CENTURY PROPERTIES FUND XVI, 10KSB, 1999-03-30

CENTURY PROPERTIES FUND XVI
10KSB, 1999-03-30
REAL ESTATE

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FORM 10-KSB-ANNUAL OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D)
(As last amended by 34-31905 effective 4/26/93)

[X] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934 [No Fee Required]

For the fiscal year ended December 31, 1998

[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]

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, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)

(864) 239-1000
Issuer's telephone number

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 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. $ 2,976,000.

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, 1998. 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

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Century Properties Fund XVI (the "Partnership" or "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"), a California general partnership, are the
general partners of the Registrant. NPI Equity Investments II Inc., a Florida
Corporation ("NPI Equity"), is the managing partner of FRI (see "Transfer of
Control"). 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 Registrant 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
properties. The Registrant's original property portfolio was geographically
diversified with properties acquired in six states. The Registrant's
acquisition activities were completed in 1983, and since then, the principal
activity of the Registrant has been managing its portfolio. During the period
from 1986 through 1991, eight multi-family residential properties were sold or
otherwise disposed of. The Registrant continues to own and operate two of its
originally acquired properties. See "Item 2. Description of Properties."

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 partners 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
properties.

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.

The business in which the Partnership is engaged is highly competitive. There
are other residential properties within the market area of the Registrant's
properties. 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 Registrant's properties and the rents that may be charged for such
apartments. While the Managing General Partner and its affiliates are a
significant factor in the United States in the apartment industry, competition
for the apartments is local. In addition, various limited partnerships have
been formed by the Managing General Partner and/or affiliates to engage in
business which may be competitive with the Registrant.

Both the income and expenses of operating the remaining properties owned by the
Partnership are subject to factors outside of the Partnership's control, such as
an oversupply of similar properties resulting from overbuilding, increases in
unemployment or population shifts, reduced 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.

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 properties
owned by the Partnership.

The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.

Transfer of Control

Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into AIMCO, with AIMCO being the surviving corporation (the "Insignia
Merger"). As a result, AIMCO ultimately acquired a 100% ownership interest in
Insignia Properties Trust ("IPT"), the entity which controls the Managing
General Partner. The Managing General Partner does not believe that this
transaction will have a material effect on the affairs and operations of the
Partnership.

ITEM 2. DESCRIPTION OF PROPERTIES:

The following table sets forth the Registrant's investments in properties:

Date of
Property Purchase Type of Ownership Use

The Landings Apartments 06/82 Fee ownership subject to Residential rental
Tampa, Florida first mortgage (1) 200 units

Woods of Inverness
Apartments 07/82 Fee ownership subject to Residential rental
Houston, Texas first mortgage (1) 272 units

(1) The property is held by a Limited Partnership which is wholly-owned by the
Registrant.

SCHEDULE OF PROPERTIES:

Set forth below for each of the Registrant's properties is the gross carrying
value, accumulated depreciation, depreciable life, method of depreciation and
Federal tax basis.

Carrying Accumulated Federal

Property Value Depreciation Rate Method Tax Basis

(in thousands) (in thousands)

The Landings Apartments $ 6,029 $ 3,088 5-30 yrs (1) $ 1,062

Woods of Inverness

Apartments 9,535 4,716 5-30 yrs (1) 1,885

$ 15,564 $ 7,804 $ 2,947

(1) Straight - line

See "Note A" of the financial statements included in "Item 7." for a description
of the Partnership's depreciation policy.

SCHEDULE OF PROPERTY INDEBTEDNESS:

The following table sets forth certain information relating to the loans
encumbering the Registrant's properties.

Principal Principal

Balance At Balance

December 31, Interest Period Maturity Due At

Property 1998 Rate Amortized Date Maturity

(in thousands) (in thousands)

The Landings Apartments $ 2,238 7.88% 30 years 1/2006 $ 2,016

Woods of Inverness

Apartments 5,109 7.88% 30 years 1/2006 4,602

$ 7,347 $ 6,618

Each mortgage note payable is non-recourse and secured by a pledge of the
applicable Partnership property and the rental revenues derived therefrom.

See "Item 7. Financial Statements - Note C" for information with respect to the
Registrant's ability to prepay these loans and other specific details as to the
terms of the loans.

