006 until July 1, 2009, at a fixed interest rate of 6.31%.  From August 1, 2009 through the maturity date of September 1, 2021, the additional mortgage loan requires monthly payments of principal and interest at a fixed interest rate of 6.31% per annum.  At maturity, a balloon payment of approximately $2,424,000 is due.  The Partnership may prepay the additional mortgage loan at any time with 30 days written notice to the lender subject to a prepayment penalty as defined in the loan agreement.



The terms of the existing mortgage note made by Federal Home Loan Mortgage Corporation, with a current balance of approximately $4,040,000, were modified as a result of securing the additional mortgage loan described above. The existing mortgage note now carries a fixed interest rate of 7.11% per annum, requires monthly payments of principal and interest of approximately $27,000, and a balloon payment of approximately $2,984,000 is due at maturity in September 2021.  The previous mortgage terms were a fixed interest rate of 7.06%, monthly payments of principal and interest of approximately $36,000, and the mortgage was scheduled to be fully amortized at maturity.



Note F  Refinancing of Mortgage Notes Payable



On May 17, 2005 the Partnership refinanced the mortgage encumbering Greenspoint Apartments. The refinancing replaced the previous mortgage indebtedness of approximately $7,977,000 with a new mortgage of $11,000,000. The mortgage was refinanced at a rate of 5.31% compared to the prior rate of 8.33%. Payments of approximately $66,000 are due on the first day of each month.  The mortgage matures on June 1, 2030, at which time it is scheduled to be fully amortized. The lender can exercise a call option on the mortgage on May 1, 2012 and every fifth anniversary thereafter. After payment of closing costs of approximately $114,000, which were capitalized and included in other assets on the consolidated balance sheet, and interest, the Partnership received net proceeds of approximately $2,880,000.



On May 27, 2005 the Partnership refinanced the mortgage encumbering Sandspoint Apartments. The refinancing replaced the previous mortgage indebtedness of approximately $8,859,000 with a new mortgage of $11,000,000. The new mortgage had a rate equal to the one-month LIBOR plus 145 basis points (4.79% at June 30, 2005) compared to the prior rate of 8.33%. The mortgage requires interest only payments until the loan matures on June 1, 2007.  The Partnership has the option to extend the maturity date of the mortgage for two additional six-month terms. In addition, the loan requires monthly escrow deposits and the Partnership was required to establish a repair escrow of approximately $370,000 at the closing.  After payment of closing costs of approximately $132,000, which were capitalized and included in other assets on the consolidated balance sheet, interest and the establishment of the repair escrow, the Partnership received net proceeds of approximately $1,626,000.



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 28, 2002, the trial court granted defendants motion to strike the complaint.  Plaintiffs took an appeal from this order.



On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. On June 13, 2003, the court granted final approval of the settlement and entered judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an appeal (the Appeal) seeking to vacate and/or reverse the order approving the settlement and entering judgment thereto. On May 4, 2004, the Objector filed a second appeal challenging the courts use of a referee and its order requiring Objector to pay those fees.



On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.  With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial courts order and remanded to the trial court for further findings on the basis that the state of the record is insufficient to permit meaningful appellate review.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial courts order striking the first amended complaint.



On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on
October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and ordered additional briefing from the parties and Objector. On June 30, 2006, the trial court entered an order confirming its approval of the class action settlement and entering judgment thereto after the Court of Appeals had remanded the matter for further findings.  The substantive terms of the settlement agreement remain unchanged.  The trial court also entered supplemental orders on July 1, 2006, denying Objectors Motion to File a Complaint in Intervention, Objectors Motion for Leave of Discovery and Objectors Motion to Dissolve the Anti-Suit Injunction.  Notice of Entry of Judgment was served on July 10, 2006.



