SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                 For the fiscal year ended December 31, 2004

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

             For the transition period from _________to _________

                         Commission file number 0-10435

                           CENTURY PROPERTIES FUND XVI
                 (Name of small business issuer in its charter)

         California                                               94-2704651
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                    Issuer's telephone number (864) 239-1000

        Securities registered under Section 12(b) of the Exchange Act:

                                      None

        Securities registered under Section 12(g) of the Exchange Act:

                            Limited Partnership Units
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
Yes X  No___

Check if there is no disclosure  of delinquent  filers in response to Item 405
of  Regulation  S-B  contained  in  this  form,  and  no  disclosure  will  be
contained,  to the best of the  registrant's  knowledge in definitive proxy or
information  statements  incorporated  by  reference  in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $1,616,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests, as of December 31, 2004. No market exists for the limited partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

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

                                     PART I

Item 1.     Description of Business

Century  Properties  Fund  XVI  (the  "Partnership"  or  the  "Registrant")  was
organized in December 1980 as a California limited partnership under the Uniform
Limited  Partnership  Act of  the  California  Corporations  Code.  Fox  Capital
Management  Corporation (the "Managing General Partner" or "FCMC"), a California
corporation,  and Fox Realty Investors ("FRI or "Non-Managing General Partner"),
a California general  partnership,  are the general partners of the Partnership.
NPI Equity  Investments II Inc., a Florida  corporation  ("NPI Equity"),  is the
managing  partner of FRI. Both FCMC and NPI Equity are subsidiaries of Apartment
Investment  and  Management  Company  ("AIMCO")  a publicly  traded  real estate
investment trust. The partnership  agreement provides that the Partnership is to
terminate on December 31, 2025 unless terminated prior to such date.

Beginning in August 1981 through April 1982,  the  Partnership  offered and sold
130,000  Limited  Partnership  Units for an  aggregate of  $65,000,000.  The net
proceeds of this offering were used to acquire ten income-producing  real estate
properties.  The Partnership's  original property  portfolio was  geographically
diversified  with  properties   acquired  in  six  states.   The   Partnership's
acquisition  activities  were  completed in 1983,  and since then, the principal
activity of the Partnership  has been managing its portfolio.  During the period
from 1986 through 1991, eight  multi-family  residential  properties were either
sold or otherwise disposed.  During 2004, one multi-family  residential property
was sold.  The  Partnership  continues to own and operate one of its  originally
acquired properties. See "Item 2.
Description of Property."

The  Partnership  has no full time  employees.  The Managing  General Partner is
vested with full authority as to the general  management and  supervision of the
business and affairs of the Partnership.  The  Non-Managing  General Partner and
the limited  partners have no right to  participate in the management or conduct
of such  business and affairs.  An  affiliate  of the Managing  General  Partner
provides day-to-day property management services to the Partnership's investment
property.

Risk Factors

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Partnership's  property.  The number and quality of competitive  properties,
including  those which may be managed by an affiliate  of the  Managing  General
Partner in such market area,  could have a material  effect on the rental market
for apartments at the  Partnership's  property and the rents that may be charged
for such  apartments.  While the Managing General Partner and its affiliates own
and/or control a significant number of apartment units in the United States such
units  represent an  insignificant  percentage of total  apartment  units in the
United States and, competition for apartments is local.

Laws benefiting  disabled persons may result in the Partnership's  incurrence of
unanticipated  expenses.  Under the Americans with  Disabilities Act of 1990, or
ADA,  all places  intended to be used by the public are required to meet certain
Federal  requirements  related to access and use by disabled persons.  Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartment  properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Partnership's  property, or restrict renovations of the property.  Noncompliance
with these laws could result in the  imposition  of fines or an award of damages
to  private  litigants  and  also  could  result  in an  order  to  correct  any
non-complying  feature,  which could result in substantial capital expenditures.
Although the Managing General Partner believes that the  Partnership's  property
is  substantially in compliance with present  requirements,  the Partnership may
incur unanticipated expenses to comply with the ADA and the FHAA.

Both the income and expenses of operating the property owned by the  Partnership
are subject to factors outside of the Partnership's  control, such as changes in
the supply and demand for  similar  properties  resulting  from  various  market
conditions, increases/decreases in unemployment or population shifts, changes in
the  availability of permanent  mortgage  financing,  changes in zoning laws, or
changes in patterns or needs of users. In addition,  there are risks inherent in
owning  and  operating  residential   properties  because  such  properties  are
susceptible  to the  impact of  economic  and other  conditions  outside  of the
control of the Partnership.

From time to time, the Federal Bureau of  Investigation,  or FBI, and the United
States  Department  of  Homeland  Security  issue  alerts  regarding   potential
terrorist threats  involving  apartment  buildings.  Threats of future terrorist
attacks,  such as those  announced  by the FBI and the  Department  of  Homeland
Security,  could  have a  negative  effect on rent and  occupancy  levels at the
Partnership's  property.  The effect that future terrorist activities or threats
of such activities could have on the  Partnership's  operations is uncertain and
unpredictable.  If the  Partnership  were to incur a loss at its  property  as a
result of an act of terrorism,  the  Partnership  could lose all or a portion of
the capital  invested in the  property,  as well as the future  revenue from the
property.  In this regard, the Partnership has purchased insurance to cover acts
of terrorism.  The Managing General Partner does not anticipate that these costs
will  have  a  negative  effect  on  the  Partnership's  consolidated  financial
condition or results of operations.

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 Partnership 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 property
owned by the Partnership.

The  Partnership  monitors its property 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.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operations" included in "Item 6" of this Form
10-KSB.

Item 2.     Description of Property

The following table sets forth the Partnership's investment property:
<TABLE>
<CAPTION>

                               Date of
Property                       Purchase      Type of Ownership             Use

<S>                             <C>
Woods of Inverness              07/82     Fee ownership subject        Apartments
  Apartments                              to first mortgage             272 units
  Houston, Texas
</TABLE>

The  property  is held by a Limited  Partnership  which is  wholly-owned  by the
Partnership.

On January 30,  2004,  the  Partnership  sold  Ralston  Place  Apartments  to an
unaffiliated third party for approximately $7,725,000.  After payment of closing
costs of approximately  $404,000,  the net proceeds  received by the Partnership
were approximately $7,321,000. The Partnership used a portion of the proceeds to
repay the mortgage  encumbering the property of  approximately  $2,089,000.  The
sale of the property resulted in a gain on the sale of approximately $4,684,000.
In addition,  the Partnership recorded a loss on early extinguishment of debt of
approximately  $229,000,  as a result of the write off of unamortized loan costs
and a prepayment  penalty which is included in (loss)  income from  discontinued
operations.  In  accordance  with  Statement of Financial  Accounting  Standards
("SFAS") No. 144, the results of the  property's  operations  have been shown as
(loss) income from discontinued operations for the years ended December 31, 2004
and 2003.

Schedule of Property

Set forth  below for the  Partnership's  property is the gross  carrying  value,
accumulated  depreciation,  depreciable life, method of depreciation and Federal
tax basis.
<TABLE>
<CAPTION>

                            Gross
                          Carrying    Accumulated                            Federal
Property                    Value     Depreciation     Rate      Method     Tax Basis
                               (in thousands)                             (in thousands)

Woods of Inverness
<S>                        <C>          <C>          <C>                     <C>
  Apartments               $10,901      $ 7,112      5-30 yrs     S/L        $ 2,236
</TABLE>

See  "Item  7.  Financial  Statements  -  Note  A"  for a  description  of the
Partnership's capitalization and depreciation policies.

Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the  loan
encumbering the Partnership's property.
<TABLE>
<CAPTION>

                           Principal                                         Principal
                           Balance At                                         Balance
                          December 31,    Interest    Period    Maturity       Due At
       Property               2004          Rate     Amortized    Date        Maturity
                         (in thousands)                                    (in thousands)

Woods of Inverness
<S>                          <C>           <C>        <C>        <C>           <C>
  Apartments                 $4,692        7.88%      30 yrs     1/2006        $4,602
</TABLE>

The mortgage  note payable is a fixed rate  mortgage  that is  non-recourse  and
secured  by a pledge  of the  Partnership's  property  and the  rental  revenues
derived there from.

See "Item 7. Financial  Statements - Note B" for information with respect to the
Partnership's  ability to prepay this loan and other specific  details as to the
terms of the loan.

Rental Rates and Occupancy

Average   annual   rental  rates  and  occupancy  for  2004  and  2003  for  the
Partnership's property:

                                        Average Annual           Average Annual
                                         Rental Rates               Occupancy
                                          (per unit)
 Property                             2004          2003        2004        2003

 Woods of Inverness Apartments       $7,529        $7,541        73%         87%

The Managing  General  Partner  attributes the decrease in occupancy at Woods of
Inverness  Apartments  to slow market  conditions  in the local area and tenants
buying homes due to low interest rates.  Increased marketing efforts are planned
in order to increase occupancy.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  The Partnership's  property is subject to competition from
other apartment  complexes in the area. The Managing  General  Partner  believes
that the property is adequately  insured.  The property is an apartment  complex
which leases units for lease terms of one year or less.  No  residential  tenant
leases  10% or more of the  available  rental  space.  The  property  is in good
physical  condition,  subject to normal  depreciation  and  deterioration  as is
typical for assets of this type and age.

Real Estate Taxes and Rates

Real estate taxes and rates in 2004 for the Partnership's property were:

                                           2004            2004
                                          Taxes            Rate
                                      (in thousands)
Woods of Inverness Apartments              $182            2.96%

Capital Improvements

Woods of Inverness  Apartments:  During the year ended  December  31, 2004,  the
Partnership completed approximately $203,000 of capital improvements at Woods of
Inverness  Apartments  consisting  primarily  of  floor  covering,  cabinet  and
countertop replacements,  air conditioning unit and appliance upgrades, swimming
pool decking,  balcony  replacements,  gutter  replacement and other  structural
upgrades.   These  improvements  were  funded  from  operating  cash  flow.  The
Partnership  regularly  evaluates the capital improvement needs of the property.
While the Partnership has no material commitments for property  improvements and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as anticipated cash flow generated by the property.

Item 3.     Legal Proceedings

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

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

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

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

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second appeal.  On March 21, 2005, the Court of Appeals issued  opinions in both
pending appeals. With regard to the settlement and judgment entered thereto, the
Court of Appeals vacated the trial court's order and remanded to the trial court
for further  findings on the basis that the "state of the record is insufficient
to permit meaningful  appellate  review".  With regard to the second appeal, the
Court of Appeals reversed the order requiring the Objector to pay referee fees.

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

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General  Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call." Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Managing  General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
consolidated financial condition or results of operations.

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

During the quarter ended  December 31, 2004, no matters were submitted to a vote
of security holders through the solicitation of proxies or otherwise.

                                     PART II

Item 5.     Market for the Partnership's Common Equity and Related Partner
Matters

The Partnership,  a publicly-held limited partnership,  offered and sold in 1981
and  1982,   130,000  Limited   Partnership  Units  (the  "Units")   aggregating
$65,000,000.  The Partnership  currently has 130,000 Units  outstanding  held by
3,140 limited  partners of record.  Affiliates of the Managing  General  Partner
owned 84,849.69  Units or 65.27% of the outstanding  Units at December 31, 2004.
No public trading market has developed for the Units,  and it is not anticipated
that such a market will develop in the future.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                      Year Ended      Per Limited       Year Ended      Per Limited
                     December 31,     Partnership      December 31,     Partnership
                         2004             Unit             2003             Unit

<S>                      <C>              <C>             <C>              <C>
Operations               $ --             $ --            $ 452            $ 3.20
Sale (1)                 4,673            34.86               --               --
                        $4,673           $34.86           $ 452            $ 3.20
</TABLE>

(1) From the sale of Ralston Place Apartments on January 30, 2004.

In conjunction with the transfer of funds from a majority owned sub-tier limited
partnership, approximately $48,000 was distributed to the general partner of the
majority owned sub-tier limited  partnership  during the year ended December 31,
2004. No such distributions were made during the year ended December 31, 2003.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves  and the  timing  of the  debt
maturity, refinancing and/or property sale. The Partnership's cash available for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Partnership  will  generate  sufficient  funds from  operations  after  required
capital  expenditures,  to permit any  distributions  to its partners in 2005 or
subsequent   periods.   See  "Item  2.   Description  of  Properties  -  Capital
Improvements" for information  relating to anticipated  capital  expenditures at
the property.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 84,849.69 Units in the Partnership
representing  65.27% of the outstanding  Units at December 31, 2004. A number of
these  Units  were  acquired  pursuant  to  tender  offers  made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
Units  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of  65.27% of the  outstanding
Units,  AIMCO and its  affiliates  are in a  position  to  influence  all voting
decisions with respect to the  Partnership.  However,  with respect to 47,488.68
units,  owned by AIMCO IPLP,  L.P. an affiliate of the Managing  General Partner
and of AIMCO,  such  affiliate  is required to vote such Units:  (i) against any
increase  in  compensation  payable to the  Managing  General  Partner or to its
affiliates;  and (ii) on all other matters submitted by it or its affiliates, in
proportion  to the  votes  cast  by  third  party  unitholders.  Except  for the
foregoing, no other limitations are imposed on AIMCO and its affiliates' ability
to influence  voting  decisions  with respect to the  Partnership.  Although the
Managing  General Partner owes fiduciary  duties to the limited  partners of the
Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as
its sole stockholder.  As a result,  the duties of the Managing General Partner,
as managing  general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the Managing  General  Partner to AIMCO as
its sole stockholder.

Item 6.     Management's Discussion and Analysis or Plan of Operation

This  item  should  be read  in  conjunction  with  the  consolidated  financial
statements and other items contained elsewhere in this report.

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

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  2004  was
approximately $3,906,000 as compared to a net loss of approximately $237,000 for
the year ended  December 31, 2003. The increase in net income for the year ended
December 31, 2004 is due to the gain on sale of Ralston Place Apartments  during
the year ended December 31, 2004.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
the  accompanying  consolidated  statements  of  operations  for the years ended
December 31, 2004 and 2003 reflect the operations of Ralston Place Apartments as
(loss) income from discontinued  operations due to its sale in January 2004. The
results of the  property's  operations for the years ended December 31, 2004 and
2003 of  approximately  ($290,000) and $106,000,  respectively,  are included in
(loss) income from discontinued operations and include revenues of approximately
$61,000 and $1,208,000, respectively.

On January 30,  2004,  the  Partnership  sold  Ralston  Place  Apartments  to an
unaffiliated third party for approximately $7,725,000.  After payment of closing
costs of approximately  $404,000,  the net proceeds  received by the Partnership
were approximately $7,321,000. The Partnership used a portion of the proceeds to
repay the mortgage  encumbering the property of  approximately  $2,089,000.  The
sale of the property resulted in a gain on the sale of approximately $4,684,000.
In addition,  the Partnership recorded a loss on early extinguishment of debt of
approximately  $229,000 as a result of the write off of  unamortized  loan costs
and a prepayment  penalty,  which is included in (loss) income from discontinued
operations.