RENTAL RATES AND OCCUPANCY:

Average annual rental rates and occupancy for 1998 and 1997 for each property:

Average Annual Average

Rental Rates Occupancy

Property 1998 1997 1998 1997

The Landings Apartments $5,374/unit $5,369/unit 95% 94%

Woods of Inverness Apartments 7,098/unit 6,857/unit 97% 96%

As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other apartment complexes in the area. The Managing General
Partner believes that all of the properties are adequately insured. Each
property is an apartment complex which leases units for lease terms of one year
or less. No residential tenant leases 10% of more of the available rental
space. All of the properties are in good 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 1998 for each property were:

1998 1998

Billing Rate

(in thousands)

The Landings Apartments $ 75 2.52%

Woods of Inverness Apartments 171 2.79%

CAPITAL IMPROVEMENTS:

During 1998, the Partnership spent $428,000 on capital improvements at Woods of
Inverness, primarily consisting of building improvements to increase the
property's curb appeal, carpet and balcony replacements and fencing repairs.
These improvements were funded from cash flow and replacement reserves. Based
on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Managing General
Partner on interior improvements, it is estimated that the property requires
approximately $246,000 of capital improvements over the near-term. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $205,000 for 1999 at this property consisting of air conditioning
and electrical upgrades, flooring replacements and fencing repairs.

During 1998, the Partnership spent $189,000 on capital improvements at the
Landings, primarily consisting of various building upgrades, flooring and
appliance replacements, and signage. These improvements were funded from cash
flow and replacement reserves. Based on a report received from an independent
third party consultant analyzing necessary exterior improvements and estimates
made by the Managing General Partner on interior improvements, it is estimated
that the property requires approximately $337,000 of capital improvements over
the near-term. The Partnership has budgeted, but is not limited to, capital
improvements of approximately $341,000 for 1999 at this property consisting of a
roof replacement project, structural repairs, appliance replacement and
landscaping.

The capital improvements planned for 1998 at the Partnership's properties will
be made only to the extent of cash available from operations and Partnership
reserves.

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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates as well as a recently
announced agreement between Insignia and Apartment Investment and Management
Company. The complaint seeks monetary damages and equitable relief, including
judicial dissolution of the Partnership. On June 25, 1998, the Managing General
Partner filed a motion seeking dismissal of the action. In lieu of responding to
the motion, the plaintiffs have filed an amended complaint. The Managing
General Partner has filed demurrers to the amended complaint which were heard
during February 1999. No ruling on such demurrers has been received. The
Managing General Partner does not anticipate that costs associated with this
case, if any, to be material to the Partnership's overall operations.

On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled EVEREST PROPERTIES, LLC. V.
INSIGNIA FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of
California, county of Los Angeles. The action involves 44 real estate limited
partnerships (including the Partnership) in which the plaintiffs allegedly own
interests and which Insignia Affiliates allegedly manage or control (the
"Subject Partnerships"). This case was settled on March 3, 1999. The
Partnership is responsible for a portion of the settlement. The expense will
not have a material effect on the Partnership's operations.

The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the quarter ended December 31, 1998, 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 SECURITY HOLDER
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
5,501 Limited Partners of record. Affiliates of the Managing General Partner own
47,418.68 units or 36.476% at December 31, 1998. 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 did not make any distributions to its partners during 1998 or
1997. Future distributions will be dependent on the levels of net cash generated
from operations, refinancings, sale of the properties and the availability of
cash reserves. The Partnership's distribution policy will be reviewed on a
quarterly basis. There can be no assurance, however, that the Partnership will
generate sufficient funds from operations, after required capital expenditures,
to permit distributions to its partners in 1999 or subsequent periods.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The matters discussed in this Form 10-KSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained in this Form 10-KSB and the other filings with the Securities and
Exchange Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations, including forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operation. Accordingly,
actual results could differ materially from those projected in the forward-
looking statements as a result of a number of factors, including those
identified herein.

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

Results of Operations

The Registrant's net income for the year ended December 31, 1998, was $127,000
as compared to a net loss of $157,000 for the year ended December 31, 1997.
(See "Note D" of the financial statements for a reconciliation of these amounts
to the Registrant's federal taxable income (loss)). The increase in net income
was due to an increase in total revenues and a decrease in total expenses.
Revenues increased primarily due to an increase in rental income. The increase
in rental income is primarily attributable to an increase in both occupancy and
average annual rental rates at The Landings Apartments and Woods of Inverness
Apartments. Also contributing to the increase in rental income was a decrease
in the amount of concessions incurred in order to maintain occupancy levels.