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



AIMCO Properties L.P. and NHP Management Company, both affiliates of the Managing General Partner, are defendants in a lawsuit alleging that they willfully violated the Fair Labor Standards Act (FLSA) by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. The complaint, filed in the United States District Court for the District of Columbia, attempts to bring a collective action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call." Additionally, the complaint alleges AIMCO Properties L.P. and NHP Management Company failed to comply with the FLSA in compensating maintenance workers for time that they worked in excess of 40 hours in a week.   In June 2005 the court conditionally certified the collective action on both the on-call and overtime issues.  Approximately 1,049 individuals opted in to the class. The defendants are moving to decertify the collective action on both issues in briefs to be filed by August 15, 2006.  Because the court denied plaintiffs motion to certify state subclasses, on September 26, 2005, the plaintiffs filed a class action with the same allegations in the Superior Court of California (Contra Costa County), and on November 5, 2005 in Montgomery County Maryland Circuit Court.  The California case has been stayed, and the defendants have moved to stay the Maryland case as well. Although the outcome of any litigation is uncertain, AIMCO Properties, L.P. does not believe that the ultimate outcome will have a material adverse effect on its consolidated financial condition or results of operations. Similarly, the Managing General Partner does not believe that the ultimate outcome will have a material adverse effect on the Partnerships consolidated financial condition or results of operations.



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



Environmental



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



Mold



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



Note H  Subsequent Event



Subsequent to June 30, 2006, the Partnership paid a distribution from remaining Sandspoint Apartments sales proceeds of approximately $4,145,000 or $45.49 per limited partnership unit.



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 five apartment complexes. The following table sets forth the average occupancy of the properties for the six months ended June 30, 2006 and 2005:



|                            |                   |     
|--------------------------- | ----------------- | ----
|                            | Average Occupancy
|Property                    | 2006              | 2005
|                            |                   |     
|Tamarind Bay Apartments     | 97%               | 96% 
|St. Petersburg, Florida     |                   |     
|Vinings Peak Apartments (1) | 87%               | 95% 
|Atlanta, Georgia            |                   |     
|Plantation Crossing         | 90%               | 92% 
|Atlanta, Georgia            |                   |     
|Wood Lake Apartments        | 92%               | 94% 
|Atlanta, Georgia            |                   |     
|Greenspoint Apartments (2)  | 97%               | 93% 
|Phoenix, Arizona            |                   |     



(1)

The Managing General Partner attributes the decrease in occupancy at Vinings Peak Apartments to a decrease in area housing costs and the elimination of short-term leases.



(2)

The Managing General Partner attributes the increase in occupancy at Greenspoint Apartments to favorable market conditions and 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 income for the three and six months ended June 30, 2006 was approximately $16,989,000 and $16,918,000, respectively, compared with a net loss of approximately $270,000 and $465,000 for the three and six months ended June 30, 2005, respectively. The increase in net income for both periods is primarily due to the recognition of the gain on the sale of Sandspoint Apartments.



On April 21, 2006, the Partnership sold Sandspoint Apartments to a third party for a gross sales price of $25,700,000. The net proceeds realized by the Partnership were approximately $25,353,000 after payment of closing costs. The Partnership used approximately $11,000,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership realized a gain of approximately $17,314,000 as a result of the sale. In addition, the Partnership recorded a loss on early extinguishment of debt of approximately $78,000 as a result of unamortized loan costs being written off. This amount is included in loss from discontinued operations. In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the consolidated statements of operations have been restated as of January 1, 2005 to reflect the operations of Sandspoint Apartments as loss from discontinued operations due to its sale.  The propertys operations, loss of approximately $239,000 and $300,000 for the six months ended June 30, 2006 and 2005, respectively, are included in loss from discontinued operations.  Also included in loss from discontinued operations for the six months ended June 30, 2006 and 2005 are revenues of approximately $937,000 and $1,238,000, respectively.



The Partnerships loss from continuing operations for the three and six months ended June 30, 2006 was approximately $65,000 and $157,000, respectively, as compared to loss from continuing operations of approximately $152,000 and $209,000 for the three and six months ended June 30, 2005. The decrease in loss from continuing operations for both the three and six months ended June 30, 2006 is due to an increase in total revenues partially offset by an increase in total expenses. Total revenues increased primarily due to increases in rental income and other income.  Rental income increased due to an increase in occupancy at two investment properties and an increase in the average rental rate at all of the investment properties, partially offset by a decrease in occupancy at three investment properties.  Other income increased due to an increase in interest income and an increase in lease cancellation fees at two investment properties.



