CENTURY PROPERTIES FUND XVII, 10KSB, 1999-03-31

CENTURY PROPERTIES FUND XVII
10KSB, 1999-03-31
REAL ESTATE

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FORM 10-KSB-ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)

FORM 10-KSB
(Mark One)
[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 0-11137

CENTURY PROPERTIES FUND XVII
(name of small business issuer in its charter)

California 94-2782037
(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) (Zip Code)

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 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. $13,795,000

State the aggregate market value of the voting partnership interests held by
nonaffiliates 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 XVII (the "Partnership" or the "Registrant") was
organized in November 1981 as a California limited partnership under the Uniform
Limited Partnership Act of the California Corporations Code. Fox Partners, a
California general partnership, is the general partner of the Partnership. The
general partners of Fox Partners are Fox Capital Management Corporation (the
"Managing General Partner"), a California corporation, Fox Realty Investors
("FRI"), a California general partnership, and Fox Partners 82, a California
general partnership. NPI Equity Investments II, Inc., a Florida corporation
("NPI Equity"), is the general partner of FRI. As a result of a series of
transactions which occurred during the fourth quarter of 1998 and the first
quarter of 1999, FCMC and NPI Equity are now wholly-owned by Apartment
Investment and Management Company ("AIMCO") (See "Transfer of Control" below).
The Partnership Agreement provides that the Partnership is to terminate on
December 31, 2006, unless terminated prior to such date.

The principal business of the Partnership is and has been to operate, hold for
investment, and ultimately sell income-producing multi-family residential
properties. The Partnership is a "closed" limited partnership real estate
syndicate formed to acquire multi-family residential properties. During 1982,
the Partnership offered and sold, pursuant to a Registration Statement filed
with the Securities and Exchange Commission, 75,000 units of limited partnership
interest ("Units") for an aggregate purchase price of $75,000,000. The net
proceeds of this offering were used to acquire twelve existing apartment
properties. Since its initial offering, the Registrant has not received, nor
are limited partners required to make, additional capital contributions. The
Partnership's original property portfolio was geographically diversified with
properties acquired in four states. Three apartment properties were sold in
1988. One apartment was acquired by the lender through a deed in-lieu of
foreclosure in 1992. During 1993, two apartment properties were sold and one was
acquired by the lender through foreclosure. The Partnership continues to own
the remaining five properties (See "Item 2. Description of Properties").

The Managing General Partner of the Partnership intends to maximize the
operating results and, ultimately, the net realizable value of each of the
Partnership's properties in order to achieve the best possible return for the
investors. Such results may best be achieved by holding and operating the
properties or through property sales or exchanges, refinancings, debt
restructurings or relinquishment of the assets. The Partnership intends to
evaluate each of its holdings periodically to determine the most appropriate
strategy for each of the assets.

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

On January 19, 1996, DeForest Ventures I, L.P. ("Deforest"), the entity which
tendered for Units in the Partnership in 1994 and 1995, and certain of its
affiliates sold the Units then held by them (25,710.5 Units representing
approximately 34% of the total outstanding Units at such time) to Insignia NPI
L.L.C. ("Insignia LLC"). Insignia LLC subsequently transferred these units to
Insignia Properties L.P. On October 6, 1997, Insignia Properties L.P. acquired
an additional 3,369.5 Units pursuant to its August 28, 1997 tender offer for a
purchase price of $225.00 per unit. As a result, AIMCO currently owns, through
its affiliates 29,203 Units which represents 38.938% of all Units. As a result,
Insignia Properties L.P. could be in a position to significantly influence all
voting decisions with respect to the Partnership. 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, Insignia
Properties L.P. would in all likelihood vote the Units it acquired in a manner
favorable to the interests of the Managing General Partner because of its
affiliation with the Managing General Partner. However, Insignia Properties L.P
is required to vote the Units acquired from Deforest against any increase in
compensation payable to the Managing General Partner or its affiliates; and on
all other matters submitted by it or its affiliates, in proportion to the votes
cast by non tendering unit holders. Except for the foregoing, no other
limitations are imposed on Insignia Properties L.P.'s right to vote each Unit
acquired.

