UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K

(Mark One)

 X       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended December 31, 1995, or

___      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from ______________ to _______________

         Commission file number 0-8658

                          CENTURY PROPERTIES FUND XII
             (Exact name of Registrant as specified in its charter)

            CALIFORNIA                                94-2414893
(State or other jurisdiction of                     (I.R.S. Employer 
incorporation or organization)                     Identification No.)

               One Insignia Plaza, P.O. Box 1089
                 Greenville, South Carolina                      29602
           (Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code:           (864) 239-1000

          Securities registered pursuant to Section 12(b) of the Act:
                                      None

          Securities registered pursuant to Section 12(g) of the Act:
           Limited Partnership Units and Nonrecourse Promissory Notes

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

     No market for the Limited Partnership Units and Nonrecourse Promissory
Notes exists and therefore a market value for such Units or Notes cannot be
determined.


                 DOCUMENTS INCORPORATED HEREIN BY REFERENCE:

     Prospectus of Registrant dated October 7, 1977, as thereafter
supplemented incorporated in Parts I and IV.



                         CENTURY PROPERTIES FUND XII
                           (A limited partnership)

                                    PART I

Item 1.  Business.

     Century Properties Fund XII (the "Registrant") was organized in 1977 as a
California limited partnership under the Uniform Limited Partnership Act of
the California Corporations Code. Fox Capital Management Corporation (the
"Managing General Partner"), a California corporation, and Fox Realty
Investors ("FRI"), a California general partnership, are the general partners
of the Registrant.

     The Registrant's Registration Statement, filed pursuant to the Securities
Act of 1933 (No. 2-58978), was declared effective by the Securities and
Exchange Commission on October 7, 1977. The Registrant marketed its securities
pursuant to its Prospectus dated October 7, 1977, which was thereafter
supplemented (hereinafter the "Prospectus"). The Prospectus was filed with the
Securities and Exchange Commission pursuant to Rule 424(b) of the Securities
Act of 1933.

     The principal business of the Registrant is and has been to acquire, hold
for investment and ultimately sell income-producing real property. The
Registrant is a "closed" limited partnership real estate syndicate of the
unspecified asset type. For a further description of the business of the
Registrant, see the sections entitled "Risk Factors" and "Investment
Objectives and Policies" of the Prospectus.

     Beginning in October 1977 through August 1978, the Registrant offered and
sold $35,000,000 in Limited Partnership Units and $18,034,000 in Nonrecourse
Promissory Notes. The net proceeds of this offering were used to purchase
fifteen income-producing real properties, or interests therein. The
Registrant's original property portfolio was geographically diversified with
properties acquired in seven states. Two of these properties were originally
owned by joint ventures in which the Registrant had a 75 percent interest. The
Registrant's acquisition activities were completed on July 20, 1979, and since
then the principal activity of the Registrant has been managing its portfolio.
In the period from 1982 through 1992 one office complex, four shopping centers
and seven apartment buildings have been sold or otherwise disposed of. One of
the properties, originally sold in 1982, was reacquired through foreclosure in
1988 and acquired by the lender through foreclosure in April 1992. In
addition, two properties, originally sold in 1982, were reacquired through
foreclosure in 1989 (one of which was acquired by the lender through
foreclosure in April 1991). See, "Item 2, Properties" for a description of the
Registrant's properties.

     Due to the economic upturn and an increased demand for real property, the
Registrant is currently marketing its remaining properties for sale. See
"Property Matters" below.
 
     The Registrant is involved in only one industry segment, as described
above. The business of the Registrant is not seasonal. The Registrant does not

engage in any foreign operations or derive revenues from foreign sources.

     Both the income and the expenses of operating the properties owned by the
Registrant are subject to factors outside of the Registrant's control, such as
oversupply of similar rental facilities resulting from overbuilding, increases
in unemployment or population shifts, changes in zoning laws or changes in
patterns of needs of the users. Expenses such as local real estate taxes and
management expenses are subject to change and cannot always be reflected in
rental increases due to market conditions or existing leases. The
profitability and marketability of developed real property may be adversely
affected by changes in general and local economic conditions and in prevailing
interest rates, and favorable changes in such factors will not necessarily
enhance the profitability or marketability of such properties. Even under the
most favorable market conditions, there is no guarantee that any property
still owned by the Registrant can be sold or, if sold, that such sale can be
made upon favorable terms.

     It is possible that legislation on the state or local level may be
enacted in the states where the Registrant's properties are located which may
include some form of rent control. There have been, and it is possible there
may be other Federal, state and local legislation and regulations enacted
relating to the protection of the environment. The Managing General Partner is
unable to predict the extent, if any, to which such new legislation or
regulations might occur and the degree to which such existing or new
legislation or regulations might adversely affect the properties still owned
by the Registrant.

     The Registrant monitors its properties for evidence of pollutants, toxins
and other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. Dry cleaning chemicals have been found in
the soil at the Registrant's Indian River property.

     The Registrant maintains property and liability insurance on the
properties and believes such coverage to be adequate.

     With respect to the Promissory Note holders, they have received full
payment of principal and interest and it is expected they will not receive any
residual interest. For the Limited Partners, it appears that the original
investment objective of capital growth from the inception of the Registrant
will not be attained and that a significant portion of invested capital will
not be returned to investors. The Registrant's remaining properties have been
held longer than originally expected.

Property Matters

     Country Club Plaza - During the first quarter of calendar 1994, the
Registrant received a lease buy-out payment of $155,000 from a tenant which
ceased operations and vacated the premises in September 1993. Such amount was
added to working capital reserves. See "Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operation" for information
relating to a potential lease restructuring for a primary tenant.

     Parkside Apartments - On June 1, 1994, the Registrant satisfied the first

mortgage encumbering Parkside Apartments in the amount of $1,323,000. The
Registrant incurred a $33,000 prepayment premium in connection with the
satisfaction of the mortgage. The Registrant now owns this property free and
clear of all mortgages.

     Indian River Shopping Center - On February 13, 1996, the Registrant
entered into a contract to sell its Indian River Shopping Center to an
unaffiliated third party, for a purchase price of $3,420,000. The sale is
scheduled to close at the end of March 1996 and is conditioned upon the
purchaser receiving a satisfactory letter from the Arizona Department of
Environmental Quality.

Employees

     Services are performed for the Registrant at Parkside Apartments by
on-site personnel all of whom are employees of NPI-AP Management, L.P.
("NPI-AP"), an affiliate of the Managing General Partner, which directly
manages the Registrant's Parkside Apartments. All payroll and associated
expenses of such on-site personnel are fully reimbursed by the Registrant to
NPI-AP. Pursuant to a management agreement, NPI-AP provides certain property
management services to the Registrant in addition to providing on-site
management. With respect to the Registrant's commercial properties, management
is performed by unaffiliated third party management companies pursuant to
management agreements with such third parties. The Registrant has not
employees.

Change in Control

     From March 1988 through December 1993, the Registrant's affairs were
managed by Metric Management, Inc. ("MMI") or a predecessor. On December 16,
1993, the services agreement with MMI was modified and, as a result thereof,
the Managing General Partner began directly providing real estate advisory and
asset management services to the Registrant. As advisor, such affiliate
provides all partnership accounting and administrative services, investment
management, and supervisory services over property management and leasing.

     On December 6, 1993, the shareholders of the Managing General Partner
entered into a Voting Trust Agreement with NPI Equity Investments II, Inc.
("NPI Equity II") pursuant to which NPI Equity II was granted the right to
vote 100% of the outstanding stock of the Managing General Partner. In
addition, NPI Equity II became the managing partner of FRI. As a result, NPI
Equity II indirectly became responsible for the operation and management of
the business and affairs of the Registrant and the other investment
partnerships originally sponsored by the Managing General Partner and/or FRI.
The individuals who had served previously as partners of FRI and as officers
and directors of the Managing General Partner contributed their general
partnership interests in FRI to a newly formed limited partnership, Portfolio
Realty Associates, L.P. ("PRA"), in exchange for limited partnership interests
in PRA. The shareholders of the Managing General Partner and the prior
partners of FRI, in their capacity as limited partners of PRA, continue to
hold indirectly certain economic interests in the Registrant and such other
investment limited partnerships, but have ceased to be responsible for the
operation and management of the Registrant and such other partnerships.


     On August 10, 1994, an affiliate of Apollo Real Estate Advisors, L.P.
("Apollo") obtained general and limited partnership interests in NPI-AP.