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



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



In September 2005, one of the Partnerships investment properties, Vinings Peak Apartments, incurred damages as a result of water damage from a water heater.  As a result of the damages, approximately $25,000 of undepreciated damaged assets were written off during the year ended December 31, 2005.  The Partnership recognized a casualty loss of approximately $2,000 during 2005, which was included in operating expenses.  During the six months ended June 30, 2006, the Partnership received approximately $26,000 in insurance proceeds and recognized a casualty gain of approximately $3,000, which is included in operating expenses.



In January 2006, Plantation Crossing Apartments experienced damage from a storm. As a result of the damages, approximately $8,000 of undepreciated damaged assets were written off during the six months ended June 30, 2006.  During the six months ended June 30, 2006 the Partnership received approximately $31,000 in insurance proceeds and recognized a casualty gain of approximately $23,000.



Total expenses increased for the three and six months ended June 30, 2006 as a result of an increase in operating and depreciation expenses partially offset by decreases in interest and property tax expenses.  Operating expenses increased for the three months ended June 30, 2006 due to an increase in salaries and related payroll benefits and resident eviction costs at all five investment properties and an increase in contract services at four investment properties, partially offset by a decrease in advertising at Plantation Crossing.  Depreciation expense increased for both the three and six months ended June 30, 2006 due to property improvements and replacements placed into service over the past twelve months.  Interest expense decreased for the three and six months ended June 30, 2006 as a result of scheduled principal payments that reduced the carrying balance of the mortgages encumbering the investment properties, capitalized interest at Tamarind Bay Apartments related to ongoing redevelopment and the refinancing of Greenspoint Apartments in May of 2005 at a lower interest rate. Property tax expense decreased for the three months ended June 30, 2006 due to a decrease in the assessed value of Vinings Peak Apartments. Property tax expense decreased for the six months ended June 30, 2006 due to a refund of taxes for a prior period at Greenspoint Apartments during 2006.  Operating expenses increased for the six months ended June 30, 2006 due to an increase in salaries and related payroll benefits at all five investment properties, an increase in hazard insurance premiums at three investment properties and an increase in contract services at four investment properties, partially offset by a decrease in advertising at four investment properties.



Included in general and administrative expense for the three and six months ended June 30, 2006 and 2005 are management reimbursements to the Managing General Partner as allowed under the Partnership Agreement. Also included in general and administrative expenses are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.



Liquidity and Capital Resources



At June 30, 2006, the Partnership had cash and cash equivalents of approximately $5,315,000 compared to approximately $3,413,000 at June 30, 2005.  For the six months ended June 30, 2006, cash and cash equivalents increased approximately $2,747,000 from December 31, 2005 due to approximately $1,347,000 and $23,696,000 of cash provided by operating and investing activities, respectively, partially offset by approximately $22,296,000 of cash used in financing activities.  Net cash provided by investing activities consisted of sale proceeds received, insurance proceeds received and net withdrawals from restricted escrows partially offset by property improvements and replacements.  Net cash used in financing activities consisted of principal payments on the mortgages encumbering the Partnerships properties, the payoff of the mortgage due to the sale of Sandspoint Apartments, distributions to partners and loan costs paid partially offset by a second mortgage on Tamarind Bay Apartments. The Partnership invests its working capital reserves in interest bearing accounts.



An affiliate of the Managing General Partner has made available to the Partnership a credit line of up to $150,000 per property owned by the Partnership. There were no advances during the six months ended June 30, 2006.  During the six months ended June 30, 2005, an affiliate of the Managing General Partner advanced the Partnership approximately $622,000 to pay property taxes and operating expenses at several investment properties.  During the six months ended June 30, 2005, the Partnership paid approximately $1,458,000 in advances and accrued interest with the refinancing proceeds from Greenspoint Apartments. Interest on the credit line was charged at the prime rate plus 2%. Interest expense was approximately $34,000 for the six months ended June 30, 2005.



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



Wood Lake Apartments



During the six months ended June 30, 2006, the Partnership completed approximately $195,000 of capital improvements at the property consisting primarily of floor covering, appliance and roof replacements. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006.  Such capital expenditures will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property.