The Partnership  recognized a loss from continuing  operations of  approximately
$488,000  and  $343,000  for  the  years  ended  December  31,  2004  and  2003,
respectively.  The  increase  in loss  from  continuing  operations  is due to a
decrease in total  revenues  partially  offset by a decrease in total  expenses.
Total  revenues  decreased due to decreases in rental and other  income.  Rental
income  decreased due to a decrease in occupancy  partially offset by a decrease
in bad debt  expense  at the  Partnership's  property.  Other  income  decreased
primarily due to a decrease in lease cancellation and late charge fees partially
offset by an increase in utility reimbursements.

Total  expenses  decreased for the year ended December 31, 2004 primarily due to
decreases in general and  administrative  and  property  tax expenses  partially
offset by an increase in operating expenses.  Property tax expense decreased due
to a decrease in the assessed  value of the  Partnership's  property.  Operating
expenses  increased  primarily due to increases in maintenance  and  advertising
expenses,  partially  offset by reduced  property and  management  fee expenses.
Maintenance expense increased primarily due to an increase in contract services,
maintenance  supplies,  roof  repairs and  payroll  and related  expenses at the
partnership's  property.  Advertising  expense  increased  primarily  due  to an
increase  in referral  fees,  resident  relations  expense  and  periodical  and
internet  advertising.  Property  expenses  decreased  primarily  due to reduced
leasing  commissions  partially offset by increased payroll and related expenses
and increased  utility expenses at the partnership's  property.  Management fees
decreased due to reduced rental revenue at Woods of Inverness Apartments.

General and  administrative  expenses  decreased for the year ended December 31,
2004  due to a  decrease  in the cost of  services  included  in the  management
reimbursements  to the Managing General Partner as allowed under the Partnership
Agreement  and  reduced   professional   fees   associated   with  managing  the
Partnership.  Also included in general and administrative expenses for the years
ended  December  31, 2004 are costs  associated  with the  quarterly  and annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement.

Liquidity and Capital Resources

At  December  31,  2004,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $99,000 compared to  approximately  $44,000 at December 31, 2003.
Cash and cash  equivalents  increased  approximately  $55,000 since December 31,
2003 due to approximately  $7,143,000 of cash provided by investing  activities,
partially  offset  by  approximately  $6,854,000  and  $234,000  of cash used in
financing and  operating  activities,  respectively.  Cash provided by investing
activities  consisted of proceeds from the sale of Ralston Place  Apartments and
net withdrawals from restricted  escrow  accounts,  partially offset by property
improvements and replacements.  Cash used in financing  activities  consisted of
repayment  of the  mortgage  encumbering  Ralston  Place  Apartments,  principal
payments  made  on  the  mortgages  encumbering  the  Partnership's  properties,
prepayment  penalties  paid and  distributions  paid to the partners,  partially
offset by advances from affiliates.  The Partnership invests its working capital
reserves in interest bearing accounts.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  During the year ended  December  31,  2004,  an  affiliate  of the
Managing  General  Partner  exceeded  this limit and  advanced  the  Partnership
approximately $197,000 to cover operating expenses and property improvements and
replacements.  Interest  accrued at prime plus 2% and amounted to  approximately
$1,000 for the year ended  December 31, 2004. At December 31, 2004,  the advance
and accrued  interest  remain unpaid.  There were no advances to the Partnership
during the year ended December 31, 2003.  Other than cash and cash  equivalents,
the line of credit is the Partnership's only unused source of liquidity.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership and to comply with federal,  state,
and local  legal and  regulatory  requirements.  The  Managing  General  Partner
monitors  developments  in the  area of legal  and  regulatory  compliance.  For
example,  the  Sarbanes-Oxley  Act  of  2002  mandates  or  suggests  additional
compliance  measures  with  regard to  governance,  disclosure,  audit and other
areas.  In light of these changes,  the  Partnership  expects that it will incur
higher expenses related to compliance.  The Partnership  regularly evaluates the
capital improvement needs of the property. While the Partnership has no material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  expenditures will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property.

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

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  encumbering the Partnership's property of approximately $4,692,000
is amortized over 360 months with a balloon payment of approximately  $4,602,000
due January 1, 2006. The Managing General Partner will attempt to refinance such
indebtedness  and/or  sell the  property  prior to such  maturity  date.  If the
property cannot be refinanced or sold for a sufficient  amount,  the Partnership
will risk losing such property through foreclosure.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                      Year Ended      Per Limited       Year Ended      Per Limited
                     December 31,     Partnership      December 31,     Partnership
                         2004             Unit             2003             Unit

<S>                      <C>              <C>             <C>              <C>
Operations               $ --             $ --            $ 452            $ 3.20
Sale (1)                 4,673            34.86               --               --
                        $4,673           $34.86           $ 452            $ 3.20
</TABLE>

(1) From the sale of Ralston Place Apartments on January 30, 2004.

In conjunction with the transfer of funds from a majority owned sub-tier limited
partnership, approximately $48,000 was distributed to the general partner of the
majority owned sub-tier limited  partnership  during the year ended December 31,
2004. No such distributions were made during the year ended December 31, 2003.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves  and the  timing  of the  debt
maturity, refinancing and/or property sale. The Partnership's cash available for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Partnership  will  generate  sufficient  funds from  operations  after  required
capital  expenditures,  to permit any  distributions  to its partners in 2005 or
subsequent   periods.   See  "Item  2.   Description  of  Properties  -  Capital
Improvements" for information  relating to anticipated  capital  expenditures at
the property.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 84,849.69 limited partnership units
(the "Units") in the Partnership representing 65.27% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 65.27% of
the outstanding  Units,  AIMCO and its affiliates are in a position to influence
all voting decisions with respect to the Partnership.  However,  with respect to
47,488.68 units, owned by AIMCO IPLP, L.P., an affiliate of the Managing General
Partner and of AIMCO, such affiliate is required to vote such Units: (i) against
any increase in compensation  payable to the Managing  General Partner or to its
affiliates;  and (ii) on all other matters submitted by it or its affiliates, in
proportion  to the  votes  cast  by  third  party  unitholders.  Except  for the
foregoing, no other limitations are imposed on AIMCO and its affiliates' ability
to influence  voting  decisions  with respect to the  Partnership.  Although the
Managing  General Partner owes fiduciary  duties to the limited  partners of the
Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as
its sole stockholder.  As a result,  the duties of the Managing General Partner,
as managing  general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the Managing  General  Partner to AIMCO as
its sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Significant Accounting Policies" which is included in
the consolidated  financial  statements in "Item 7. Financial  Statements".  The
Managing  General  Partner  believes that the  consistent  application  of these
policies enables the Partnership to provide readers of the financial  statements
with useful and reliable  information about the Partnership's  operating results
and financial condition. The preparation of consolidated financial statements in
conformity with accounting  principles  generally  accepted in the United States
requires the Partnership to make estimates and assumptions.  These estimates and
assumptions affect the reported amounts of assets and liabilities at the date of
the financial  statements  as well as reported  amounts of revenues and expenses
during the reporting  period.  Actual results could differ from these estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting  policies in many areas.  The  following may involve a
higher degree of judgment and complexity.