     On October 12, 1994, Apollo acquired one-third of the stock of National
Property Investors, Inc. ("NPI"), the parent corporation of NPI Equity II.
Pursuant to the terms of the stock acquisition, Apollo was entitled to
designate three of the seven directors of the Managing General Partner and NPI
Equity II. In addition, the approval of certain major actions on behalf of the
Registrant required the affirmative vote of at least five directors of the
Managing General Partner.

     On August 17, 1995, the stockholders of NPI entered into an agreement to
sell to an affiliate of Insignia Financial Group, Inc. ("Insignia"), a
Delaware corporation, all of the issued and outstanding common stock of NPI,
for an aggregate purchase price of $1,000,000. NPI is the sole shareholder of
NPI Equity II, the general partner of FRI, and the entity which controls the
Managing General Partner. The closing of the transactions contemplated by the
above mentioned agreement (the "Closing") occurred on January 19, 1996.

     Upon the Closing, the officers and directors of NPI, NPI Equity II and
the Managing General Partner resigned and IFGP Corporation caused new officers
and directors of each of those entities to be elected. See "Item 10, Directors
and Executive Officers of the Registrant."

The Tender Offer

     On October 12, 1994, affiliates of Apollo acquired (i) one-third of the
stock of the respective general partners of DeForest Ventures I L.P.
("DeForest I") and DeForest Ventures II L.P. and (ii) an additional equity
interest in NPI-AP (bringing its total equity interest in such entity to
one-third). NPI-AP is a limited partner of DeForest I which was formed for the
purpose of making tender offers for limited partnership units in the
Registrant as well as eleven affiliated limited partnerships.

     On January 19, 1996, DeForest I sold all of its interest in the
Registrant to MRI/CPF, L.L.C. ("MRI/CPF"), an entity owned by the former
stockholders of NPI. Pursuant to MRI/CPF's Schedule 13-D filed with the
Securities and Exchange Commission, MRI/CPF acquired 13,975.35 limited
partnership units or approximately 40% of the total limited partnership units
of the Registrant. (See "Item 12, Security Ownership of Certain Beneficial
Owners and Management.")

Competition

     The Registrant is affected by and subject to the general competitive
conditions of the commercial and industrial real estate. In addition, each of
the Registrant's properties competes in an area which normally contains
numerous other properties which may be considered competitive. See "Item 2,
Properties" for a description of the markets in which Registrant's properties
are located.

Item 2.  Properties.

     A description of the properties in which the Registrant has or has had an

ownership interest is as follows. All of the Registrant's remaining properties
are owned in fee.

<TABLE>
<CAPTION>

                                      Date of
Name and Location                    Purchase            Type                Size
-----------------                   ---------         ----------          ---------
<S>                                 <C>               <C>                 <C>
Country Club Plaza Shopping            12/77           Shopping             111,000
 Center                                                Center               sq. ft.
  Country Club Drive and         
  Southern Ave.                  
  Mesa, Arizona                  
                                 
Indian River Shopping                                  Shopping             87,000
 Center (1)                            12/77           Center               sq. ft.
  Thomas Road and Hayden Road    
  Scottsdale, Arizona            
                                 
Parkside Apartments (2)                11/78           Apartment              94
  1111 O'Connor Road                                   Building              units
  Irving, Texas                  
             
</TABLE>

________________
(1)      Property is currently under contract for sale.

(2)      Property reacquired through foreclosure in May 1988; originally sold in
         October 1982; acquired by the lender through foreclosure in April 1992.

     See, "Item 8, Financial Statements and Supplementary Data" for
information regarding any encumbrances to which the properties of the
Registrant are subject.

     The following chart sets forth the occupancy rate at the Registrant's
remaining properties for the year ended December 31, 1995, 1994, 1993, 1992,
and 1991:

                              OCCUPANCY SUMMARY

<TABLE>
<CAPTION>
                                                       Average
                                                  Occupancy Rate(%)
                                                  for the Year Ended
                                                      December 31,
                                           1995   1994   1993   1992   1991
                                          -----   ----   ----   ----   ---- 
<S>                                       <C>     <C>    <C>    <C>    <C>
Country Club Plaza Shopping Center          96     90      81    80     78
Indian River Shopping Center               100     93      98    99     95

Parkside Apartments                         96     95      86    80     94
                                                          
</TABLE>

                                  SIGNIFICANT TENANTS (1)
                                     December 31, 1995

<TABLE>
<CAPTION>
                                                                                       Annualized
                                     Square        Nature of         Expiration        Base Rent          Renewal
                                     Footage       Business          of Lease          Per Year(2)        Options(3)
                                     -------       ---------         -----------      ------------        ----------      
<S>                                 <C>           <C>                <C>              <C>                 <C>
Country Club Plaza
  Bookman's                          20,600        Book Store        2003              $103,000            -
  Drug Emporium                      24,650        Drug Store        2006              $130,450            2-5 Yr

Indian River
  Fabric Centers of                  10,200        Fabric            2000              $34,272             1-5 Yr
    America                                          Store
  ABCO Market                        28,500        Grocery           2000              $95,450             5-5 Yr
                                                     Store
</TABLE>

_______________

(1) Tenant occupying 10% or more of total rentable square footage of the
    property.

(2) Represents annualized base rent excluding potential additional rent
    due as operating expense reimbursements, percentage rents and future
    contractual escalations.

(3) The first number represents the number of renewal options. The second
    number represents the length of each option.

Item 3.  Legal Proceedings.

     Lawrence M. Whiteside, on behalf of himself and all others similarly
situated, v. Fox Capital Management Corporation et, al., Superior Court of the
State of California, San Mateo County, Case No. 390018. ("Whiteside")

     Bonnie L. Ruben and Sidney Finkel, on behalf of themselves and all others
similarly situated, v. DeForest Ventures I L.P., DeForest Capital I
Corporation, MRI Business Properties Fund, Ltd. II, MRI Business Properties
Fund, Ltd. III, NPI Equity Investments II, Inc., Montgomery Realty Company-84,
MRI Associates, Ltd. II, Montgomery Realty Company-85 and MRI Associates, Ltd.
III, United States District Court, Northern District of Georgia, Atlanta
Division("Ruben").

     Roger L. Vernon, individually and on behalf of all similarly situated
persons v. DeForest Ventures I L.P. et. al., Circuit Court of Cook County,
County Departments, Chancery Division, Case No. 94CH0100592. ("Vernon")


     James Andrews, et al., on behalf of themselves and all others similarly
situated v. Fox Capital Management Corporation, et al., United States District
Court, Northern District of Georgia, Atlanta Division, Case No.
1-94-CV-3351-JEC. ("Andrews")

     In the fourth quarter of 1994, limited partners in certain limited
partnerships affiliated with the Registrant, commenced actions in and against,
among others, the Managing General Partner. The actions alleged, among other
things, that the tender offers made by DeForest Ventures I L.P. ("DeForest I")
and DeForest Ventures II L.P. ("DeForest II") in October 1994, constituted (a)
a breach of the fiduciary duty owed by the Managing General Partner to the
limited partners of the Registrant, and (b) a breach of, and an inducement to
breach, the provisions of the Partnership Agreement of the Registrant. The
actions, which had been brought as class actions on behalf of limited partners
sought monetary damages in an unspecified amount and, in the Whiteside action,
to enjoin the tender offers. The temporary restraining order sought in the
Whiteside action was denied by the court on November 3, 1994 and on November
18, 1994, the court denied Whiteside a preliminary injunction.

     On March 16, 1995, the United States Court for the Northern District of
Georgia, Atlanta, Division, entered an order which granted preliminary
approval to a settlement agreement (the "Settlement Agreement") in the Ruben
and Andrews actions, conditionally certified two classes for purpose of
settlement, and authorized the parties to give notice to the classes of the
terms of the proposed settlement. Plaintiffs counsel in the Vernon and
Whiteside actions joined in the Settlement Agreement as well. The Settlement
Agreement received final approval on May 19, 1995, and the actions were
dismissed subject to satisfaction of the terms of the Settlement Agreement.
The two certified classes constituted all limited partners of the Registrant
and the eighteen other affiliated partnerships who either tendered their units
in connection with the October tender offers or continued to hold their units
in the Registrant and the other affiliated partnerships. Pursuant to the terms
of the Settlement Agreement, which were described in the notice sent to the
class members in March 1995, (and more fully described in the Amended
Stipulation of Settlement submitted in the court on March 14, 1995) all claims
which either were made or could have been asserted in any of the class actions
would be dismissed with prejudice and/or released. In consideration for the
dismissal and/or release of such claims, among other things, DeForest I paid
to each unit holder who tendered their units in the Registrant an amount equal
to 15% of the original tender offer price less attorney's fees and expenses.
In addition, DeForest I commenced a second tender offer on June 2, 1995 for an
aggregate number of units of the Registrant (including the units purchased in
the initial tender) constituting up to 49% of the total number of units of the
Registrant at a price equal to the initial tender price plus 15% less
attorney's fees and expenses. Furthermore, under the terms of the Settlement
Agreement, the Managing General Partner agreed, among other things, to provide
the Registrant a credit line of $150,000 per property which would bear
interest at the lesser of the prime rate plus 1% and the rate permitted under
the partnership agreement of the Registrant. The second tender offer closed on
June 30, 1995.