Expenses decreased primarily due to reductions in operating and general and
administrative expenses, partially offset by slight increases in depreciation
and property taxes. Operating expense decreased due to reductions in
maintenance expenses at both of the Partnership's investment properties along
with the completion of swimming pool repairs at The Landings and interior
building improvements at Woods of Inverness in 1997. For the year ended
December 31, 1997, the Partnership incurred a loss on disposal of property as a
result of a re-roofing project at the Woods of Inverness Apartments. This loss
is included in operating expense and was the result of the write-off of the old
roof that was not fully depreciated at the time of replacement. In addition,
insurance expense decreased due to a change in insurance carriers in late 1997.

Included in general and administrative expense at both December 31, 1998 and
1997 are management reimbursements to the Managing General Partner allowed under
the Partnership Agreement. These reimbursements decreased slightly during 1998.
In addition costs associated with the quarterly and annual communications with
investors and regulatory agencies and the annual audit required by the
Partnership Agreement are also included.

The increase in depreciation expense is a result of the amounts spent on capital
expenditures during the year. Property taxes increased as a result of a billing
increase at the Woods of Inverness.

As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.

Capital Resources and Liquidity

At December 31, 1998, the Registrant had cash and cash equivalents of
approximately $366,000 as compared to approximately $459,000 at December 31,
1997. The decrease in cash and cash equivalents is due to $608,000 of cash used
in investing activities and $75,000 of cash used in financing activities, which
was partially offset by $590,000 of cash provided by operating activities. Cash
used in investing activities consisted of capital improvements which was
partially offset by receipts from escrow accounts maintained by the mortgage
lender. Cash used in financing activities consisted of payments of principal
made on the mortgages encumbering the Registrant's properties. The Registrant
invests its working capital reserves in money market 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. The Partnership has no outstanding amounts due under this line of
credit. Based on present plans, the Managing General Partner does not
anticipate the need to borrow in the near future. 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 properties to adequately maintain the physical
assets and other operating needs of the Registrant and to comply with federal,
state, and local legal and regulatory requirements. The Registrant has budgeted
approximately $546,000 in capital improvements for all of the Registrant's
properties in 1999. Capital improvements include, but are not limited to, air
conditioning and electrical upgrades, fencing repairs, a roof replacement
project, structural repairs, flooring and appliance replacements and
landscaping.

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

The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $7,347,000 is amortized over 360 months with a
balloon payment of approximately $6,618,000 due January 1, 2006. The Managing
General Partner will attempt to refinance such indebtedness and/or sell the
properties prior to such maturity date. If the properties cannot be refinanced
or sold for a sufficient amount, the Registrant will risk losing such properties
through foreclosure.

Year 2000 Compliance

General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems

The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.

Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.

The Managing Agent's plan to resolve Year 2000 issues involves four Phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.

Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase

Computer Hardware:

During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, PC-based network servers and routers
and desktop PCs were analyzed for compliance. The Managing Agent has begun to
replace each of the non-compliant network connections and desktop PCs and, as of
December 31, 1998, had completed approximately 75% of this effort.

The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by March
31, 1999.

Computer software:

The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.

During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and the testing process is
expected to be completed by March 31, 1999.

The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
March 31, 1999.

Operating Equipment:

The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).

The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by March 31, 1999.

Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of December 31, 1998 the Managing Agent
has evaluated approximately 86% of the operating equipment for the Year 2000
compliance.

The total cost incurred for all properties managed by the Managing Agent as of
December 31, 1998 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by April 30, 1999.

The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within our enterprise.

Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000

The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.

The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.

The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.

Costs to Address Year 2000

The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.

Risks Associated with the Year 2000

The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.

In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.

Contingency Plans Associated with the Year 2000

The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.

ITEM 7. FINANCIAL STATEMENTS

CENTURY PROPERTIES FUND XVI

LIST OF FINANCIAL STATEMENTS

Independent Auditors' Report _ Ernst & Young, LLP

Independent Auditors' Report _ Imowitz Koenig & Co., LLP

Consolidated Balance Sheet - December 31, 1998

Consolidated Statements of Operations - Years ended December 31, 1998 and
1997

Consolidated Statements of Changes in Partners' (Deficit) Capital - Years
ended December 31, 1998 and 1997

Consolidated Statements of Cash Flows - Years ended December 31, 1998 and
1997

Notes to Consolidated Financial Statements

To the Partners
Century Properties Fund XVI

Independent Auditors' Report

We have audited the accompanying consolidated balance sheet of Century
Properties Fund XVI as of December 31, 1998, and the related consolidated
statements of operations, changes in partners' capital (deficit) and cash
flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our
audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by the Partnership's
management, as well as evaluating the overall consolidated financial
statement presentation. We believe that our audit provides 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, 1998, and the consolidated results of its operations
and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.