The Registrant 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. Property management services were provided at the
Partnership's properties by an affiliate of the Managing General Partner during
the years ended December 31, 1998 and 1997.

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.

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 the 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 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.

Transfer of Control

Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired all of
the issued and outstanding shares of stock of FCMC, NPI Equity and National
Property Investors, Inc. ("NPI"), the sole shareholder of NPI Equity. On
December 31, 1996, Insignia transferred its interest in NPI Equity to Insignia
Properties Trust ("IPT").

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 Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust, 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 Partnership's investment in properties:

Date of
Property Purchase Type of Ownership Use

Cherry Creek Gardens Apartments 09/82 Fee ownership subject Apartment
Englewood, Colorado to first mortgage (1) 296 units
Creekside Apartments 10/82 Fee ownership subject Apartment
Denver, Colorado to first mortgage (1) 328 units
The Lodge Apartments 10/82 Fee ownership subject Apartment
Denver, Colorado to first mortgage (1) 376 units
The Village in the Woods Apts. 10/82 Fee ownership subject Apartment
Cypress, Texas to first mortgage 530 units
Cooper's Pond Apartments 03/83 Fee ownership subject Apartment
Tampa, Florida to first and second 463 units
mortgage

(1) Property is owned by a Limited Partnership of which the Registrant owns
100%.

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)

Cherry Creek Gardens $14,970 $ 7,431 5-30yrs S\L $ 2,447

Apartments

Creekside Apartments 10,729 4,871 5-30yrs S\L 2,957

The Lodge Apartments 12,601 5,748 5-30yrs S\L 3,083

The Village in the Woods 15,120 7,039 5-30yrs S\L 3,597

Apartments

Cooper's Pond Apartments 14,764 7,620 5-30yrs S\L 2,519

$68,184 $32,709 $14,603

See "Note A" of the consolidated financial statements included in "Item 7.
Financial Statements" 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.

<TABLE>
<CAPTION>
Principal Principal

Balance At Balance

December 31, Interest Period Maturity Due At

Property 1998 Rate Amortized Date Maturity (3)

(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C>

Cherry Creek Gardens Apartments $ 7,483 8.630% 25 years 12/01/99 $ 7,335

Creekside Apartments 6,482 6.430% 30 years 09/01/08 5,501

The Lodge Apartments 7,180 6.430% 30 years 09/01/08 6,093

The Village in the Woods Apts. 14,421 (1) (1) 01/24/00 14,421

Cooper's Pond Apts.

- 1st mortgage 3,483 8.000% 23 years 07/01/99 3,439

- 2nd mortgage 4,134 8.500% (2) 07/01/05 4,134

43,183 $40,923

Mortgage discount (1,427)

$41,756

</TABLE>

(1) Zero coupon note; discounted at an effective interest rate of 10.247%
(2) Interest only
(3) See "Item 7". Financial Statements - Note C" for information with respect
to the Registrant's ability to prepay these loans and other specific
details about the loans.

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

SCHEDULE OF RENTAL RATES AND OCCUPANCY:

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

Average Annual Average

Rental Rates Occupancy

Property 1998 1997 1998 1997

Cherry Creek Gardens Apartments $9,138/unit $8,685/unit 96% 95%

Creekside Apartments 6,770/unit 6,475/unit 97% 97%

The Lodge Apartments 6,300/unit 6,039/unit 97% 97%

The Village in the Woods Apartments 7,103/unit 6,732/unit 95% 94%

Cooper's Pond Apartments 5,668/unit 5,409/unit 96% 94%

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. The multi-
family residential properties' lease terms are for one year or less. No
residential tenant leases 10% or more of the available rental space. All of the
properties are 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 1998 for each property were:

1998 1998

Billing Rate

(in thousands)