Item 4.  Submission of Matters to a Vote of Security Holders.


     No matter was submitted to a vote of security holders during the period
covered by this Report.

                                   PART II

Item 5. Market for the Registrant's Equity and Related Security Holder
        Matters.

     The Limited Partnership Unit holders and Promissory Note holders are
entitled to certain distributions as provided in the Registrant Agreement and
Trust Indenture. Through December 31, 1995, limited partners have received
distributions of $305.72 for each $1,000 of original investment. Promissory
Note holders have received a return of principal and $518.03 to $600.53 in
interest from each $1,000 note. No market for Limited Partnership Units or
Promissory Notes exists nor is expected to develop.

     No distributions from operations were made to Limited Partnership Unit
holders or Promissory Note holders during the years ended December 31, 1995
and 1994 except for a $34.29 per unit distribution made during the fourth
quarter of 1995. See "Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations" for a discussion of the
Registrant's financial ability to make distributions.

     As of March 1, 1995, the approximate number of holders of Limited
Partnership Units and Nonrecourse Promissory Notes was 2,337 and 1,986,
respectively.

Item 6.  Selected Financial Data.

     The following represents selected financial data for the Registrant for
the years ended December 31, 1995, 1994, 1993, 1992 and 1991. The data should
be read in conjunction with the financial statements and related notes
included elsewhere herein. This data is not covered by the independent
auditors' report.

<TABLE>
<CAPTION>

                                         For the Year Ended December 31,               
                                  1995     1994      1993      1992      1991
                                -------   ------   -------   -------   -------
                                    (Amounts in thousands except per unit data)
<S>                            <C>       <C>       <C>       <C>       <C>
TOTAL REVENUES                 $ 2,708   $ 2,174   $ 2,112   $ 3,540   $ 9,347  
                                =======   ======   =======   =======   =======
                  
INCOME BEFORE     
 EXTRAORDINARY ITEM            $   893   $   327  $   292   $   334   $ 3,261  
                  
EXTRAORDINARY ITEM - GAIN
 ON DEBT FORGIVENESS                -         -         -         -     1,939  
                               -------   ------   -------   -------   -------
                  
NET INCOME                     $   893   $  327   $   292   $   334   $ 5,200

                               =======   ======   =======   =======   =======
                           
NET INCOME PER LIMITED     
 PARTNERSHIP UNIT(1):      
   Income (loss) before 
    extraordinary item         $ 25.26   $ 9.26   $  8.26   $  9.46   $ 80.09  
   Extraordinary item - 
    gain on debt forgiveness         -        -         -         -     54.86  
                  
                                -------   ------   -------   -------   -------
NET INCOME                      $ 25.26   $ 9.26   $  8.26   $  9.46   $134.95
                                =======   ======   =======   =======   =======
                           
TOTAL ASSETS                    $ 8,592   $9,234   $10,323   $15,192   $23,284 
                                =======   ======   =======   ======    =======
LONG-TERM OBLIGATIONS:     
         Notes Payable          $ 3,002   $3,075   $ 4,480   $ 4,571   $12,935
                                =======   ======   =======   =======   =======
CASH DISTRIBUTIONS PER LIMITED      
 PARTNERSHIP UNIT               $ 34.29   $    -   $141.43   $     -   $     -  
                                =======   ======   =======   =======   =======
</TABLE>
             
_______________

(1) $1,000 original contribution per unit, based on units outstanding
     during the year after giving effect to net income (loss) allocated to the
     general partners.

Item 7. Management's Discussion and Analysis of Financial Condition and
        Results of Operations.

Liquidity and Capital Resources

     The Registrant's remaining real estate properties consist of two
commercial properties and one residential apartment complex. The properties
are located in Arizona and Texas. The properties are leased to tenants subject
to leases with original lease terms ranging from six months to one year for
the residential property and with remaining lease terms of up to eleven years
for the commercial properties. The Registrant receives rental income from its
properties and is responsible for operating expenses, administrative expenses,
capital improvements and debt service payments. All of the Registrant's
properties generated positive cash flow for the year ended December 31, 1995.
As of March 1, 1996, twelve of the fifteen properties originally purchased by
the Registrant were sold or otherwise disposed. The Registrant is currently
marketing its remaining properties for sale.

     The Registrant uses working capital reserves from any undistributed cash
flow from operations as its primary source of liquidity. On October 1, 1995,
the Registrant made a cash distribution of $1,200,000 ($34.29 per unit) to the
limited partners. The general partner received $12,000. To the extent the
Registrant is successful in selling its remaining properties, the Registrant
anticipates distributing the net proceeds of such sales, after payment of all
of the Registrant's expenses and the establishment of sufficient reserves, to

the partners and winding up the affairs of the Registrant.

     The level of liquidity based upon cash and cash equivalents experienced a
$470,000 decrease at December 31, 1995, as compared to December 31, 1994. The
Registrant's $955,000 of net cash provided by operating activities was offset
by $140,000 of cash used for improvements to real estate (investing
activities) and $1,285,000 of cash used in mortgage principal payments and
cash distributions to partners (financing activities). One of the major
tenants at the Registrant's Country Club Plaza Shopping Center restructured
its lease in connection with a pre-packaged bankruptcy filing, which became
effective in October 1995. The lease payments under the restructured lease
will be approximately 25 percent less than the current payments. Although cash
flow will be reduced, sufficient cash flow remains to fulfill property
obligations. The Registrant has no plans for any material capital expenditures
during the next twelve months. All other increases (decreases) in certain
assets and liabilities are the result of the timing of receipt and payment of
various operating activities.

     Working capital reserves are invested in a money market account or in
repurchase agreements secured by United States Treasury obligations. The
Managing General Partner believes that, if market conditions remain relatively
stable, cash flow from operations, when combined with current working capital
reserves, will be sufficient to fund required capital improvements and regular
debt service payments in the next twelve months and until January 1, 1999,
when a balloon payment of $2,749,000 is due on the note encumbering the
Registrant's Country Club Plaza property.

     A Phase I Environmental Assessment performed at the Registrant's Indian
River property disclosed the existence of dry cleaning chemicals in the soil.
The Registrant is currently performing a Phase II Environmental Assessment to
determine the type and level of the chemical. Upon completion of the Phase II,
the Registrant will be able to determine the effect such potential
contamination may have on the Registrant's liquidity and results of
operations.

     On February 13, 1996, the Registrant entered into a contract to sell its
Indian River shopping center to an unaffiliated third party for $3,420,000.
The completion of the sale is subject to due diligence and the purchaser
receiving a satisfactory letter from the Arizona Department of Environmental
Quality. The Registrant would recognize a gain from such sale.

     The Promissory Note Holders have received full payment of principal and
interest and will not receive any residual interest. For the Limited Partners,
it appears that the investment objective of capital growth will not be
attained and that a significant portion of invested capital will not be
returned to investors. The remaining properties have been held longer than
originally expected.

     As required by the terms of the settlement of the actions brought
against, among others, DeForest Ventures I L.P. ("DeForest I") relating to the
tender offer made by DeForest I in October 1994 (the "First Tender Offer") for
units of limited partnership interest in the Registrant and certain affiliated
partnerships, DeForest commenced a second tender offer (the "Second Tender
Offer") on June 2, 1995, for units of limited partnership interest in the

Registrant. Pursuant to the Second Tender Offer, DeForest I acquired an
additional 1,957 units of the Registrant which, when added to the units
acquired during the First Tender Offer, represents approximately 40% of the
total number of outstanding units of the Registrant. Also, in connection with
the settlement, an affiliate of the Managing General Partner has made
available to the Registrant a credit line of up to $150,000 per property owned
by the Registrant. The Registrant has no outstanding amounts due under this
line of credit. Based on present plans, the Managing General Partner does not
anticipate the need to borrow against the line of credit in the near future.
Other than cash and cash equivalents the line of credit is the Registrant's
only unused source of liquidity.