Impairment of Long-Lived Assets

Investment property is recorded at cost, less accumulated  depreciation,  unless
considered  impaired.  If events or  circumstances  indicate  that the  carrying
amount of the property may be impaired,  the Partnership will make an assessment
of  its  recoverability  by  estimating  the  undiscounted  future  cash  flows,
excluding interest charges, of the property.  If the carrying amount exceeds the
aggregate future cash flows, the Partnership  would recognize an impairment loss
to the extent the carrying amount exceeds the fair value of the property.

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

Revenue Recognition

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

Item 7.     Financial Statements

CENTURY PROPERTIES FUND XVI

LIST OF FINANCIAL STATEMENTS

      Report of Independent Registered Public Accounting Firm

      Consolidated Balance Sheet - December 31, 2004

      Consolidated  Statements of  Operations - Years ended  December 31, 2004
      and 2003

      Consolidated  Statements  of Changes in Partners'  (Deficiency)  Capital -
      Years ended December 31, 2004 and 2003

      Consolidated  Statements  of Cash Flows - Years ended  December 31, 2004
      and 2003

      Notes to Consolidated Financial Statements

           Report of Independent Registered Public Accounting Firm


The Partners
Century Properties Fund XVI


We  have  audited  the  accompanying   consolidated  balance  sheet  of  Century
Properties  Fund XVI as of  December  31,  2004,  and the  related  consolidated
statements of operations,  changes in partners'  (deficiency)  capital, and cash
flows for each of the two years in the period ended  December  31,  2004.  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 the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  We were not engaged to perform an
audit of the Partnership's internal control over financial reporting.  Our audit
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
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 consolidated financial position of Century Properties
Fund XVI at December 31, 2004,  and the  consolidated  results of its operations
and its cash flows for each of the two years in the period  ended  December  31,
2004, in conformity with accounting  principles generally accepted in the United
States.


                                                          /s/ERNST & YOUNG LLP


Greenville, South Carolina
March 21, 2005



<PAGE>




                           CENTURY PROPERTIES FUND XVI
                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2004
<TABLE>
<CAPTION>


Assets
<S>                                                                             <C>
   Cash and cash equivalents                                                    $ 99
   Receivables and deposits                                                        261
   Restricted escrows                                                               76
   Other assets                                                                     87
   Investment property (Notes B, E, and F):
      Land                                                       $ 905
      Buildings and related personal property                      9,996
                                                                  10,901
      Less accumulated depreciation                               (7,112)        3,789
                                                                              $ 4,312

Liabilities and Partners' (Deficiency) Capital
Liabilities
   Accounts payable                                                             $ 48
   Accrued property taxes                                                          182
   Tenant security deposit liabilities                                              31
   Other liabilities                                                                91
   Due to affiliate (Note D)                                                       198
   Mortgage note payable (Note B)                                                4,692

Partners' (Deficiency) Capital
   General partners                                             $ (3,795)
   Limited partners (130,000 units issued and outstanding)         2,865          (930)
                                                                              $ 4,312

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>



                           CENTURY PROPERTIES FUND XVI
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>


                                                               Years Ended December 31,
                                                                  2004          2003

Revenues:
<S>                                                             <C>            <C>
  Rental income                                                 $ 1,430        $ 1,637
  Other income                                                      186            207
      Total revenues                                              1,616          1,844

Expenses:
  Operating                                                         904            865
  General and administrative                                        185            281
  Depreciation                                                      439            436
  Interest                                                          393            398
  Property tax                                                      183            207
      Total expenses                                              2,104          2,187

Loss from continuing operations                                    (488)          (343)
(Loss) income from discontinued operations (Note A)                (290)           106
Gain on sale of discontinued operations (Note F)                  4,684             --

Net income (loss) (Note C)                                      $ 3,906        $ (237)

Net income (loss) allocated to general partners (6.9%)           $ 269          $ (16)

Net income (loss) allocated to limited partners (93.1%)           3,637           (221)

                                                                $ 3,906        $ (237)
Per limited partnership unit:
Loss from continuing operations                                 $ (3.49)       $ (2.46)
(Loss) income from discontinued operations                        (2.07)           .76
Gain on sale of discontinued operations                           33.54             --

Net income (loss) per limited partnership unit                  $ 27.98        $ (1.70)

Distributions per limited partnership unit                      $ 34.86        $ 3.20

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>


                           CENTURY PROPERTIES FUND XVI
     CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL
                        (in thousands, except unit data)

<TABLE>
<CAPTION>


                                        Limited
                                      Partnership     General      Limited
                                         Units        Partners     Partners      Total

<S>                                     <C>             <C>        <C>          <C>
Original capital contributions          130,000         $ --       $65,000      $65,000

Partners' (deficiency) capital
  at December 31, 2002                  130,000       $(3,871)     $ 4,397       $ 526

Distributions to partners                    --           (36)        (416)        (452)

Net income for the year ended
  December 31, 2003                          --           (16)        (221)        (237)

Partners' (deficiency) capital
  At December 31, 2003                  130,000        (3,923)       3,760         (163)

Distributions to partners                    --          (141)      (4,532)      (4,673)

Net income for the year ended
  December 31, 2004                          --           269        3,637        3,906

Partners' (deficiency) capital
  At December 31, 2004                  130,000       $(3,795)     $ 2,865      $ (930)

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>


                           CENTURY PROPERTIES FUND XVI

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

                                                                          Year Ended
                                                                         December 31,
                                                                       2004         2003
Cash flows from operating activities:
<S>                                                                   <C>          <C>
  Net income (loss)                                                   $ 3,906      $ (237)
  Adjustments to reconcile net income (loss) to net cash
   (used in) provided by operating activities:
     Depreciation                                                         439          720
     Amortization of loan costs                                            20           32
     Gain on sale of discontinued operations                           (4,684)          --
     Loss on early extinguishment of debt                                 229           --
     Change in accounts:
      Receivables and deposits                                             71           55
      Other assets                                                          5          (36)
      Accounts payable                                                    (56)          95
      Accrued property taxes                                              (25)          (7)
      Tenant security deposit liabilities                                 (36)          13
      Due to affiliates                                                   (48)          49
      Other liabilities                                                   (55)          44
       Net cash (used in) provided by operating activities               (234)         728

Cash flows from investing activities:
  Property improvements and replacements                                 (237)        (292)
  Net withdrawals from (deposits to) restricted escrows                    59          (46)
  Proceeds from sale of investment property                             7,321           --
       Net cash provided by (used in) investing activities              7,143         (338)

Cash flows from financing activities:
  Repayment of mortgage note payable                                   (2,089)          --
  Payments on mortgage notes payable                                      (87)        (112)
  Prepayment penalty paid                                                (202)          --
  Distributions to partners                                            (4,673)        (452)
  Advances from affiliates                                                197           --
       Net cash used in financing activities                           (6,854)        (564)

Net increase (decrease) in cash and cash equivalents                       55         (174)

Cash and cash equivalents at beginning of year                             44          218

Cash and cash equivalents at end of year                               $ 99         $ 44

Supplemental disclosure of cash flow information:
  Cash paid for interest                                               $ 402        $ 546

Supplemental disclosure of non-cash activity:
  Property improvements and replacements included in accounts
   payable                                                             $ 12         $ 46

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>



                           CENTURY PROPERTIES FUND XVI

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2004

Note A - Organization and Significant Accounting Policies

Organization: Century Properties Fund XVI (the "Partnership" or "Registrant") is
a  California  limited  partnership  organized  in December  1980 to acquire and
operate residential apartment properties. The Partnership's general partners are
Fox Capital  Management  Corporation  ("FCMC" or the "Managing General Partner")
and Fox Realty  Investors  ("FRI").  As of December  31, 2004,  the  Partnership
operates  one  residential  apartment  complex  located in Texas.  The  Managing
General Partner is a subsidiary of Apartment  Investment and Management  Company
("AIMCO"),  a publicly  traded real estate  investment  trust.  The  Partnership
Agreement  provides  that the  Partnership  is to terminate on December 31, 2025
unless terminated prior to such date.

