SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 2)
_______________________
CENTURY PROPERTIES FUND XVII
(Name of Issuer)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class
of Securities)
NONE
(CUSIP Number of Class
of Securities)
_______________________
Michael L. Ashner Copy to:
DeForest Capital I Corporation Mark I. Fisher
100 Jericho Quadrangle Rosenman & Colin
Suite 214 575 Madison Avenue
Jericho, New York 11735-2717 New York, New York 10022-2585
(516) 822-0022 (212) 940-8877
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 17, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box ____.(
Check the following box if a fee is being paid with the
statement( x .
----
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class). (See
Rule 13d-7.) (
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).( (
Page 1 of 7
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__________________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DeForest Ventures I L.P.
I.R.S. I.D. No. 11-3230287
__________________________________________________________________
2. Check the Appropriate Box if a Member of a Group*
(a) _____
(b) _____
__________________________________________________________________
3. SEC Use Only
__________________________________________________________________
4. Sources of Funds*
__________________________________________________________________
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
_____
__________________________________________________________________
6. Citizenship or Place of Organization
Delaware
__________________________________________________________________
Number 7. Sole Voting Power 25,585.5
of ______________________________________________
Shares 8. Shared Voting Power - 0 -
Beneficially ______________________________________________
Owned by Each 9. Sole Dispositive Power 25,585.5
Reporting ______________________________________________
Person With 10. Shared Dispositive Power - 0 -
__________________________________________________________________
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
25,585.5 Units
__________________________________________________________________
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
____
__________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
34.11%
__________________________________________________________________
14. Type of Reporting Person*
PN
__________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 7
This Amendment No. 2 amends certain information contained in
the final amendment to Schedule 14D-1, filed by DeForest Ventures
I L.P. ("DeForest")on November 30, 1994 with respect to units of
limited partnership interest (the "Units") in Century Properties
Fund XVII ("Issuer"), as amended on July 10, 1995, the filing of
which, pursuant to Instruction F of Schedule 14D-1, also
satisfied DeForest's reporting obligations under Section 13(d) of
the Act, and constituted the filing by DeForest on Schedule 13D.
Item 4. Purpose of Transaction.
The following information is hereby added to the information
provided in response to Item 4:
On August 17, 1995, DeForest entered into an agreement (the
"Partnership Units Agreement") pursuant to which it agreed to
sell to Insignia NPI, L.L.C., an affiliate of Insignia Financial
Group, Inc. ("Insignia"), all of the Units held by DeForest in
the Issuer. The sale of the Units is subject to the satisfaction
of certain conditions (including governmental third party
consents and other conditions not within the control of the
parties to the agreement) and is scheduled to close in January
1996.
DeForest does not expect to acquire any additional Units
prior to the Closing.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
The following information is hereby added to the information
provided in response to Item 6:
See Item 4
On August 17, 1995, the stockholders of National Property
Investors, Inc. ("NPI"), the sole shareholder of NPI Equity
Investments II, Inc. ("NPI Equity"), , the entity which controls
Fox Capital Management Corporation ("FCMC"), the managing general
partner of Registrant's general partner, entered into an
Page 5 of 7
agreement to sell to IFGP Corporation, an affiliate of Insignia,
all of the issued and outstanding stock of NPI. The sale of the
stock is subject to the satisfaction of certain conditions
(including governmental and third party consents and other
conditions not within the control of the parties to the
agreement) and is scheduled to close in January 1996. Upon
Closing, it is expected that the current officers and directors
of NPI Equity and FCMC will resign and Insignia will elect new
officers and directors.
Pursuant to the terms of the Partnership Units Agreement,
DeForest and NPI Equity have agreed that, consistent with and
subject to the terms of the Settlement Agreement and subject to
its fiduciary duties as general partner of a Issuer and the
provisions of the partnership agreement of Issuer, until the
closing date of the Partnership Units Agreement, they will vote
all of their respective interests in Issuer against and shall not
take any action to cause (a) any merger, consolidation,
reorganization, other business combination, or recapitalization
involving Issuer, (b) any dissolution, liquidation, or
termination of Issuer, (c) a sale of all or substantially all of
the assets of Issuer in one transaction, (d) the amendment of the
limited partnership agreement or any other organizational
document of Issuer, (e) any change in the general partner of
Issuer, or (f) any proposition the effect of which may be to
inhibit, prohibit, restrict, or delay the consummation of any of
the transactions contemplated by the Partnership Units Agreement
or any of the other agreements contemplated thereby or impair the
contemplated benefits thereunder.
Item 7. Material to Filed as Exhibits
1. Partnership Units Purchase Agreement, dated as of August
17, 1995, incorporated by reference to Exhibit 1 to
Amendment No. 2 to DeForest's Schedule 13D filed with
the Securities and Exchange Commission on August 24,
1995 with respect to DeForest's ownership interest in
Century Properties Fund XIV.
2. NPI, Inc. Stock Purchase Agreement, dated as of August
17, 1995, incorporated by reference to Exhibit 1 to
Amendment No. 2 to DeForest's Schedule 13D filed with
the Securities and Exchange Commission on August 24,
1995 with respect to DeForest's ownership interest in
Century Properties Fund XIV.
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Signatures
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is
true, complete and correct.
Dated: August 21, 1995
DEFOREST VENTURES I L.P.
By: DeForest Capital I Corporation,
its General Partner
By: /s/ Michael L. Ashner
Name: Michael L. Ashner
Title: President
Page 7 of 7
EXHIBIT INDEX
Exhibit Page No.
1. Partnership Units Purchase Agreement, (1)
dated as of August 17, 1995
2. NPI, Inc. Stock Purchase Agreement, (1)
dated as of August 17, 1995
_________________________
(1) Incorporated by reference to Exhibit 1 to Amendment No. 2
to DeForest's Schedule 13D filed with the Securities and
Exchange Commission on August 24, 1995 with respect to
DeForest's ownership interest in Century Properties Fund
XIV
??(..continued)