     On January 19, 1996, the stockholders of NPI, the sole shareholder of NPI
Equity II, sold to IFGP Corporation all of the issued and outstanding stock of
NPI. In addition, an affiliate of Insignia purchased the limited partnership
units held by DeForest I and certain of its affiliates. IFGP Corporation
caused new officers and directors of NPI Equity II and the Managing General
Partner to be elected. The Managing General Partner does not believe these
transactions will have a significant effect on the Registrant's liquidity or
results of operations. See "Item 1 Business-Change in Control".

     The extent to which invested capital is returned to investors is
dependent upon the performance of the Registrant's remaining properties and
the markets in which such properties are located and on the sales price of the
remaining properties. In this regard, the remaining properties have been held
longer than originally expected.

Real Estate Market

     The business in which the Registrant is engaged is highly competitive,
and the Registrant is not a significant factor in its industry. Each
investment property is located in or near a major urban area and, accordingly,
competes for rentals not only with similar properties in its immediate area
but with hundreds of similar properties throughout the urban area. Such
competition is primarily on the basis of location, rents, services and
amenities. In addition, the Registrant competes with significant numbers of
individuals and organizations (including similar partnerships, real estate
investment trusts and financial institutions) with respect to the sale of
improved real properties, primarily on the basis of the prices and terms of
such transactions.

Results of Operations

1995 Compared to 1994

     Operating results improved by $566,000 for the year ended December 31,
1995, as compared to 1994, as revenues increased by $534,000 while expenses
decreased by $32,000.

     Revenues increased by $534,000 due to increases in rental revenue of
$398,000 and interest and other income of $136,000. Rental revenue increased
due to an increase in occupancy at all of the Registrant's properties and an
increase in rental rates at the Registrant's Country Club Plaza Shopping
Center and Parkside Apartments Complex properties for the year ended December

31, 1995. Interest and other income increased due to an increase in average
working capital reserves available for investment and the reversal of a
$250,000 liability the Registrant had accrued in 1992 for potential recourse
liabilities with respect to the foreclosure of its Eastgate Apartments
property.

     Expenses decreased by $32,000 due to decreases in interest expense of
$84,000, general and administrative expense of $30,000, and depreciation
expense of $1,000, which were partially offset by an increase of $83,000 in
operating expense. Interest expense decreased due to the satisfaction of the
Parkside Apartments mortgage in April 1994 along with the amortization of
principal balance. General and administrative expenses decreased primarily due
to a decrease in asset management costs effective July 1, 1994. Operating
expense increased due to higher occupancy and general increase in expenses.
Depreciation expense remained constant.

1994 Compared to 1993

     Operating results improved by $35,000 for the year ended December 31,
1994, as compared to 1993, as the increase in revenues of $62,000 was
partially offset by an increase in expenses of $27,000.

     Revenues increased by $62,000 due to an increase in interest and other
income of $68,000 which was only slightly offset by a $6,000 decrease in
rental revenues. Interest and other income increased due to the receipt of a
lease termination payment from a former tenant, which was partially offset by
lower average working capital reserves available for investment as a result of
the $5,000,000 distribution in February 1993 and the repayment of the mortgage
encumbering the Registrant's Parkside Apartments property in June 1994. Rental
revenues decreased due to lower occupancy and rental rates at the Registrant's
Indian River Shopping Center, which was offset by increased occupancy at the
Registrant's Country Club Plaza and Parkside Apartments Complex.

     Expenses increased by $27,000 for the year ended December 31, 1994, as
compared to 1993. The increases in general and administrative expenses of
$64,000, depreciation expense of $12,000 and operating expenses of $23,000
were partially offset by a $72,000 decrease in interest expense. General and
administrative expenses increased due to costs associated with the management
transition, which was partially offset by a reduction in asset management
costs effective July 1, 1994. Depreciation expense increased due to the effect
of capital additions at each of the Registrant's properties. Operating
expenses increased primarily due to increased rent-up expenses at the
Registrant's Parkside Apartment complex. Interest expense decreased primarily
due to the satisfaction of the Parkside Apartments mortgage along with the
amortization of principal balances.



Item 8.   Financial Statements and Supplementary Data.


                          CENTURY PROPERTIES FUND XII
                            (A Limited Partnership)

                             FINANCIAL STATEMENTS
                         YEAR ENDED DECEMBER 31, 1995
                                       
                                     INDEX



<TABLE>
<CAPTION>
                                                                                                                           Page
                                                                                                                           ----
<S>                                                                                                                        <C>
Independent Auditors' Reports............................................................................................  F - 2
Financial Statements:
     Balance Sheets at December 31, 1995 and 1994........................................................................  F - 4
     Statements of Operations for the Years Ended December 31, 1995, 1994 and 1993.......................................  F - 5
     Statements of Partners' Equity for the Years Ended December 31, 1995, 1994 and 1993.................................  F - 6
     Statements of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993.......................................  F - 7
     Notes to Financial Statements.......................................................................................  F - 8
Financial Statement Schedule:
     Schedule III       -   Real Estate and Accumulated Depreciation at December 31, 1995................................  F - 15
</TABLE>

Financial  statement  schedules  not included  have been omitted  because of
the absence of  conditions  under which they are  required or because the 
information  is included elsewhere in the financial statements. 





To the Partners
Century Properties Fund XII
Greenville, South Carolina


                         Independent Auditors' Report


We have audited the accompanying  balance sheets of Century Properties Fund XII,
(a limited  partnership) (the  "Partnership") as of December 31, 1995 and 1994,
and the related statements of operations,  partners' equity and cash flows for
the years then ended.  Our audits also included the additional  information 
supplied  pursuant to Item 14(a)(2). These financial  statements are the 
responsibility  of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial  statements based on our audits.

We conducted our audits in accordance with generally  accepted auditing 
standards.  Those standards require that we plan and perform the audits to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes  examining,  on a test basis, 
evidence supporting the amounts and disclosures in the financial  statements. 
An audit also includes  assessing the accounting  principles  used and
significant  estimates made by management,  as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements referred to above present fairly, in
all material respects,  the financial position of Century Properties Fund XII as
of December 31, 1995 and 1994,  and the  results of its  operations  and its
cash flows for the years then ended in  conformity  with  generally  accepted 
accounting  principles.  Also in our opinion, the related financial statement
schedule,  when considered in relation to the basic financial  statements taken
as a whole,  presents fairly, in all material respects, the information set
forth therein.

                                                   IMOWITZ KOENIG & CO., LLP
                                                   
                                                   Certified Public Accountants


New York, N.Y.
February 13, 1996




INDEPENDENT AUDITORS' REPORT

Century Properties Fund XII:

We have audited the accompanying statements of operations, partners' equity and
cash flows of Century Properties Fund XII (a limited partnership) (the
"Partnership") for the year ended December 31, 1993. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the results of operations and cash flows of the Partnership for the
year ended December 31, 1993 in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP



San Francisco, California
March 18, 1994



                          CENTURY PROPERTIES FUND XII
                            (A Limited Partnership)

                                BALANCE SHEETS



                                                    DECEMBER 31,
                                              ----------------------
                                                 1995         1994
                                              ---------     --------
ASSETS

Cash and cash equivalents                     $  631,000   $1,101,000
Receivables and other assets                     217,000      111,000

Real Estate:

   Real estate                                12,180,000   12,040,000
   Accumulated depreciation                   (4,637,000)  (4,264,000)
                                              ----------   ---------- 
Real estate, net                               7,543,000    7,776,000

Deferred costs, net                              201,000      246,000
                                              ----------   ---------- 
  Total assets                                $8,592,000   $9,234,000
                                              ==========   ==========

LIABILITIES AND PARTNERS' EQUITY

Notes payable                                 $3,002,000   $3,075,000
Accrued expenses                                 243,000      243,000
Other liability                                        -      250,000
                                              ----------   ---------- 
  Total liabilities                            3,245,000    3,568,000


Partners' Equity:

 General partners                                  4,000        7,000
 Limited partners (35,000 units outstanding at
  December 31, 1995 and 1994)                  5,343,000    5,659,000
                                              ----------   ---------- 
  Total partners' equity                       5,347,000    5,666,000
                                              ----------   ---------- 
  Total liabilities and partners' equity      $8,592,000   $9,234,000
                                              ==========   ==========



                      See notes to financial statements.