Basis of  Presentation:  In accordance  with  Statement of Financial  Accounting
Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets",  the  consolidated  statements of operations  for the years
ended  December  31,  2004 and 2003  reflect  the  operations  of Ralston  Place
Apartments as (loss) income from  discontinued  operations due to the property's
sale in January 2004.  The results of the  property's  operations  for the years
ended  December  31, 2004 and 2003 of  approximately  ($290,000)  and  $106,000,
respectively,  are included in (loss) income from  discontinued  operations  and
include revenues of approximately $61,000 and $1,208,000, respectively.

Principles of Consolidation: The Partnership's consolidated financial statements
include the accounts of the Partnership and one wholly owned partnership and one
99% owned  partnership.  The general partner of the 99% owned partnership can be
removed by the  Partnership;  therefore,  this  partnership  is  controlled  and
consolidated by the Partnership. All significant  interpartnership  transactions
have been eliminated.

Use of Estimates:  The  preparation of financial  statements in conformity  with
accounting   principles   generally  accepted  in  the  United  States  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.

Allocation to Partners:  Net income and losses (excluding those arising from the
occurrence of sales or  dispositions) of the Partnership will be allocated 5% to
the general partners with the remaining 95% allocated 2% to the general partners
and 98% to the limited partners.

Distributions of available cash,  except as discussed below, are allocated 5% to
the general partners with the remaining 95% allocated 2% to the general partners
and 98% to the limited partners.

In accordance  with the Partnership  Agreement,  any gain from the sale or other
disposition of  Partnership  properties  shall be allocated:  (i) to the general
partners to the extent they are entitled to receive  distributions of cash; (ii)
7% to the general  partners and 93% to the limited  partners,  to the extent the
general  partners  have a deficit  capital  balance;  and  (iii) to the  limited
partners.

Cash  from  sales or other  disposition,  or  refinancing  and  working  capital
reserves must be distributed as follows:  (i) first, 2% to the general  partners
and 98% to the limited  partners until an aggregate amount is distributed to the
limited  partners  equal  to  the  total  of  their  original  invested  capital
contributed plus 8% per year,  determined on a cumulative,  noncompounded basis,
on adjusted  invested capital,  adjusted as needed, of such Limited  Partnership
Unit Holder;  (ii) second,  to the general  partners 15% of any additional  cash
from  sales  or  refinancing   and  working   capital   reserve   available  for
distribution,  and (iii) the  remainder  shall be  allocated  98% to the limited
partners  and 2% to the  general  partners.  Upon  sale  of all  properties  and
termination  of  the  Partnership,  the  general  partners  may be  required  to
contribute  certain funds to the  Partnership in accordance with the Partnership
Agreement.

Restricted  Escrows:  Per the  Partnership  Agreement,  Woods of Inverness makes
monthly  deposits  to maintain a reserve for normal  repairs,  replacements  and
contingencies. At December 31, 2004, this reserve totaled approximately $76,000.

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in
banks.  At certain times,  the amount of cash deposited at a bank may exceed the
limit on insured  deposits.  Cash  balances  included  approximately  $87,000 at
December 31, 2004 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used for
real property over 19 years for additions  after May 8, 1985, and before January
1, 1987. As a result of the Tax Reform Act of 1986, for additions after December
31, 1986, the modified accelerated cost recovery method is used for depreciation
of (1) real property over 27 1/2 years and personal  property  additions  over 5
years.

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

Tenant  Security  Deposits:  The  Partnership  requires  security  deposits from
lessees for the duration of the lease.  The security  deposits are refunded when
the tenant vacates, provided the tenant has not damaged its space and is current
on its rental payments.

Deferred  Costs:  Loan costs of  approximately  $184,000  are  included in other
assets  in the  accompanying  consolidated  balance  sheet.  The loan  costs are
amortized  over the term of the related  loan  agreement.  At December 31, 2004,
accumulated  amortization is approximately $164,000.  Amortization of loan costs
is included in interest expense and (loss) income from  discontinued  operations
and was approximately  $20,000 and $32,000 for the years ended December 31, 2004
and 2003,  respectively.  Amortization  expense is expected to be  approximately
$18,000 for 2005 and approximately $2,000 for 2006 at which time loan costs will
be fully amortized.

Leasing   commissions  and  other  direct  costs  incurred  in  connection  with
successful  leasing  efforts are  deferred and  amortized  over the terms of the
related leases. Amortization of these costs is included in operating expenses.

Investment  Property:  Investment property consists of one apartment complex and
is stated at cost.  Acquisition  fees are  capitalized as a cost of real estate.
The  Partnership  capitalizes  all  expenditures  in excess of $250 that clearly
relate  to the  acquisition  and  installation  of real  and  personal  property
components.  These  expenditures  include  costs  incurred  to replace  existing
property components, costs incurred to add a material new feature to a property,
and costs that  increase  the useful  life or  service  potential  of a property
component.  These  capitalized costs are depreciated over the useful life of the
asset.  Expenditures for ordinary  repairs,  maintenance and apartment  turnover
costs are expensed as incurred. In accordance with SFAS No. 144, "Accounting for
the  Impairment  or Disposal of  Long-Lived  Assets,"  the  Partnership  records
impairment  losses on  long-lived  assets  used in  operations  when  events and
circumstances  indicate  that the assets might be impaired and the  undiscounted
cash flows  estimated to be generated by those assets are less than the carrying
amounts of those assets. No adjustments for impairment of value were recorded in
the years ended December 31, 2004 or 2003.

Fair Value of Financial Instruments: 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"
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  instruments  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)  approximate  their  fair value due to the short  term  maturity  of these
instruments.  The Partnership  estimates the fair value of its long term debt by
discounting  future  cash flows  using a discount  rate  commensurate  with that
currently  believed to be available to the Partnership  for similar term,  fully
amortizing  long-term debt. The fair value of the  Partnership's  long term debt
approximates its carrying balance.

Advertising  Costs:  The  Partnership  expenses  the  costs  of  advertising  as
incurred.  Advertising costs of approximately  $94,000 and $70,000 for the years
ended  December  31,  2004 and 2003,  respectively,  were  charged to  operating
expenses and (loss) income from discontinued operations.

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also established  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.

Note B - Mortgage Note Payable

The principle terms of the mortgage note payable is as follows:
<TABLE>
<CAPTION>

                 Principal      Monthly                                    Principal
                Balance At      Payment                                     Balance
               December 31,    Including   Interest    Period    Maturity    Due At
   Property        2004        Interest      Rate    Amortized     Date     Maturity
                     (in thousands)                                      (in thousands)
Woods of
 Inverness
<S>               <C>            <C>        <C>        <C>        <C>        <C>
  Apartments      $4,692         $ 38       7.88%      30 yrs     1/2006     $4,602
</TABLE>

The mortgage  note payable is a fixed rate  mortgage  that is  non-recourse  and
secured  by a pledge of the  Partnership's  rental  property  and by a pledge of
revenues from the respective rental property. The mortgage note payable includes
a prepayment penalty if repaid prior to maturity.  Further, the property may not
be sold subject to existing indebtedness.