/s/ Ernst & Young LLP

Greenville, South Carolina
March 3,1999

To the Partners
Century Properties Fund XVI
Greenville, South Carolina

Independent Auditors' Report

We have audited the accompanying consolidated statements of operations, changes
in partners' (deficit) capital and cash flows of Century Properties Fund XVI (a
limited partnership)(the "Partnership") and subsidiaries for the year ended
December 31, 1997. These consolidated financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated results of operations and cash flows of
Century Properties Fund XVI and subsidiaries for the year ended December 31,
1997, in conformity with generally accepted accounting principles.

/s/ Imowitz Koenig & Co., LLP
Certified Public Accountants

New York, N.Y.
January 23, 1998

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

December 31, 1998

Assets

Cash and cash equivalents $ 366

Receivables and deposits 370

Other assets 233

Restricted escrows 100

Investment properties (Notes C and F):

Land $ 1,409

Buildings and related personal property 14,155

15,564

Less accumulated depreciation (7,804) 7,760

$ 8,829

Liabilities and Partners' Capital

Liabilities

Accounts payable $ 56

Accrued property taxes 245

Tenant security deposit liabilities 51

Other liabilities 109

Mortgage notes payable (Notes C and F) 7,347

Partners' Capital (Deficit)

General partners $(3,834)

Limited partners (130,000 units issued

and outstanding) 4,855 1,021

$ 8,829

See Accompanying Notes to Consolidated Financial Statements

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

Years Ended December 31,

1998 1997

Revenues:

Rental income $ 2,855 $ 2,692

Other income 121 108

Total revenues 2,976 2,800

Expenses:

Operating 1,319 1,430

General and administrative 186 204

Depreciation 501 479

Interest 612 620

Property tax 231 224

Total expenses 2,849 2,957

Net income (loss) $ 127 $ (157)

Net income (loss) allocated to general partners (6.9%) $ 9 $ (11)

Net income (loss) allocated to limited partners (93.1%) 118 (146)

Net income (loss) $ 127 $ (157)

Net income (loss) per limited partnership unit $ 0.91 $ (1.12)

See Accompanying Notes to Consolidated Financial Statements

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

Limited

Partnership General Limited

Units Partners Partners Total

Original capital contributions 130,000 $ -- $65,000 $65,000

Partners' capital (deficit) at

December 31, 1996 130,000 $(3,832) $ 4,883 $ 1,051

Net loss for the year ended

December 31, 1997 -- (11) (146) (157)

Partners' capital (deficit) at

December 31, 1997 130,000 $(3,843) $ 4,737 $ 894

Net income for the year ended

December 31, 1998 -- 9 118 127

Partners capital (deficit) at

December 31, 1998 130,000 $(3,834) $ 4,855 $ 1,021

See Accompanying Notes to Consolidated Financial Statements

CENTURY PROPERTIES FUND XVI
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Years Ended December 31,

1998 1997

Cash flows from operating activities:

Net income (loss) $ 127 $ (157)

Adjustments to reconcile net income (loss) to net

cash provided by operating activities:

Depreciation 501 479

Amortization of loan costs 30 32

Loss on disposal of property -- 56

Change in accounts:

Receivables and deposits (63) (64)

Other assets 5 (6)

Accounts payable (32) 20

Accrued property taxes 8 51

Tenant security deposit liabilities 1 (6)

Other liabilities 13 30

Net cash provided by operating activities 590 435

Cash flows from investing activities:

Property improvements and replacements (617) (352)

Net receipts from (deposits to) restricted

escrows 9 (94)

Net cash used in investing activities (608) (446)

Cash flows from financing activities:

Payments on mortgage notes payable (75) (65)

Net cash used in financing activities (75) (65)

Net decrease in cash and cash equivalents (93) (76)

Cash and cash equivalents at beginning of year 459 535

Cash and cash equivalents at end of year $ 366 $ 459

Supplemental disclosure of cash flow information

Cash paid for interest $ 581 $ 554

See Accompanying Notes to Consolidated Financial Statements

CENTURY PROPERTIES FUND XVI
Notes to Consolidated Financial Statements

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, 1998, the Partnership operates
two residential apartment complexes, located in Texas and Florida. The Managing
General Partner is a subsidiary of Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. See "Note B _
Transfer of Control." The Partnership Agreement provides that the Partnership
is to terminate on December 31, 2025 unless terminated prior to such date. The
directors and officers of the Managing General Partner also serve as executive
officers of AIMCO.