                          CENTURY PROPERTIES FUND XII
                            (A Limited Partnership)
                                       
                           STATEMENTS OF OPERATIONS


                                         YEARS ENDED DECEMBER 31,
                                    ------------------------------------
                                       1995         1994         1993
                                    ----------   ----------   ----------
Revenues:
  Rental                            $2,389,000   $1,991,000   $1,997,000
  Interest and other income            319,000      183,000      115,000
                                    ----------   ----------   ----------
  Total revenues                     2,708,000    2,174,000    2,112,000
                                    ----------   ----------   ----------
Expenses (including $272,000 and 
 $164,000, paid to the general 
 partners and affiliates in 1995 
 and 1994):
  Interest                             238,000      322,000      394,000
  Operating                            942,000      859,000      836,000
  Depreciation                         373,000      374,000      362,000 
  General and administrative           262,000      292,000      228,000
                                    ----------   ----------   ----------
  Total expenses                     1,815,000    1,847,000    1,820,000
                                    ----------   ----------   ----------
Net income                          $  893,000   $  327,000   $  292,000
                                    ==========   ==========   ==========
Net income per limited partnership  
 unit                               $    25.26   $     9.26   $     8.26
                                    ==========   ==========   ==========
Cash distribution per limited 
 partnership unit                   $    34.29   $        -   $   141.43
                                    ==========   ==========   ==========


                      See notes to financial statements.


                          CENTURY PROPERTIES FUND XII
                            (A Limited Partnership)

                        STATEMENTS OF PARTNERS' EQUITY

                 YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993



                                  General     Limited       Total
                                  partners'   partners'    partners'
                                  equity      equity        equity
                                -----------  -----------  -----------
Balance - January 1, 1993       $    51,000  $ 9,996,000  $10,047,000

  Net income                          3,000      289,000      292,000

  Cash distributions                (50,000)  (4,950,000)  (5,000,000)
                                -----------  -----------  -----------

Balance - December 31, 1993           4,000    5,335,000    5,339,000

  Net income                          3,000      324,000      327,000
                                -----------  -----------  -----------

Balance - December 31, 1994           7,000    5,659,000    5,666,000

  Net income                          9,000      884,000      893,000

  Cash distributions                (12,000)  (1,200,000)  (1,212,000)
                                -----------  -----------  -----------
Balance - December 31, 1995       $   4,000  $ 5,343,000  $ 5,347,000
                                ===========  ===========  ===========


                      See notes to financial statements.


                          CENTURY PROPERTIES FUND XII
                            (A Limited Partnership)
                           STATEMENTS OF CASH FLOWS

                                                  YEARS ENDED DECEMBER 31,
                                             ----------------------------------
                                                1995        1994        1993
CASH FLOWS FROM OPERATING ACTIVITIES:        ----------  ----------  ----------
Net income                                   $  893,000  $  327,000  $  292,000
Adjustments to reconcile net income to 
 net cash provided by operating activities:
  Depreciation and amortization                 428,000     420,000     419,000
  Provision for doubtful receivable                   -           -      (5,000)
  Deferred costs paid                           (10,000)    (82,000)    (62,000)
  Changes in operating assets and liabilities:
     Receivables and other assets              (106,000)     (5,000)     30,000
     Accrued expenses                                 -     (11,000)    (70,000)
     Other liability                           (250,000)          -           -
                                              ---------   ---------  ---------
Net cash provided by operating activities       955,000     649,000     604,000
                                              ---------   ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate                       (140,000)   (204,000)  (315,000)
Purchase of cash investments                          -           - (1,982,000)
Proceeds from cash investments                        -   1,486,000  2,464,000
Proceeds from granting of utility easement            -           -      8,000
                                              ---------   ---------  ---------
Net cash (used in) provided by investing
 activities                                    (140,000)  1,282,000    175,000
                                              ---------   ---------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of notes payable                               (1,323,000)         -
Notes payable principal payments                (73,000)    (82,000)   (91,000)
Cash distributions to partners               (1,212,000)          - (5,000,000)
                                              ---------   ---------  ---------
Cash used in financing activities            (1,285,000) (1,405,000)(5,091,000)
                                              ---------   ---------  ---------
(Decrease) Increase in Cash 
  and Cash Equities                            (470,000)    526,000 (4,312,000)
Cash and Cash Equivalents at Beginning 
 of year                                      1,101,000     575,000  4,887,000
                                              ---------  ---------- ----------
Cash and Cash Equivalents at End of Year      $ 631,000  $1,101,000 $  575,000
                                              =========  ========== ==========
Supplemental Disclosure of Cash flow 
 Information: 
    Interest paid in cash during the year     $ 233,000  $  329,000 $  393,000
                                              =========  ========== ==========

                      See notes to  financial statements.

                          CENTURY PROPERTIES FUND XII
                            (A Limited Partnership)
                                       
                         NOTES TO FINANCIAL STATEMENTS
                 YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                       


1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Organization

       Century Properties Fund XII (the "Partnership") is a limited 
       partnership organized under the laws of the State of California to
       acquire, hold for investment, and ultimately sell income-producing 
       real estate. The Partnership currently owns two shopping centers in
       Arizona and a residential apartment complex in Texas. The general
       partners are Fox Realty Investors ("FRI"), a California general 
       partnership, and Fox Capital Management Corporation ("FCMC"), a
       California corporation.  All capital contributions of $35,000,000
       ($1,000 per unit) were made by limited partners.

       On December 6, 1993, the shareholders of FCMC entered into a Voting
       Trust Agreement with NPI Equity Investments II, Inc. ("NPI Equity"
       or the "Managing  General Partner") pursuant to which NPI Equity was
       granted the right to vote 100 percent of the outstanding stock of FCMC.
       As a result, NPI Equity became responsible for the operation and
       management of the business and affairs of the Partnership and the other
       investment partnerships originally sponsored by FCMC and/or FRI. NPI
       Equity is a wholly-owned subsidiary of National Property Investors, 
       Inc. ("NPI,  Inc."). The shareholders of FCMC and the partners of FRI
       retain indirect economic interests in the Partnership and such other 
       investment limited partnerships, but have ceased to be responsible 
       for the operation and management of the Partnership and such other
       partnerships.

       In October 1994, DeForest Ventures I L.P. ("DeForest I") made a tender
       offer for limited partnership interests in the partnership, as well as
       eleven affiliated limited partnerships.  DeForest Ventures II, L.P.
       ("DeForest II") made tender offers for limited partnership interests in
       seven affiliated limited  partnerships.  Shareholders who controlled 
       DeForest Capital I Corporation,  the sole general partner of DeForest
       I, also  controlled  NPI, Inc. As of December 31, 1995, DeForest I had
       acquired approximately 40% of the total limited partnership units of the
       Partnership.

       On January 19, 1996, the stockholders of NPI, Inc. sold all of the
       issued and outstanding stock of NPI, Inc. to an affiliate of Insignia 
       Financial Group, Inc. ("Insignia").

       Use of Estimates    

       The preparation of financial  statements in conformity with generally
       accepted accounting principles requires management to make estimates

       and assumptions that affect the amounts reported in the financial
       statements and accompanying notes. Actual results could differ from
       those estimates.


                             CENTURY PROPERTIES FUND XII
                               (A Limited Partnership)
                                          
                            NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       Fair Value of Financial Instruments

       In 1995, the Partnership implemented Statement of Financial Accounting
       Standards ("SFAS") No. 107, "Disclosures about Fair Value of Financial 
       Instruments," as amended by SFAS No. 119, "Disclosures about Derivative
       Financial Instruments and Fair Value of Financial Instruments," which
       requires disclosure of fair value information about financial 
       instruments, whether or not recognized in the balance sheet, for which
       it is practicable to estimate fair value. Fair value is defined in the
       SFAS as the amount at which the instrument could be exchanged in a
       current transaction between willing parties, other than in a forced
       or liquidation sale. The Partnership believes that the carrying amount
       of its financial instruments (except for long term debt) approximates
       fair value due to the short term maturity of these instruments. The fair
       value of the Partnership's long term debt, after discounting the
       scheduled loan payments to maturity, approximates its carrying balance. 