Scheduled principal payments of the mortgage note payable subsequent to December
31, 2004 are as follows (in thousands):

                             2005                  90
                             2006               4,602
                                              $ 4,692

Note C - 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.

Differences between the net income (loss) as reported and Federal taxable income
result  primarily  from  depreciation  over  different  methods and lives and on
differing cost basis. The following is a  reconciliation  of reported net income
(loss) and Federal taxable income (in thousands except per unit data):

                                                     2004          2003

Net income (loss) as reported                       $3,906        $ (237)
Add (deduct):
  Unearned revenue                                    (21)             1
  Depreciation differences                             212           402
  Miscellaneous                                       (144)           98
  Gain on sale                                       1,188            --

Federal taxable income                              $5,141         $ 264

Federal taxable income per limited
  partnership unit                                  $36.11        $ 1.89

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):

                                                 2004

Net liabilities as reported                     $ (930)
Land and buildings                                  98
Accumulated depreciation                        (1,651)
Syndication and distribution costs               8,258
Other                                               59

Net assets - Federal tax basis                 $ 5,834

Note D - Transactions with Affiliated Parties

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

Affiliates of the Managing General Partner receive 5% of gross receipts from the
Partnership's   properties  for  providing  property  management  services.  The
Partnership paid to such affiliates  approximately  $89,000 and $150,000 for the
years  ended  December  31,  2004 and 2003,  respectively,  which is included in
operating expenses and (loss) income from discontinued operations.

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses amounting to approximately $109,000 and
$180,000 for the years ended December 31, 2004 and 2003, respectively,  which is
included in general and administrative expenses. For the year ended December 31,
2003 the first three quarters were based on estimated  amounts and in the fourth
quarter of 2003, the reimbursements of accountable  administrative expenses were
adjusted  based on actual costs (see "Note G").  The  adjustment  to  management
reimbursements was included in general and administrative expenses.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership,  the Managing  General Partner is entitled to receive a Partnership
management fee equal to 5% of the Partnership's adjusted cash from operations as
distributed.  Approximately  $22,000 of  Partnership  management  fees were paid
along with the distributions from operations made during the year ended December
31,  2003 and is included in general  partner  distributions.  No such fees were
paid for the year ending December 31, 2004 as there was not a distribution  from
operations during this period.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  During the year ended  December  31,  2004,  an  affiliate  of the
Managing  General  Partner  exceeded  this limit and  advanced  the  Partnership
approximately $197,000 to cover operating expenses and property improvements and
replacements.   Interest   was  accrued  at  prime  plus  2%  and   amounted  to
approximately $1,000 for the year ended December 31, 2004.

There were no advances to the  Partnership  during the year ended  December  31,
2003.  Other  than  cash  and  cash  equivalents,  the  line  of  credit  is the
Partnership's only unused source of liquidity. At December 31, 2004, the advance
and accrued interest of approximately $198,000 remains unpaid and is included in
due to affiliate.

The  Partnership  insures its  property up to certain  limits  through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner. During the years ended December 31, 2004 and 2003, the
Partnership  was charged by AIMCO and its affiliates  approximately  $37,000 and
$43,000,  respectively,  for insurance  coverage and fees associated with policy
claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 84,849.69 limited partnership units
(the "Units") in the Partnership representing 65.27% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 65.27% of
the outstanding  Units,  AIMCO and its affiliates are in a position to influence
all voting decisions with respect to the Partnership.  However,  with respect to
47,488.68 units, owned by AIMCO IPLP, L.P., an affiliate of the Managing General
Partner and of AIMCO, such affiliate is required to vote such Units: (i) against
any increase in compensation  payable to the Managing  General Partner or to its
affiliates;  and (ii) on all other matters submitted by it or its affiliates, in
proportion  to the  votes  cast  by  third  party  unitholders.  Except  for the
foregoing, no other limitations are imposed on AIMCO and its affiliates' ability
to influence  voting  decisions  with respect to the  Partnership.  Although the
Managing  General Partner owes fiduciary  duties to the limited  partners of the
Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as
its sole stockholder.  As a result,  the duties of the Managing General Partner,
as managing  general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the Managing  General  Partner to AIMCO as
its sole stockholder.

Note E - Investment Property and Accumulated Depreciation
<TABLE>
<CAPTION>

                                                Initial Cost
                                               To Partnership
                                               (in thousands)
                                                        Buildings           Costs
                                                       and Related      (Written Off)
                                                        Personal        Subsequent to
     Description         Encumbrances       Land        Property         Acquisition
                        (in thousands)                                 (in thousands)
<S>                         <C>            <C>           <C>               <C>
Woods of Inverness          $ 4,692        $ 1,292       $10,305           $ (696)
</TABLE>

                          Gross Amount At Which Carried
                              At December 31, 2004
                                 (in thousands)
<TABLE>
<CAPTION>

                                Buildings
                               And Related
                                 Personal               Accumulated       Date    Depreciable
     Description        Land     Property     Total     Depreciation    Acquired   Life-Years
                                                       (in thousands)

<S>                    <C>       <C>         <C>          <C>            <C>        <C>
Woods of Inverness     $ 905     $ 9,996     $10,901      $ 7,112        07/82      5-30 yrs
</TABLE>

Reconciliation of "Investment Property and Accumulated Depreciation":

                                                Years Ended December 31,
                                                  2004            2003
                                                     (in thousands)

Balance at beginning of year                    $10,698          $17,397
  Property improvements                             203              338
  Investment property held for sale                  --           (7,037)
Balance at end of year                          $10,901          $10,698

Accumulated Depreciation

Balance at beginning of year                    $ 6,673          $10,349
  Additions charged to expense                      439              720
  Investment property held for sale                  --           (4,396)
Balance at end of year                          $ 7,112          $ 6,673

The aggregate cost of the investment property for Federal income tax purposes at
December  31,  2004  and  2003 is  approximately  $10,999,000  and  $10,805,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at  December  31,  2004 and 2003 is  approximately  $8,763,000  and  $8,583,000,
respectively.

Note F - Sale of Investment Property

On January 30,  2004,  the  Partnership  sold  Ralston  Place  Apartments  to an
unaffiliated  third  party for  $7,725,000.  After  payment of closing  costs of
approximately  $404,000,  the net  proceeds  received  by the  Partnership  were
approximately  $7,321,000.  The  Partnership  used a portion of the  proceeds to
repay the mortgage  encumbering the property of  approximately  $2,089,000.  The
sale of the property resulted in a gain on the sale of approximately $4,684,000.
In addition,  the Partnership recorded a loss on early extinguishment of debt of
approximately  $229,000,  as a result of the write off of unamortized loan costs
and a prepayment  penalty which is included in (loss)  income from  discontinued
operations.  The  results  of the  property's  operations  for the  years  ended
December  31,  2004  and  2003  of   approximately   ($290,000)   and  $106,000,
respectively,  are included in (loss) income from  discontinued  operations  and
includes revenues of approximately $61,000 and $1,208,000, respectively.