Principles of Consolidation:

The Partnership's financial statements include the accounts of the Partnership
and its wholly owned subsidiaries.

Use of Estimates:

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

Allocations 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 remainder 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 remainder 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 in the following order: (i) first, an aggregate
amount as discussed above to each Limited Partner which equals 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.

Cash and Cash Equivalents:

Cash and cash equivalents include cash on hand and in banks, money market
accounts, and certificates of deposit with original maturities of less than 90
days. At certain times, the amount of cash deposited at a bank may exceed the
limit on insured deposits.

Depreciation:

Depreciation is calculated by the straight-line method over the estimated lives
of the rental properties and related personal property.

Leases:

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on its leases. In addition, the
Managing General Partner's policy is to offer rental concessions during
particularly slow months or in response to heavy competition from other similar
complexes in the area. Concessions are charged against rental income as
incurred.

Tenant Security Deposits:

The Partnership requires security deposits from lessees for the duration of the
lease and such deposits are included in receivables and deposits. The security
deposits are refunded when the tenant vacates, provided the tenant has not
damaged its space and is current on its rental payments.

Loan Costs:

Loan costs of $319,000 are included in "Other assets" in the accompanying
balance sheet and are being amortized on a straight-line basis over the life of
the loans. At December 31, 1998, accumulated amortization is $94,000.
Amortization of loan costs is included in interest expense.

Investment Properties:

Investment properties consist of two apartment complexes and are stated at cost.
Acquisition fees are capitalized as a cost of real estate. In accordance with
Financial Accounting Standards Board Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,"
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. Costs of apartment
properties that have been permanently impaired have been written down to
appraised value. No adjustments for the impairment of value were recorded in the
years ended December 31, 1998 or 1997.

Fair Value:

SFAS No. 107, "Disclosure 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) approximates their fair value
due to the short term maturity of these instruments. The fair value of the
Partnership's long term debt, after discounting the scheduled loan payments to
maturity, approximates its carrying value.

Advertising Costs:

The Partnership expenses the costs of advertising as incurred. Advertising
costs of approximately $60,000 and $65,000 for the years ended December 31, 1998
and 1997, respectively were charged to operating expense.

Segment Reporting:

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Standards No. 131, "Disclosure about Segments of an Enterprise and
Related Information" ("Statement 131"), which is effective for years beginning
after December 15, 1997. Statement 131 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
establishes standards for related disclosures about products and services,
geographic areas, and major customers. See "Note G" for disclosure.

Reclassifications:

Certain reclassifications have been made to the 1997 balances to conform to the
1998 presentation.

NOTE B - TRANSFER OF CONTROL

NOTE C - MORTGAGE NOTES PAYABLE

The principle terms of mortgage notes payable are as follows:

Principal Monthly Principal

Balance At Payment Stated Balance

December 31, Including Interest Maturity Due At

Property 1998 Interest Rate Date Maturity

(in thousands) (in thousands)

The Landings Apartments $ 2,238 $ 17 7.88% 1/2006 $ 2,016

Woods of Inverness

Apartments 5,109 38 7.88% 1/2006 4,602

$ 7,347 $ 55 $ 6,618

Scheduled principal payments on mortgage notes payable subsequent to December
31, 1998 are as follows (in thousands):

1999 $ 81

2000 88

2001 95

2002 103

2003 111

Thereafter 6,869

$ 7,347

NOTE D - 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:

1998 1997

(in thousands, except unit data)

Net income (loss) as reported $ 127 $ (157)

Add (deduct):

Depreciation differences 370 167

Miscellaneous 155 59

Federal taxable income $ 652 $ 69

Federal taxable income

per limited partnership unit $ 4.67 $ .50

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

1998

Net assets as reported $ 1,021

Land and buildings 925

Accumulated depreciation (5,738)

Syndication and distribution costs 8,258

Prepaid rent 102

Other 64

Net assets - Federal tax basis $ 4,632

NOTE E - TRANSACTIONS WITH AFFILIATED PARTIES

On March 29, 1996, an affiliate of Insignia acquired all of the issued and
outstanding shares of stock of the general partners of the subsidiary
partnerships which hold title to The Landings Apartments and Woods of Inverness
Apartments. These general partners held a 1% interest in profits, losses and
distributions of such subsidiary partnerships. Effective December 31, 1997, the
Partnership acquired these 1% interests and therefore the subsidiary
partnerships are wholly-owned by the Partnership.