       Real Estate

       Real estate is stated at cost. Acquisition fees are capitalized as a
       cost of real estate. In 1995, the Partnership adopted SFAS 
       No. 121, "Accounting for the Impairment of Long-Lived Assets and for 
       Long-Lived Assets to be Disposed Of", which requires impairment 
       losses to be recognized for long-lived assets used in operations when
       indicators of impairment are present and the undiscounted cash flows are
       not sufficient to recover the asset's carrying amount. The impairment
       loss is measured by comparing the fair value of the asset to its carrying
       amount. The adoption of the SFAS had no effect on the Partnership's
       financial statements.

       Cash and Cash Equivalents

       The Partnership considers all highly liquid investments with an original
       maturity of three months or less at the time of purchase to be cash
       equivalents.        

       Concentration of Credit Risk

       The Partnership maintains cash balances at institutions insured up to
       $100,000 by the Federal Deposit Insurance Corporation. Balances in
       excess of $100,000 are usually invested in money market accounts and

       repurchase agreements, which are collateralized by United States 
       Treasury  obligations. Cash balances exceeded these insured levels
       during the year.

       Depreciation

       Depreciation is computed by the  straight-line  method over estimated 
       useful lives currently ranging from 27.5 to 39 years for buildings and 
       improvements and six to seven years for furnishings.


                                          
                             CENTURY PROPERTIES FUND XII
                               (A Limited Partnership)
                                          
                            NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                          


1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       Deferred Costs

       Deferred costs represent deferred financing costs,  leasing  commissions
       and lease buyout fees. Deferred financing costs are amortized as interest
       expense over the lives of the related  loans,  or expensed,  if financing
       is not obtained.  Deferred  leasing  commissions  and deferred  lease
       buyout fees are  amortized  over the life of the applicable lease.  At
       December 31, 1995 and 1994, accumulated amortization of deferred costs
       totaled $265,000 and $245,000, respectively.

       Net Income Per Limited Partnership Unit

       The net income per limited partnership unit is computed by dividing net
       income allocated to the limited partners by the 35,000 units outstanding.

       Income Taxes

       Taxable  income or loss of the  Partnership  is reported in the income
       tax returns of its partners.  Accordingly,  no provision for income taxes
       is made in the financial statements of the Partnership.

2.     TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES

       In accordance  with the partnership  agreement,  the Partnership may be
       charged by the general  partners and affiliates for services  provided to
       the  Partnership.  From March 1988 to December 1992, such rights were
       assigned pursuant to a services  agreement by the general partners and
       affiliates to Metric Realty Services,  L.P. ("MRS"), which performed
       partnership management and other services for the Partnership.  

       On January 1, 1993, Metric Management, Inc. ("MMI"), successor to MRS, a
       company which is not affiliated with the general partners,  commenced

       providing certain property and  portfolio  management  services to the 
       Partnership  under a new  services  agreement.  As provided in the new 
       services  agreement  effective  January 1, 1993,  no reimbursements  were
       made to the general partner and affiliates after December 31, 1992. 
       Subsequent to December 31, 1992,  reimbursements  were made to MMI. On
       December 16, 1993, the services agreement with MMI was modified and, as a
       result thereof,  NPI Equity began directly  providing cash management and
       other Partnership  services on various dates commencing  December 23,
       1993. On March 1, 1994, an affiliate of NPI Equity commenced  providing
       certain property  management services (see Notes 1 and 9). Related party
       expenses for the years ended December 31, 1995, 1994, and 1993 were as
       follows:


                             CENTURY PROPERTIES FUND XII
                               (A Limited Partnership)
                                          
                            NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


2.     TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES (Continued)

<TABLE>
<CAPTION>
                                                                          1995                1994               1993   
                                                                          ----                ----               ----
<S>                                                                     <C>                  <C>           <C>
            Property management fees                                    $   25,000           $ 20,000      $           -
            Real estate tax reduction fees                                  17,000                  -                  -
            Reimbursement of Expenses:
               Partnership accounting and
                 investor services                                         160,000            132,000                  -
               Professional services                                             -             12,000                  -
                                                                         ---------           --------      -------------
            Total                                                        $ 202,000           $164,000      $           -
                                                                         =========           ========      ============= 
</TABLE>

       Property  management  fees and real  estate tax  reduction  fees are 
       included  in  operating  expenses.  Reimbursed  expenses  are 
       primarily  included  in general  and administrative  expenses.  In
       addition,  approximately  $70,000 of insurance  premiums,  which were
       paid to an affiliate of NPI,  Inc.  under a master  insurance  policy
       arranged by such affiliate, are included in operating expenses for the
       year ended December 31, 1995.

       In accordance with the partnership agreement,  the general partners
       were allocated their continuing interest representing a one percent
       share in the Partnership's income before  gain on property 
       dispositions,  taxable  income and cash  distributions  and a ten
       percent  share in the  Partnership's  net loss (loss  before gain on
       property dispositions)  and taxable  loss.  Gain from sale of 
       Partnership  properties  is allocated  first to the general  partners

       to the extent of the deficit in their capital accounts.

4.     REAL ESTATE

       Real estate, at December 31, 1995 and 1994, is summarized as follows:


<TABLE>
<CAPTION>
                                             Residential          Commercial              
                                              Property            Properties           Total
                                             -----------          ----------           -----    
            1995: 
            ----                         
<S>                                          <C>                 <C>                <C>                                           
            Land                               $   33,000         $  2,520,000      $  2,553,000
            Buildings and improvements            349,000            9,039,000         9,388,000
            Furnishings                           111,000              128,000           239,000
                                                ---------          -----------       -----------
            Total                                 493,000           11,687,000        12,180,000
            Accumulated depreciation             (147,000)          (4,490,000)       (4,637,000)
                                                ---------          -----------       -----------
            Real estate, net                    $ 346,000          $ 7,197,000       $ 7,543,000
                                                =========          ===========       ===========
                                           
</TABLE>


                           CENTURY PROPERTIES FUND XII
                             (A Limited Partnership)
                                        
                          NOTES TO FINANCIAL STATEMENTS
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                        

4.          REAL ESTATE (Continued)

<TABLE>
<CAPTION>
            1994:
            ----
<S>                                          <C>                 <C>               <C>           
            Land                             $   33,000          $ 2,520,000       $ 2,553,000
            Buildings and improvements          347,000            8,901,000         9,248,000
            Furnishings                         111,000              128,000           239,000
                                             ----------          -----------       -----------
            Total                               491,000           11,549,000        12,040,000
            Accumulated depreciation           (120,000)          (4,144,000)       (4,264,000)
                                             ----------           ----------        ----------
            Real estate, net                 $  371,000          $ 7,405,000       $ 7,776,000
                                             ==========          ===========       ===========
</TABLE>                                         

5.     NOTE PAYABLE


       As of December 31, 1995, the remaining note payable,  secured by the
       Partnership's  Country Club Plaza property, bears interest at 7.875
       percent and is payable monthly. Such rate is adjusted every 6 months
       up to one-half of one percent (.50%) based upon the Federal Home
       Loan Board Contract Index rate.  The note requires a balloon payment
       of $2,749,000 in January 1999.  Principal payments at December 31,
       1995, are required as follows:

                           1996..........................    $   78,000
                           1997..........................        84,000
                           1998..........................        91,000
                           1999..........................     2,749,000
                                                              ---------
                           Total.........................    $3,002,000
                                                             ==========

       On June 1, 1994, the Partnership satisfied the first mortgage
       encumbering its Parkside Apartment Complex in the amount of $1,323,000. 

       Amortization of deferred financing costs totaled $5,000 for each of the
       years ended December 31, 1995, 1994, and 1993.  


                            CENTURY PROPERTIES FUND XII
                              (A Limited Partnership)
                                         
                           NOTES TO FINANCIAL STATEMENTS
                    YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

6.     OTHER INCOME

       In 1995,  other income  includes the reversal of a $250,000  liability
       that the Partnership had accrued in 1992 for potential  recourse 
       liabilities  with respect to the foreclosure of its Eastgate Apartments
       property.  The Partnership does not believe that any future liability
       exists.

7.     MINIMUM FUTURE RENTAL REVENUES

       Minimum future rental revenues from operating leases having
       non-cancelable lease terms in excess of one year are as follows:



                           1996                     $1,221,000
                           1997                      1,149,000
                           1998                        894,000
                           1999                        769,000
                           2000                        555,000
                           Thereafter                1,837,000
                                                     ---------

                           Total                    $6,425,000
                                                    ==========


       Rental revenues include percentage and other contingent rentals of
       $72,000, $53,000, and $53,000 in 1995, 1994, and 1993, respectively.