Note G - Fourth-Quarter Adjustment

The Partnership's policy is to record management  reimbursements to the Managing
General Partner as allowed under the Partnership Agreement on a quarterly basis,
using estimated financial  information furnished by an affiliate of the Managing
General Partner.  For the first three quarters of 2003, these  reimbursements of
accountable  administrative expenses were based on estimated amounts. During the
fourth  quarter of 2003,  the  Partnership  recorded an adjustment to management
reimbursements to the Managing General Partner of approximately $49,000 due to a
difference  in the  estimated  costs and the actual costs  incurred.  The actual
management  reimbursements  to the Managing  General  Partner for the year ended
December  31, 2003 were  approximately  $180,000,  as compared to the  estimated
management  reimbursements  to the Managing  General Partner for the nine months
ended September 30, 2003 of approximately  $98,000. The adjustment to management
reimbursements was included in general and administrative  expenses.  There were
no material adjustments made in the fourth quarter of 2004.

Note H - Contingencies

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

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

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

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

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second appeal.  On March 21, 2005, the Court of Appeals issued  opinions in both
pending appeals. With regard to the settlement and judgment entered thereto, the
Court of Appeals vacated the trial court's order and remanded to the trial court
for further  findings on the basis that the "state of the record is insufficient
to permit meaningful  appellate  review".  With regard to the second appeal, the
Court of Appeals reversed the order requiring the Objector to pay referee fees.

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

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General  Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call." Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Managing  General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
(consolidated) financial condition or results of operations.

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

Environmental

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

Mold

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

SEC Investigation

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

Item 8.     Changes in and  Disagreements  with  Accountant on Accounting  and
            Financial Disclosures

None.

Item 8a.    Controls and Procedures

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

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 8b.    Other Information

            None.

                                    PART III

Item 9.     Directors,  Executive  Officers,  Promoters  and Control  Persons;
            Compliance with Section 16(a) of the Exchange Act

Century  Properties  Fund XVI (the  "Partnership"  or the  "Registrant")  has no
officers  or  directors.  Fox  Capital  Management  Corporation  ("FCMC"  or the
"Managing  General  Partner"),  manages and  controls  substantially  all of the
Partnership's  affairs and has general  responsibility  in all matters affecting
its business.

The names and ages of, as well as the positions and offices held by, the present
directors  and  officers of the  Managing  General  Partner are set forth below.
There are no family relationships between or among any officers or directors.

Name                        Age    Position

Martha L. Long               45    Director and Senior Vice President
Harry G. Alcock              42    Director and Executive Vice President
Miles Cortez                 61    Executive Vice President, General Counsel
                                     and Secretary
Patti K. Fielding            41    Executive Vice President
Paul J. McAuliffe            48    Executive Vice President and Chief
                                     Financial Officer
Thomas M. Herzog             42    Senior Vice President and Chief Accounting
                                     Officer
Stephen B. Waters            43    Vice President

Martha L. Long has been a Director  and Senior Vice  President of the Managing
General  Partner  since  February  2004.  Ms.  Long has been with AIMCO  since
October  1998 and has served in  various  capacities.  From 1998 to 2001,  Ms.
Long served as Senior Vice  President and Controller of AIMCO and the Managing
General  Partner.  During  2002 and 2003,  Ms.  Long  served  as  Senior  Vice
President of Continuous Improvement for AIMCO.

Harry G. Alcock was appointed as a Director of the Managing  General  Partner in
October 2004 and was appointed  Executive Vice President of the Managing General
Partner  in  February  2004 and has been  Executive  Vice  President  and  Chief
Investment Officer of AIMCO since October 1999. Prior to October 1999 Mr. Alcock
served as a Vice President of AIMCO from July 1996 to October 1997,  when he was
promoted to Senior Vice  President  Acquisitions  where he served until  October
1999. Mr. Alcock has had responsibility for acquisition and financing activities
of AIMCO since July 1994.

Miles  Cortez was  appointed  Executive  Vice  President,  General  Counsel  and
Secretary  of the  Managing  General  Partner in  February  2004 and of AIMCO in
August 2001. Prior to joining AIMCO, Mr. Cortez was the senior partner of Cortez
Macaulay Bernhardt & Schuetze LLC, a Denver law firm, from December 1997 through
September 2001.

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the Managing  General Partner in February 2004 and of AIMCO in February 2003.
Ms.  Fielding was appointed  Treasurer of AIMCO in January 2005. Ms. Fielding is
responsible  for  debt  financing  and the  treasury  department.  Ms.  Fielding
previously  served as Senior Vice  President - Securities and Debt of AIMCO from
January 2000 to February 2003. Ms.  Fielding  joined AIMCO in February 1997 as a
Vice President.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the Managing  General  Partner since April 2002. Mr.  McAuliffe has served as
Executive Vice  President of AIMCO since  February 1999 and was appointed  Chief
Financial Officer of AIMCO in October 1999. From May 1996 until he joined AIMCO,
Mr. McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas M.  Herzog was  appointed  Senior  Vice  President  and Chief  Accounting
Officer of the Managing General Partner in February 2004 and of AIMCO in January
2004.  Prior to joining AIMCO in January 2004, Mr. Herzog was at GE Real Estate,
serving  as Chief  Accounting  Officer & Global  Controller  from  April 2002 to
January 2004 and as Chief Technical Advisor from March 2000 to April 2002. Prior
to joining GE Real  Estate,  Mr.  Herzog was at  Deloitte & Touche LLP from 1990
until 2000.

Stephen B. Waters was appointed Vice President of the Managing  General  Partner
in April  2004.  Mr.  Waters  previously  served as a  Director  of Real  Estate
Accounting   since   joining   AIMCO  in   September   1999.   Mr.   Waters  has
responsibilities for real estate and partnership accounting with AIMCO.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act.  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The board of directors of the Managing  General Partner does not have a separate
audit committee. As such, the board of directors of the Managing General Partner
fulfills  the  functions  of an audit  committee.  The  board of  directors  has
determined  that  Martha L. Long meets the  requirement  of an "audit  committee
financial expert".

The directors and officers of the Managing  General  Partner with authority over
the Partnership are all employees of subsidiaries of AIMCO.  AIMCO has adopted a
code of ethics that applies to such  directors  and  officers  that is posted on
AIMCO's  website  (www.AIMCO.com).   AIMCO's  website  is  not  incorporated  by
reference to this filing.

Item 10.    Executive Compensation

No direct form of compensation  or  remuneration  was paid by the Partnership to
any officer or director of Fox Capital Management Corporation. However, fees and
other payments have been made to the Partnership's  Managing General Partner and
its  affiliates,  as described in "Item 12.  Certain  Relationships  and Related
Transactions."

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner  of  more  than 5% of the  Limited  Partnership  Units  of the
Registrant as of December 31, 2004.

               Name of                                         Percentage
          Beneficial Owner                Number of Units       of Class

AIMCO IPLP, L.P.
  (an affiliate of AIMCO)                    47,488.68           36.53%
AIMCO Properties, L.P.
  (an affiliate of AIMCO)                    37,161.01           28.59%
Fox Capital Management Corp
  (an affiliate of AIMCO)`                      200.00            0.15%

AIMCO IPLP, L.P. and Fox Capital  Management  Corp. are indirectly  ultimately
owned by AIMCO. Their business addresses are 55 Beattie Place, Greenville,  SC
29602.

AIMCO  Properties  L.P. is  indirectly  ultimately  controlled  by AIMCO.  Its
business address is 4582 S. Ulster St. Parkway,  Suite 1100, Denver,  Colorado
80237.

No director or officer of the Managing General Partner owns any units.

Item 12.    Certain Relationships and Related Transactions

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

Affiliates of the Managing General Partner receive 5% of gross receipts from the
Partnership's   properties  for  providing  property  management  services.  The
Partnership paid to such affiliates  approximately  $89,000 and $150,000 for the
years  ended  December  31,  2004 and 2003,  respectively,  which is included in
operating expenses and (loss) income from discontinued operations.