The Partnership has no employees and is dependent 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.

The following expenses were paid to the Managing General Partner and affiliates
in 1998 and in 1997:

1998 1997

(in thousands)

Property management fees (included in

operating expenses) $149 $142

Reimbursement for services of

affiliates (included in

investment property and general

and administrative and operating

expenses) (1) 133 135

(1) Included in "reimbursements for services of affiliates" for the years ended
December 31, 1998 and 1997, is approximately $29,000 and $21,000,
respectively, in reimbursements for construction oversight costs.

During the years ended December 31, 1998 and 1997, affiliates of the Managing
General Partner were entitled to receive 5% of gross receipts from all of the
Registrant's properties for providing property management services. The
Registrant paid to such affiliates approximately $149,000 and $142,000 for the
years ended December 31, 1998 and 1997, respectively.

An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $133,000 and
$135,000 for the years ended December 31, 1998 and 1997, respectively.

AIMCO currently own, through its affiliates, a total of 47,418.68 limited
partnership units or 36.476% of the outstanding limited partnership units.
Consequently AIMCO could be in a position to significantly influence all voting
decisions with respect to the Registrant. Under the Partnership Agreement, unit
holders holding a majority of the Units are entitled to take action with respect
to a variety of matters. When voting on matters, AIMCO would in all likelihood
vote the Units it acquired in a manner favorable to the interest of the Managing
General Partner because of their affiliation with the Managing General Partner.

For the period from January 1, 1997, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner with an insurer unaffiliated with the Managing General
Partner. An affiliate of the Managing General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the master policy. The
agent assumed the financial obligations to the affiliate of the Managing General
Partner which receives payment on these obligations from the agent. The amount
of the Partnership's insurance premiums accruing to the benefit of the affiliate
of the Managing General Partner by virtue of the agent's obligations is not
significant.

NOTE F - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION

Initial Cost

To Partnership

Cost

Buildings Capitalized

and Related (Removed)

Personal Subsequent to

Description Encumbrances Land Property Acquisition

(in thousands)

The Landings Apartments $ 2,238 $ 504 $ 4,702 $ 823

Woods of Inverness Apartments 5,109 1,292 10,305 (2,062)

Total $ 7,347 $ 1,796 $ 15,007 $ (1,239)

Gross Amount at Which Carried

At December 31, 1998

Buildings

And Related Year

Personal Accumulated of Date Depreciable

Description Land Property Total Depreciation Construction Acquired Life-Years

(in thousands)

The Landings

Apartments $ 504 $ 5,525 $ 6,029 $ 3,088 1979 06/82 5-30 yrs

Woods of Inverness

Apartments 905 8,630 9,535 4,716 1981 07/82 5-30 yrs

Total $ 1,409 $ 14,155 $ 15,564 $ 7,804

</TABLE>

Reconciliation of Investment Properties and Accumulated Depreciation:

Years Ended December 31,

1998 1997

(in thousands)

Balance at beginning of year $ 14,947 $ 14,700

Property improvements 617 352

Disposals -- (105)

Balance at end of year $ 15,564 $ 14,947

Accumulated Depreciation

Balance at beginning of year $ 7,303 $ 6,873

Additions charged to expense 501 479

Disposals -- (49)

Balance at end of year $ 7,804 $ 7,303

The aggregate cost of the investment properties for Federal income tax purposes
at December 31, 1998 and 1997 is $16,489,000 and $15,863,000, respectively. The
accumulated depreciation taken for Federal income tax purposes at December 31,
1998 and 1997 is $13,542,000 and $13,411,000, respectively.