       Amortization of deferred leasing commissions and lease buy out fees
       totaled $50,000, $41,000, and $52,000 for the years ended December
       31, 1995, 1994, and 1993, respectively.


                            CENTURY PROPERTIES FUND XII
                              (A Limited Partnership)
                                         
                           NOTES TO FINANCIAL STATEMENTS
                    YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


8.     RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING

       The differences between the accrual method of accounting for income tax
       reporting and the accrual method of accounting used in the financial
       statements are as follows:

<TABLE>
<CAPTION>
                                                                                 1995             1994                1993    
                                                                                 ----             ----                ----
<S>                                                                        <C>                 <C>                 <C>
       Net income - financial statements                                   $     893,000        $   327,000         $   292,000
       Differences resulted from:                                                       
              Depreciation                                                       (25,000)           (40,000)            (56,000)
              Deferred income                                                   (250,000)                 -                   -
              Other                                                                2,000              5,000               9,000
                                                                            ------------        -----------         -----------
       Net income - income tax method                                       $    620,000        $   292,000         $   245,000
                                                                            ============        ===========         ===========
                                                                                        
       Taxable income per limited partnership unit 
       after giving effect to the allocation to the 
        general partners                                                     $        18        $         8         $         7
                                                                             ===========        ===========         ===========

       Partners' equity - financial statements                               $ 5,347,000        $ 5,666,000         $ 5,339,000
       Differences resulted from:
              Depreciation                                                    (2,199,000)        (2,174,000)         (2,134,000)
              Property foreclosure                                             1,306,000          1,306,000           1,306,000
              Other liability                                                          -            250,000             250,000
              Sales commissions and organization costs                         3,868,000          3,868,000           3,868,000
              Lease payments credited to rental properties                       862,000            862,000             862,000
              Other                                                               67,000             65,000              60,000
                                                                              ----------         ----------          ----------
       Partners' equity - income tax method                                  $ 9,251,000        $ 9,843,000         $ 9,551,000

                                                                             ===========        ===========         ===========
</TABLE>


9.     SUBSEQUENT EVENTS               

       On January 19,  1996,  the  stockholders  of NPI,  Inc.  sold all of
       the issued and  outstanding  stock of NPI,  Inc. to an  affiliate  of 
       Insignia.  As a result of the transaction,  the Managing General
       Partner of the Partnership is controlled by Insignia.  Insignia 
       affiliates now provide property and asset management  services to the
       Partnership, maintain its books and records and oversee its operations.  

       On February 13, 1996, the Partnership  entered into a contract to sell
       its Indian River Shopping Center to an unaffiliated third party for
       $3,420,000.  The completion of the sale is subject to due diligence and
       the purchaser  receiving a satisfactory  report from the Arizona 
       Department of  Environmental  Quality.  The Partnership  would
       recognize a gain from such sale.



                            CENTURY PROPERTIES FUND XII
                              (A Limited Partnership)
                                                                   SCHEDULE III
       
                      REAL ESTATE AND ACCUMULATED DEPRECIATION
                                 DECEMBER 31, 1995

<TABLE>
<CAPTION>
COLUMN        COLUMN         COLUMN           COLUMN                   COLUMN               COLUMN    COLUMN    COLUMN    COLUMN
  A             B              C                D                        E                    F         G         H         I

                                          Cost Capitalized
                           Initial Cost     Subsequent           Gross Amount at Which
                          to Partnership   to Acquisition    Carried at Close of Period(1)
                          --------------   --------------   ------------------------------
                                                                                                                          Life
                                                                                                                         on which
                                                                                                                         Deprecia-
                                                                                           Accumu-    Date               tion is
                                Buildings                             Buildings              lated     of                computed
                                   and                                   and               Deprecia-  Con-     Date      in latest
              Encum-            Improve-   Improve-  Carrying          Improve-    Total     tion    struc-    Acqui-  statement of
Description   brances    Land     ments      ments     Costs   Land     ments       (2)       (3)     tion     red      operations
-----------   -------    ----     -----      -----     -----   ----    ------      ----      -----    -----    ------   ----------
<S>           <C>       <C>     <C>         <C>       <C>     <C>      <C>         <C>       <C>      <C>      <C>      <C>
                                                      (Amounts in thousands)
Country Club 
 Plaza 
 Shopping 
 Center
Mesa, Arizona $ 3,002  $1,280    $4,238      $1,725    $(458)  $1,672   $5,113     $ 6,785    $2,503     10/78    12/77    6-39 Yrs.

Indian River 
 Shopping 
 Center 
Scottsdale, 
Arizona           -       879     3,452         975     (404)     848   4,054       4,902      1,987    12/79    12/77     6-39 Yrs.

Parkside 
 Apartments
Irving, Texas     -        33       247         213        -       33     460         493        147     1979    11/78     6-27 Yrs
Yrs.
              -------  ------    ------      ------    -----    ------ ------     -------     ------
TOTAL         $ 3,002  $2,192    $7,937      $2,913    $(862)   $2,553 $9,627     $12,180     $4,637
              =======  ======    ======      ======    =====    ====== ======     =======     ======

</TABLE>

                              See accompanying notes.


                                                     SCHEDULE III


                          CENTURY PROPERTIES FUND XII
                            (A Limited Partnership)

                   REAL ESTATE AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 1995





NOTES:

(1) The aggregate cost for Federal income tax 
     purposes is $14,414,000.

(2) Balance, January 1, 1993                                $11,529,000
    Improvements capitalized subsequent to acquisition          315,000
    Granting of utility easement                                 (8,000)
                                                            -----------
    Balance, December 31, 1993                               11,836,000
    Improvements capitalized subsequent to acquisition          204,000
                                                            -----------
    Balance, December 31, 1994                               12,040,000
    Improvements capitalized subsequent to acquisition          140,000
                                                            -----------
    Balance, December 31, 1995                              $12,180,000
                                                            ===========

(3) Balance, January 1, 1993                                 $3,528,000
    Additions charged to expense                                362,000
                                                             ----------
    Balance, December 31, 1993                                3,890,000
    Additions charged to expense                                374,000
                                                             ----------
    Balance, December 31, 1994                                4,264,000
    Additions charged to expense                                373,000
                                                             ----------
    Balance, December 31, 1995                               $4,637,000
                                                             ==========






Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosures.

     Effective April 22, 1994, the Registrant dismissed its prior Independent
Auditors, Deloitte & Touche, LLP ("Deloitte") and retained as its new
Independent Auditors, Imowitz Koenig & Company, LLP. Deloitte's Independent
Auditors' Report on the Registrant's financial statements for the calendar
year ended December 31, 1993 did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles. The decision to change Independent
Auditors was approved by the Managing General Partner's Directors. During the
calendar year ended 1993 and through April 22, 1994, there were no
disagreements between the Registrant and Deloitte on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope of
procedure which disagreements if not resolved to the satisfaction of Deloitte,
would have caused it to make reference to the subject matter of the
disagreements in connection with its reports.

     Effective April 22, 1994, the Registrant engaged Imowitz Koenig &
Company, LLP as its Independent Auditors. The Registrant did not consult
Imowitz Koenig & Company, LLP regarding any of the matters or events set forth
in Item 304(a)(2)(i) and (ii) of Regulation S-K prior to April 22, 1994.



                                   PART III

Item 10. Directors and Executive Officers of the Registrant.

     The Registrant does not have any officers or directors. The managing
general partner of the Registrant, Fox Capital Management Corporation (the
"Managing General Partner"), manages and controls substantially all of the
Registrant's affairs and has general responsibility and ultimate authority in
all matters affecting its business. NPI Equity Investments II, Inc., which
controls the Managing General Partner, is a wholly-owned affiliate of National
Property Investors, Inc., which in turn is owned by an affiliate of Insignia
(See "Item 1, Business - Change in Control"). Insignia is a full service real
estate service organization performing property management, commercial and
retail leasing, partnership administration, mortgage banking, and real estate
investment banking services for various entities. Insignia commenced
operations in December 1990 and is the largest manager of multifamily
residential properties in the United States and is a significant manager of
commercial property. It currently provides property and/or asset management
services for over 2,000 properties. Insignia's properties consist of
approximately 300,000 units of multifamily residential housing and
approximately 64 million square feet of commercial space.