Greenspoint Apartments



During the six months ended June 30, 2006, the Partnership completed approximately $334,000 of capital improvements at the property consisting primarily of furniture and fixture upgrades, interior lighting, air conditioning replacements, and floor covering replacements. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006.  Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



Vinings Peak Apartments



During the six months ended June 30, 2006, the Partnership completed approximately $201,000 of capital improvements at the property consisting primarily of roof, heating unit, floor covering, and appliance replacements. These improvements were funded from insurance proceeds and operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006.  Such capital expenditures will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property.



Plantation Crossing Apartments



During the six months ended June 30, 2006, the Partnership completed approximately $173,000 of capital improvements at the property consisting primarily of casualty repairs, and floor covering, dumpster enclosures, and signage replacements. These improvements were funded from operating cash flow and insurance proceeds. The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006.  Such capital expenditures will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property.



Tamarind Bay Apartments



During the six months ended June 30, 2006, the Partnership completed approximately $533,000 of capital improvements at Tamarind Bay Apartments arising from the redevelopment of the property, which includes capitalization of construction period  interest costs of approximately $14,000 for the six months ended June 30, 2006. Additional capital improvements of approximately $88,000 were also completed which consisted primarily of kitchen and bath upgrades, appliance replacements, interior painting, and floor covering replacements. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property.  The property is currently undergoing a redevelopment project in order to become more competitive with other properties in the area in an effort to increase occupancy at the property. Based on current redevelopment plans, the Managing General Partner anticipates the redevelopment to be completed in November 2006 at a total estimated cost of approximately $2,582,000 of which approximately $1,823,000 was completed as of June 30, 2006.  The balance of the costs associated with the redevelopment of approximately $759,000 are expected to be funded from operating cash flow and Partnership reserves. In addition to the redevelopment project, certain routine capital expenditures are anticipated during 2006. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



Sandspoint Apartments



During the six months ended June 30, 2006, the Partnership completed approximately $18,000 of capital improvements at the property consisting primarily of floor covering replacements. There improvements were funded from operating cash flow. The property was sold to a third party on April 21, 2006.



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



The Partnerships assets are thought to be sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. On June 30, 2006, the Partnership obtained an additional mortgage loan in the principal amount of $3,050,000 on its investment property, Tamarind Bay Apartments.  The additional mortgage loan requires monthly payments of interest only beginning on August 1, 2006 until July 1, 2009, at a fixed interest rate of 6.31%.  From August 1, 2009 through the maturity date of September 1, 2021, the additional mortgage loan requires monthly payments of principal and interest at a fixed interest rate of 6.31% per annum.  At maturity a balloon payment of approximately $2,424,000 is due.  The Partnership may prepay the additional mortgage loan at any time with 30 days written notice to the lender subject to a prepayment penalty as defined in the loan agreement.



The terms of the existing mortgage note made by Federal Home Loan Mortgage Corporation, with a current balance of approximately $4,040,000, were modified as a result of securing the additional mortgage loan described above. The existing mortgage note now carries a fixed interest rate of 7.11% per annum, requires monthly payments of principal and interest of approximately $27,000, and a balloon payment of approximately $2,984,000 is due at maturity in September 2021.  The previous mortgage terms were a fixed interest rate of 7.06%, monthly payments of principal and interest of approximately $36,000, and the mortgage was scheduled to be fully amortized at maturity.



The mortgage indebtedness encumbering Greenspoint Apartments of approximately $10,783,000 matures in June 2030, at which time the loan is scheduled to be fully amortized. The lender can exercise a call option on the Greenspoint mortgage on May 1, 2012 and every fifth anniversary thereafter. The mortgage indebtedness encumbering Vinings Peak, Plantation Crossing and Woods Lake Apartments of approximately $18,465,000 matures in July 2013 at which time balloon payments of approximately $12,521,000 are required. Sandspoint Apartments was sold to a third
party and the mortgage was repaid from sales proceeds. 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 Partnership distributed the following amounts during the six months ended June 30, 2006 and 2005 (in thousands, except per unit data):



|                  |               |             |               |            
|----------------- | ------------- | ----------- | ------------- | -----------
|                  | Six Months    | Per Limited | Six Months    | Per Limited
|                  | Ended         | Partnership | Ended         | Partnership
|                  | June 30, 2006 | Unit        | June 30, 2005 | Unit       
|                  |               |             |               |            
|Sale proceeds (1) | $13,707       | $150.44     | $--           | $--        



(1)

Proceeds from the sale of Sandspoint Apartments in April 2006.