NOTE G - SEGMENT REPORTING

Description of the types of products and services from which reportable segment
derives its revenues:

As defined by SFAS No. 131, Disclosures about Segment of an Enterprise and
Related Information, Century Properties Fund XVI has one reportable segment:
residential properties. The Partnership's residential property segment consists
of two apartment complexes located in Tampa, Florida and Houston, Texas. The
Partnership rents apartment units to people for terms that are typically twelve
months or less.

Measurement of segment profit or loss:

The Partnership evaluates performance based on net income. The accounting
policies of the reportable segment are the same as those described in the
summary of significant accounting policies.

Factors management used to identify the enterprise's reportable segment:

The Partnership's reportable segment consists of investment properties that
offer similar products and services. Although each of the investment properties
is managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.

Segment information for the years 1998 and 1997 is shown in the tables below (in
thousands). The 'Other' column includes Partnership administration related
items and income and expense not allocated to the reportable segment.

1998
Residential Other Totals
Rental income $ 2,855 $ - $ 2,855
Other income 105 16 121
Interest expense 612 - 612
Depreciation 501 - 501
General and administrative expense - 186 186
Segment profit (loss) 297 (170) 127
Total assets 8,562 267 8,829
Capital expenditures 617 - 617

1997
Residential Other Totals
Rental income $ 2,692 $ - $ 2,692
Other income 94 14 108
Interest expense 620 - 620
Depreciation 479 - 479
General and administrative expense - 204 204
Loss on disposal of property 56 - 56
Segment profit (loss) 33 (190) (157)
Total assets 8,463 324 8,787
Capital expenditures 352 - 352

NOTE H - LEGAL PROCEEDINGS

The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.

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

Effective November 10, 1998, the Registrant dismissed its prior Independent
Auditors Imowitz Koenig and Co., LLP ("Imowitz"). Imowitz' Independent
Auditor's Report on the Registrant's financial statements for calendar year
ended December 31, 1997 did not contain any adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles. The decision to change Independent Auditors was approved
by the Managing General Partner's directors. During the calendar year ended
1997 and through November 10, 1998, there were no disagreements between the
Registrant and Imowitz on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedure which
disagreements if not resolved to the satisfaction of Imowitz, would have caused
it to make references to the subject matter of the disagreements in connection
with its reports.

Effective November 24, 1998, the Registrant engaged Ernst & Young LLP as its
Independent Auditors. During the last two calendar years and through November
10, 1998, the Registrant did not consult Ernst and Young LLP regarding any of
the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-B.

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
executive officers and directors of Fox Capital Management Corporation are set
forth below. There are no family relationships between or among any officers or
directors.

Name Age Position

Patrick J. Foye 41 Executive Vice President and Director

Timothy R. Garrick 42 Vice President _ Accounting and Director

Patrick J. Foye has been Executive Vice President and Director of the Managing
General Partner since October 1, 1998. Mr. Foye has served as Executive Vice
President of AIMCO since May 1998. Prior to joining AIMCO, Mr. Foye was a
partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to
1998 and was Managing Partner of the firm's Brussels, Budapest and Moscow
offices from 1992 through 1994. Mr. Foye is also Deputy Chairman of the Long
Island Power Authority and serves as a member of the New York State
Privatization Council. He received a B.A. from Fordham College and a J.D. from
Fordham University Law School.

Timothy R. Garrick has served as Vice President-Accounting of AIMCO and Vice
President-Accounting and Director of the Managing General Partner since October
1, 1998. Prior to that date, Mr. Garrick served as Vice President-Accounting
Services of Insignia Financial Group since June of 1997. From 1992 until June
of 1997, Mr. Garrick served as Vice President of Partnership Accounting and from
1990 to 1992 as an Asset Manager for Insignia Financial Group. From 1984 to
1990, Mr. Garrick served in various capacities with U.S. Shelter Corporation.
From 1979 to 1984, Mr. Garrick worked on the audit staff of Ernst & Whinney.
Mr. Garrick received his B.S. Degree from the University of South Carolina and
is a Certified Public Accountant.

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

The following table sets forth certain information regarding limited partnership
units of the Registrant owned by each person or entity is known by the
Registrant to own beneficially or exercise voting or dispositive control over
more than 5% of the Registrant's limited partnership units as of December 31,
1998.

Name of
Beneficial Owner Number of Units % of Class

Insignia Properties, L.P. 47,418.68 36.476%
(an affiliate of AIMCO)

Insignia Properties L.P. is indirectly and ultimately owned by AIMCO. The
business address is 55 Beattie Place, Greenville, SC 29602.