     As of March 1, 1996, the names and positions held by the officers and
directors of the Managing General Partner are as follows:

<TABLE>
<CAPTION>
                                                       Has served as a
                                                       Director and/or
                                                       Officer of the Managing
Name                        Positions Held             General Partner since
----                       ----------------------      ------------------------
<S>                        <C>                           <C>
William H. Jarrard, Jr.    President and Director        January 1996

Ronald Uretta              Vice President and            January 1996
                              Treasurer

John K. Lines, Esquire     Vice President,               January 1996
                              Secretary and Director

Thomas R. Shuler           Director                      January 1996

Kelley M. Buechler         Assistant Secretary           January 1996
</TABLE>

     William H. Jarrard, Jr., age 49, has been President and a Director of the
Managing General Partner since January 1996. Mr. Jarrard has been a Managing
Director - Partnership Administration of Insignia since January 1991.

     Ronald Uretta, age 40, has been Insignia's Chief Financial Officer and
Treasurer since January 1992. Since September 1990, Mr. Uretta has also served
as the Chief Financial Officer and Controller of Metropolitan Asset Group.


     John K. Lines, Esquire, age 36, has been a Director and Vice President
and Secretary of the Managing General Partner since January 1996, Insignia's
General Counsel since June 1994, and General Counsel and Secretary since July
1994. From May 1993 until June 1994, Mr. Lines was the Assistant General
Counsel and Vice President of Ocwen Financial Corporation, West Palm Beach,
Florida. From October 1991 until May 1993, Mr. Lines was a Senior Attorney
with Banc One Corporation, Columbus, Ohio. From May 1984 until October 1991,
Mr. Lines was an attorney with Squire Sanders & Dempsey, Columbus, Ohio.

     Thomas R. Shuler, age 50, has been Managing Director - Residential
 Property Management of Insignia since March 1991 and Executive Managing
Director of Insignia and President of Insignia Management Services since July
1994.

     Kelley M. Buechler, age 38, has been the Assistant Secretary of the
Managing General Partner since January 1996 and Assistant Secretary of
Insignia since 1991.

     No family relationships exist among any of the officers or directors of
the Managing General Partner.

     Each director and officer of the Managing General Partner will hold
office until the next annual meeting of stockholders of the Managing General
Partner and until his successor is elected and qualified.

Item 11. Executive Compensation.

     The Registrant is not required to and did not pay any compensation to the
officers or directors of the Managing General Partner. The Managing General
Partner does not presently pay any compensation to any of its officers or
directors. (See "Item 13, Certain Relationships and Related Transactions.")

     Item 12. Security Ownership of Certain Beneficial Owners and Management.

     The Registrant is a limited partnership and has no officers or directors.
The Managing General Partner has discretionary control over most of the
decisions made by or for the Registrant in accordance with the terms of the
Partnership Agreement.

     The following table sets forth certain information regarding limited
partnership units of the Registrant owned by each person who is known by the
Registrant to own beneficially or exercise voting or dispositive control over
more than 5% of the Registrant's limited partnership units, by each of the
Managing General Partner's directors and by all directors and executive
officers of the Managing General Partner as a group as of March 1, 1996.

Name and address of            Amount and nature of  
Beneficial Owner               Beneficial Ownership      % of Class
-------------------            --------------------      ----------

MRI/CPF, L.L.C.(1)               13,975.55               39.93
All directors and  executive
  officers as a group

   (5 persons)                        -                    -    

________________

(1) The business address of MRI/CPF, L.L.C. is 100 Jericho Quadrangle,
    Suite 214, Jericho, New York 11753.

     There are no arrangements known to the Registrant, the operation of which
may, at a subsequent date, result in a change in control of the Registrant.

Item 13. Certain Relationships and Related Transactions.

     In accordance with the Registrant's partnership agreement, the
Partnership may be charged by the general partners and affiliates for services
provided to the Partnership. On January 1, 1993, Metric Management, Inc.
("MMI"), a company which is not affiliated with the general partners,
commenced providing certain property and portfolio management services to the
Registrant under a new services agreement. As provided in the new services
agreement effective January 1, 1993, no reimbursements were made to the
general partner and affiliates after December 31, 1992. Subsequent to December
31, 1992, reimbursements were made to MMI. On December 16, 1993, the services
agreement with MMI was modified and, as a result thereof, NPI Equity II began
directly providing cash management and other partnership services on various
dates commencing December 23, 1993. On March 1, 1994, an affiliate of NPI
Equity II commenced providing certain property management services. Related
party expenses for the years ended December 31, 1995, 1994 and 1993 were as
follows:

                                       1995      1994      1993   
                                      ------   --------   -------
  Property management fees           $ 25,000  $ 20,000   $     -
  Real estate tax reduction fees       17,000         -         -
  Reimbursement of Expenses:
    Partnership accounting and
    investor services                 160,000   132,000         -
    Professional services                   -    12,000         -
                                     -------   --------   -------
  Total                              $202,000  $164,000   $     -
                                     =======   ========   =======

     Property management fees and real estate tax reduction fees are included
in operating expenses. Reimbursed expenses are primarily included in general
and administrative expenses. In addition, approximately $70,000 of insurance
premiums, which were paid to an affiliate of NPI under a master insurance
policy arranged by such affiliate, are included in operating expenses for the
year ended December 31, 1995.

     In accordance with the Registrant's partnership agreement, the general
partners were allocated their continuing interest representing a one percent
share in the Registrant's income before gain on property dispositions, taxable
income and cash distributions and a ten percent share in the Registrant's net
loss (loss before gain on property dispositions) and taxable loss. Gain from
sale of Registrant's properties is allocated first to the general partners to
the extent of the deficit in their capital accounts.


                                   PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)(1)(2)         Financial Statements and Financial Statement Schedules:

                  See  "Item 8" of this  Form  10-K for  Financial  Statements 
                  of the  Registrant,  Notes thereto,  and  Financial 
                  Statement  Schedules.   (A  Table  of  Contents  to 
                  Financial Statements and Financial  Statement  Schedules is
                  included in "Item 8" and  incorporated herein by reference.) 

(a)(3)   Exhibits

         2.       NPI,  Inc.  Stock  Purchase  Agreement,  dated as of August
                  17,  1995,  incorporated  by reference to the Registrant's
                  Current Report on Form 8-K dated August 17, 1995.


         3.4      Agreement  of  Limited  Partnership,  incorporated  by 
                  reference  to  Exhibit  A to the Prospectus  of the 
                  Registrant  dated  October 7,  1977,  and  thereafter 
                  supplemented, included  in the  Registrant's  Registration 
                  Statement  on  Form  S-11  (Reg.  No.  No. 2-58978).

         16.      Letter  dated  April  27,  1994,  from  the  Registrant's 
                  Former  Independent  Auditors incorporated  by reference to
                  the  Registrant's  Current  Report on Form 8-K dated April
                  22, 1994.

(b)      Reports on Form 8-K:

                  None

                                 SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized this 28 day of
March, 1996.

                               CENTURY PROPERTIES FUND XII 

                               By: FOX CAPITAL MANAGEMENT CORPORATION
                                   A General Partner 

                               By:  /s/ William H. Jarrard, Jr. 
                                        William H. Jarrard, Jr.
                                        President and Director

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.


Signature/Name                   Title                   Date
--------------                   -----                   ----
/s/ William H. Jarrard, Jr.  President and           March 28, 1996
    William H. Jarrard, Jr.  Director                     

/s/ Ronald Uretta            Principal Financial     March 28, 1996
    Ronald Uretta            Officer and Principal        
                              Accounting Officer
/s/ John K. Lines            Director                March 28, 1996
    John K. Lines                                          



                                Exhibit Index

Exhibit                                                              Page
-------                                                              ----
2.       NPI, Inc. Stock Purchase Agreement                            (1)

3.4      Agreement of Limited Partnership                              (2)

16.      Letter dated April 27, 1994 from the Registrant's             (3)      
         Former Independent Auditor's

_________________________________________

 (1)   Incorporated by reference to Exhibit 2 to the Registrant's Current
       Report on Form 8-K dated August 17, 1995.

 (2)   Incorporated by reference to Exhibit A to the Prospectus of the
       Registrant dated October 7, 1977 and thereafter supplemented, included
       in the Registrant's Registration Statement on Form S-11 (Reg. No.
       2-58978).

 (3)   Incorporated by reference to Exhibit 10 to the Registrant's Current
       Report on Form 8-K dated April 22, 1994.