Future cash distributions will depend on the levels of net cash generated from operations, the availability of cash reserves and the timing of debt maturities, property sales and/or refinancings. The Partnership's cash available for distribution is reviewed on a monthly basis. Subsequent to June 30, 2006, the Partnership distributed approximately $4,145,000 ($45.49 per limited partnership unit) from the sales proceeds of Sandspoint Apartments. There can be no assurance that the Partnership will generate sufficient funds from operations, after planned capital improvement expenditures, to permit any additional distributions to its partners in 2006.



Other



In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 58,717.66 limited partnership units (the "Units") in the Partnership representing 65.76% of the outstanding Units at June 30, 2006. 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 General Partner. As a result of its ownership of 65.76% of the outstanding Units, AIMCO and its affiliates are in a position to influence all such voting decisions with respect to the Partnership. However, with respect to the 25,228.66 Units acquired on January 19, 1996, AIMCO IPLP, L.P. ("IPLP"), an affiliate of the General Partner and of AIMCO, agreed to vote such Units: (i) against any increase in compensation payable to the General Partner; 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 General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to both the General Partner and AIMCO as the sole stockholder of the Managing General Partner. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.



Critical Accounting Policies and Estimates



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



Impairment of Long-Lived Assets



Investment properties are recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable.  If events or circumstances indicate that the carrying amount of a property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnerships estimate of the undiscounted future cash flows, excluding interest charges, of the property.   If the carrying amount exceeds the aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.



Real property investment is 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, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing.  Any adverse changes in these factors could cause impairment of the Partnerships assets.



Capitalized Costs Related to Redevelopment & Construction Projects



The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects. Costs associated with redevelopment projects are capitalized in accordance with Statement of Financial Accounting Standard (SFAS) No. 67, Accounting for Costs and the Initial Rental Operations of Real Estate Properties. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level.  The Partnership capitalizes interest, property taxes and operating costs in accordance with SFAS No. 34 Capitalization of Interest Costs during periods in which redevelopment and construction projects are in progress.



Revenue Recognition



The Partnership generally leases apartment units for twelve-month terms or less.  The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease.  The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.



ITEM 3.

CONTROLS AND PROCEDURES



(a)

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



(b)

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



PART II - OTHER INFORMATION





ITEM 1.

LEGAL PROCEEDINGS



In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its Managing General Partner and several of their affiliated partnerships and corporate entities. The action purported to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) that are named as nominal defendants, challenging, among other things, the acquisition of interests in certain Managing General Partner entities by Insignia Financial Group, Inc. ("Insignia") and entities that were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the series of transactions which closed on October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties Trust, respectively, were merged into AIMCO. The plaintiffs sought monetary damages and equitable relief, including judicial dissolution of the Partnership. In addition, during the third quarter of 2001, a complaint captioned Heller v. Insignia Financial Group (the "Heller action") was filed against the same defendants that are named in the Nuanes action. On or about August 6, 2001, plaintiffs filed a first amended complaint. The Heller action was brought as a purported derivative action, and asserted claims for, among other things, breach of fiduciary duty, unfair competition, conversion, unjust enrichment, and judicial dissolution. On January 28, 2002, the trial court granted defendants motion to strike the complaint.  Plaintiffs took an appeal from this order.



On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. On June 13, 2003, the court granted final approval of the settlement and entered judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an appeal (the Appeal) seeking to vacate and/or reverse the order approving the settlement and entering judgment thereto. On May 4, 2004, the Objector filed a second appeal challenging the courts use of a referee and its order requiring Objector to pay those fees.



On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.  With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial courts order and remanded to the trial court for further findings on the basis that the state of the record is insufficient to permit meaningful appellate review.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial courts order striking the first amended complaint.