On October 1, 1998, Insignia Financial Group, Inc. merged into AIMCO, a real
estate investment trust, whose Class A Common Shares are listed on the New York
Stock Exchange. As a result of such merger, AIMCO and AIMCO Properties, L.P., a
Delaware limited partnership and the operating partnership of AIMCO ("AIMCO OP")
acquired indirect control of the Managing General Partner. AIMCO and its
affiliates currently own 36.476% of the limited partnership interests in the
Partnership. AIMCO is presently considering whether it will engage in an
exchange offer for additional limited partnership interests in the Partnership.
There is a substantial likelihood that, within a short period of time, AIMCO OP
will offer to acquire limited partnership interests in the Partnership for cash
or preferred units or common units of limited partnerships interests in AIMCO
OP. While such an exchange offer is possible, no definite plans exist as to when
or whether to commence such an exchange offer, or as to the terms of any such
exchange offer, and it is possible that none will occur.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This Form 10-KSB shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following expenses were paid to the Managing General Partner and affiliates
in 1998 and in 1997:

1998 1997

(in thousands)

Property management fees (included in

Operating expenses) $149 $142

Reimbursement for services of

Affiliates (included in

Investment property and general

and administrative and operating

Expenses) (1) 133 135

AIMCO currently owns, through its affiliates, a total of 47,418.68 limited
partnership units or 36.476% of the outstanding limited partnership units.
Consequently AIMCO could be in a position to significantly influence all voting
decisions with respect to the Registrant. Under the Partnership Agreement, unit
holders holding a majority of the Units are entitled to take action with respect
to a variety of matters. When voting on matters, AIMCO would in all likelihood
vote the Units it acquired in a manner favorable to the interest of the Managing
General Partner because of their affiliation with the Managing General Partner.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) The Exhibits listed on the accompanying Index to Exhibits are filed as part
of this Annual Report and incorporated in this Annual Report as set forth
in said Index.

(b) Current Report on Form 8-K dated October 1, 1998 and filed on October 16,
1998 disclosing change in control of Registrant from Insignia Financial
Group, Inc. to AIMCO.

Current Report on Form 8-K dated November 10, 1998 and filed on November
16, 1998, disclosing the dismissal of Imowitz Koenig & Co., LLP as the
registrant's Independent Accountant.

Current Report on Form 8-K dated and filed on December 9, 1998 on
disclosing the engagement of Ernst & Young, LLP as the registrant's
Independent Accountant.

SIGNATURES

In accordance with Section 13 or 15(d) 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: FOX CAPITAL MANAGEMENT CORPORATION,
Its Managing General Partner

By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President

By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting

Date: March 30, 1999

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
date indicated.

Signature/Name

By:/s/Patrick J. Foye Date: March 30, 1999
Patrick J. Foye
Executive Vice President and Director

By:/s/Timothy R. Garrick Date: March 30, 1999
Timothy R. Garrick
Vice President - Accounting
and Director

CENTURY PROPERTIES FUND XVI
EXHIBIT INDEX

Exhibit Number Description of Exhibit

2.1 Agreement and Plan of Merger, dated as of October 1,
1998, by and between AIMCO and IPT (incorporated by
reference to Exhibit 2.1 of IPT's Current Report or
Form 8-K, file No. 1-4179, dated October 1, 1998.

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 on 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 on Form 10-KSB for the year
ended December 31, 1995.

16 Letter from the Registrant's former Independent Auditor
dated April 27, 1994 incorporated by reference to
Exhibit 10 to the Registrant's Current Report on Form
8-K dated April 22, 1994.

16.1 Letter dated November 11, 1998 from the Registrant's
former independent accounting regarding its concurrence
with the statements made by the Registrant in Current
Report on Form 8-K dated November 10, 1998.

27 Financial Data Schedule

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted form Century
Properties Fund XVI 1998 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000351931
<NAME> CENTURY PROPERTIES FUND XVI
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 366
<SECURITIES> 0
<RECEIVABLES> 370
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 15,564
<DEPRECIATION> 7,804
<TOTAL-ASSETS> 8,829
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 7,347
0
0
<COMMON> 0
<OTHER-SE> 1,021
<TOTAL-LIABILITY-AND-EQUITY> 8,829
<SALES> 0
<TOTAL-REVENUES> 2,976
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,849
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 612
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 127
<EPS-PRIMARY> 0.91<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>

</TABLE>