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses amounting to approximately $109,000 and
$180,000 for the years ended December 31, 2004 and 2003, respectively,  which is
included in general and administrative expenses. For the year ended December 31,
2003 the first three quarters were based on estimated  amounts and in the fourth
quarter of 2003, the reimbursements of accountable  administrative expenses were
adjusted  based on actual costs (see "Note G").  The  adjustment  to  management
reimbursements was included in general and administrative expenses.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership,  the Managing  General Partner is entitled to receive a Partnership
management fee equal to 5% of the Partnership's adjusted cash from operations as
distributed.  Approximately  $22,000 of  Partnership  management  fees were paid
along with the distributions from operations made during the year ended December
31,  2003 and is included in general  partner  distributions.  No such fees were
paid for the year ending December 31, 2004 as there was not a distribution  from
operating during this period.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  During the year ended  December  31,  2004,  an  affiliate  of the
Managing  General  Partner  exceeded  this limit and  advanced  the  Partnership
approximately $197,000 to cover operating expenses and property improvements and
replacements.   Interest   was  accrued  at  prime  plus  2%  and   amounted  to
approximately  $1,000  for the year  ended  December  31,  2004.  There  were no
advances to the Partnership  during the year ended December 31, 2003. Other than
cash and cash equivalents,  the line of credit is the Partnership's  only unused
source of liquidity.  At December 31, 2004, the advance and accrued  interest of
approximately $198,000 remains unpaid and is included in due to affiliate.

The  Partnership  insures its  property up to certain  limits  through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner. During the years ended December 31, 2004 and 2003, the
Partnership  was charged by AIMCO and its affiliates  approximately  $37,000 and
$43,000,  respectively,  for insurance  coverage and fees associated with policy
claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 84,849.69 limited partnership units
(the "Units") in the Partnership representing 65.27% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 65.27% of
the outstanding  Units,  AIMCO and its affiliates are in a position to influence
all voting decisions with respect to the Partnership.  However,  with respect to
47,488.68 units, owned by AIMCO IPLP, L.P., an affiliate of the Managing General
Partner and of AIMCO, such affiliate is required to vote such Units: (i) against
any increase in compensation  payable to the Managing  General Partner or to its
affiliates;  and (ii) on all other matters submitted by it or its affiliates, in
proportion  to the  votes  cast  by  third  party  unitholders.  Except  for the
foregoing, no other limitations are imposed on AIMCO and its affiliates' ability
to influence  voting  decisions  with respect to the  Partnership.  Although the
Managing  General Partner owes fiduciary  duties to the limited  partners of the
Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as
its sole stockholder.  As a result,  the duties of the Managing General Partner,
as managing  general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the Managing  General  Partner to AIMCO as
its sole stockholder.

Item 13.    Exhibits

            See Exhibit Index attached.

Item 14.          Principal Accountant Fees and Services

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements  of the  Partnership  for 2005.  The
aggregate  fees billed for  services  rendered by Ernst & Young LLP for 2004 and
2003 are described below.

Audit Fees. Fees for audit services  totaled  approximately  $37,000 and $38,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees. Fees for tax services  totaled  approximately  $10,000 for both of the
years 2004 and 2003.


<PAGE>


                                   SIGNATURES



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


                                    CENTURY PROPERTIES FUND XVI


                                    By:   Fox Capital Management Corporation
                                          Managing General Partner


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


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


                                    Date: March 31, 2005


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

/s/Harry G. Alcock            Director and Executive    Date: March 31, 2005
Harry G. Alcock               Vice President


/s/Martha L. Long             Director and Senior Vice  Date: March 31, 2005
Martha L. Long                President


/s/Stephen B. Waters          Vice President            Date: March 31, 2005
Stephen B. Waters


<PAGE>


                           CENTURY PROPERTIES FUND XVI

                                  EXHIBIT INDEX


Exhibit Number    Description of Exhibit

      2.5         Master  Indemnity  Agreement  incorporated  by  reference to
                  Exhibit 2.5 to Form 8-K filed by Insignia  Financial  Group,
                  Inc.  with  the  Securities   and  Exchange   Commission  on
                  September 1, 1995.

      3.4         Agreement of Limited  Partnership  incorporated by reference
                  to  Exhibit  A to the  Prospectus  of the  Registrant  dated
                  August 17, 1981 and  thereafter  supplemented  June 25, 1979
                  and thereafter  supplemented,  included in the  Registrant's
                  Registration Statement on Form S-11 (Reg. No. 2-71473).

      10.1        Form of First Mortgage Note dated as of December 29, 1995 from
                  the  Registrant  to Secore  Financial  Corporation  ("Secore")
                  relating  to the  refinancing  of the  Landings  and  Woods of
                  Inverness  incorporated  by  reference  to Exhibit 10.1 to the
                  Registrant's  Annual  Report of Form 10-KSB for the year ended
                  December 31, 1995.

      10.2        Form of First Mortgage Note dated as of December 29, 1995 from
                  the  Registrant to Secore  relating to the  refinancing of the
                  Landings and Woods of Inverness  incorporated  by reference to
                  Exhibit 10.2 to the Registrant's  Annual Report of Form 10-KSB
                  for the year ended December 31, 1995.

      10.3        Purchase and Sale Contract  between  Landings CPF 16, L.P. and
                  CNC  Investments,  Ltd.,  LLP, dated October 20, 2003.  (Filed
                  with Form 8-K dated January 30, 2004 and  incorporated  herein
                  by reference.)

      10.4        First Amendment to Purchase and Sale Contract between Landings
                  CPF 16, L.P., and CNC Investments, LTD., LLP dated December 9,
                  2003.  (Filed  with  Form  8-K  dated  January  30,  2004  and
                  incorporated herein by reference.)

      10.5        Second   Amendment  to  Purchase  and  Sale  Contract  between
                  Landings CPF 16, L.P.,  and CNC  Investments,  LTD., LLP dated
                  December 19, 2003. (Filed with Form 8-K dated January 30, 2004
                  and incorporated herein by reference.)

      10.6        Third Amendment to Purchase and Sale Contract between Landings
                  CPF 16, L.P.,  and CNC  Investments,  LTD., LLP dated December
                  30,  2003.  (Filed  with Form 8-K dated  January  30, 2004 and
                  incorporated herein by reference.)

      10.7        Assignment  and  Assumption  of  Purchase  and  Sale  Contract
                  between CNC  Investments,  Ltd.,  LLP, and  Sangeetha  Limited
                  Partnership dated January 27, 2004. (Filed with Form 8-K dated
                  January 30, 2004 and incorporated herein by reference.)


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

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

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



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have reviewed  this annual  report on Form 10-KSB of Century  Properties
      Fund XVI;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date:  March 31, 2005

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


1.    I have reviewed  this annual  report on Form 10-KSB of Century  Properties
      Fund XVI;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date:  March 31, 2005

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


<PAGE>


Exhibit 32.1


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



In connection  with the Annual Report on Form 10-KSB of Century  Properties Fund
XVI (the "Partnership"),  for the year ended December 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  Martha L.
Long, as the equivalent of the chief executive  officer of the Partnership,  and
Stephen B.  Waters,  as the  equivalent  of the chief  financial  officer of the
Partnership,  each hereby  certifies,  pursuant to 18 U.S.C.  Section  1350,  as
adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the
best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 31, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  March 31, 2005


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