On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and ordered additional briefing from the parties and Objector. On June 30, 2006, the trial court entered an order confirming its approval of the class action settlement and entering judgment thereto after the Court of Appeals had remanded the matter for further findings.  The substantive terms of the settlement agreement remain unchanged.  The trial court also entered supplemental orders on July 1, 2006, denying Objectors Motion to File
a Complaint in Intervention, Objectors Motion for Leave of Discovery and Objectors Motion to Dissolve the Anti-Suit Injunction.  Notice of Entry of Judgment was served on July 10, 2006.



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



AIMCO Properties L.P. and NHP Management Company, both affiliates of the Managing General Partner, are defendants in a lawsuit alleging that they willfully violated the Fair Labor Standards Act (FLSA) by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. The complaint, filed in the United States District Court for the District of Columbia, attempts to bring a collective action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call." Additionally, the complaint alleges AIMCO Properties L.P. and NHP Management Company failed to comply with the FLSA in compensating maintenance workers for time that they worked in excess of 40 hours in a week.   In June 2005 the court conditionally certified the collective action on both the on-call and overtime issues.  Approximately 1,049 individuals opted in to the class. The defendants are moving to decertify the collective action on both issues in briefs to be filed by August 15, 2006.  Because the court denied plaintiffs motion to certify state subclasses, on September 26, 2005, the plaintiffs filed a class action with the same allegations in the Superior Court of California (Contra Costa County), and on November 5, 2005 in Montgomery County Maryland Circuit Court.  The California case has been stayed, and the defendants have moved to stay the Maryland case as well. Although the outcome of any litigation is uncertain, AIMCO Properties, L.P. does not believe that the ultimate outcome will have a material adverse effect on its consolidated financial condition or results of operations. Similarly, the Managing General Partner does not believe that the ultimate outcome will have a material adverse effect on the Partnerships consolidated financial condition or results of operations.



ITEM 5.

OTHER INFORMATION



None.



ITEM 6.

EXHIBITS



See Exhibit Index.















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                 
|                      | General Partner                       
|                      |                                       
|                      | By:
FOX CAPITAL MANAGEMENT CORPORATION
|                      | Managing General Partner              
|                      |                                       
|Date: August 14, 2006 | By:   /s/Martha L. Long               
|                      | Martha L. Long                        
|                      | Senior Vice President                 
|                      |                                       
|Date: August 14, 2006 | By:   /s/Stephen B. Waters            
|                      | Stephen B. Waters                     
|                      | Vice President                        













CENTURY PROPERTIES 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.



10.12

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



10.13

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



10.16

Multifamily Note dated June 25, 2003 between Century Properties Fund XIX and KeyCorp Real Estate Capital Markets, Inc., incorporated by reference to Exhibit 10.16 on 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 on 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 dated June 25, 2003 between Century Properties Fund XIX and KeyCorp Real Estate Capital Markets, Inc., incorporated by reference to Exhibit 10.19 on 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 on 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 on Form 8-K dated June 25, 2003.



10.26

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



10.27

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



10.28

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



10.29

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



10.30

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



10.31

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



10.32

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



10.33

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



10.34

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



10.35

Purchase and Sale Contract between Century Properties Fund XIX and FF Realty LLC, dated February 20, 2006, incorporated by reference to Form 8-K dated February 20, 2006.



10.36

First Amendment to the Purchase and Sale Contract between Century Properties Fund XIX and FF Realty, LLC, dated March 27, 2006, incorporated by reference to Form 8-K dated March 22, 2006.



10.37

Multifamily Note dated June 30, 2006 between Century Properties Fund XIX, a California limited partnership and Capmark Finance Inc., a California corporation, incorporated by reference to Form 8-K dated June 30, 2006.



10.38

Amended and Restated Multifamily Note dated June 30, 2006 between Century Properties Fund XIX, a California limited partnership and Federal Home Loan Mortgage Corporation, incorporated by reference to Form 8-K dated June 30, 2006.



31.1

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



31.2

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



32.1

Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.













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 14, 2006

/s/Martha L. Long

Martha L. Long

Senior Vice President of Fox Capital Management Corporation, equivalent of the chief executive officer of the Partnership













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 14, 2006

/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 June 30, 2006 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 14, 2006





/s/Stephen B. Waters

Name:  Stephen B. Waters

Date:  August 14, 2006





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.