Cherry Creek Gardens Apartments $122 9.59%

Creekside Apartments 69 7.87%

The Lodge Apartments 79 7.87%

The Village in the Woods Apartments 313 2.82%

Cooper's Pond Apartments 193 2.45%

CAPITAL IMPROVEMENTS:

Cherry Creek Gardens Apartments

During 1998, the Partnership completed approximately $180,000 of capital
improvements at the property, consisting primarily of land improvements, gutter
replacements, water heaters, appliances, and floor coverings. These
improvements were funded from the Partnership's reserves and operating cash
flow. 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 $179,000 of capital improvements over the near term.
Capital improvements planned for 1999 consist of carpet and vinyl replacement,
electrical upgrades, landscaping, and other structural improvements. These
improvements are budgeted for, but are not limited to, approximately $249,000.

Creekside Apartments
During 1998, the Partnership completed approximately $332,000 of capital
improvements at the property, consisting primarily of major building
improvements, appliances, water heaters, air conditioning units, and floor
covering replacement. These improvements were funded from the Partnership's
reserves and operating cash flow. 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 $695,000 of capital improvements over
the near term. Capital improvements planned for 1999 consist of water heaters,
appliances, plumbing upgrades, carpet and vinyl replacement and other structural
improvements. These improvements are budgeted for, but are not limited to,
approximately $577,000.

The Lodge Apartments

During 1998, the Partnership completed approximately $478,000 of capital
improvements at the property, consisting primarily of parking lot repairs,
stairwell upgrades, water heaters, appliances and other building improvements.
These improvements were funded from the Partnership's reserves and operating
cash flow. 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 $474,000 of capital improvements over the near
term. Capital improvements planned for 1999 consist of carpet and vinyl
replacement, parking lot improvements, swimming pool repairs and other
structural upgrades. These improvements are budgeted for, but not limited to,
approximately $323,000.

The Village in the Woods Apartments

During 1998, the Partnership completed approximately $730,000 of capital
improvements at the property, consisting primarily of siding replacement,
stairwell upgrades, lighting, roof replacement, appliances, floor covering
replacement and other structural improvements. These improvements were funded
from operating cash flow. 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 $362,000 of capital improvements over the near
term. Capital improvements planned for 1999 consist of air conditioning units,
carpet replacement, parking lot repairs, electrical upgrades, landscaping and
roof replacement. These improvements are budgeted for, but are not limited to,
approximately $445,000.

Cooper's Pond Apartments

During 1998, the Partnership completed approximately $391,000 of capital
improvements at the property, consisting primarily of parking lot repairs, land
improvements, appliances, floor covering replacement and other structural
improvements. These improvements were funded from the Partnership's reserves
and operating cash flow. 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 $517,000 of capital improvements over the near
term. Capital improvements planned for 1999 consist of carpet replacement,
landscaping, grounds lighting, parking lot repairs, pool repairs, appliances and
other structural upgrades. These improvements are budgeted for, but are not
limited to, approximately $546,000.

The capital improvements planned for 1999 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 and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO. 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 the 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, et.
al. 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 costs. The
expense will not have a material effect on the Partnership's overall 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

The unit holders of the Registrant did not vote on any matter during the quarter
ended December 31, 1998.

PART II

ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS

The Partnership, a publicly held limited partnership, sold 75,000 Limited
Partnership Units aggregating $75,000,000 during its offering period. The
Partnership currently has 75,000 Units outstanding and 5,121 Limited Partners of
record. Affiliates of the Managing General Partner owned 29,203 Units or
38.938% 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.

In 1998, cash distributions of approximately $5,329,000 ($65.28 per limited
partnership unit) were paid. Of this amount, approximately $3,329,000 ($39.15
per limited partnership unit) was paid from operations and approximately
$2,000,000 ($26.13 per limited partnership unit) was paid from the refinancing
of the mortgage loans encumbering Creekside Apartments and the Lodge Apartments
in August 1998. Subsequent to December 31, 1998, a cash distribution of
approximately $2,319,000 ($30.30 per limited partnership unit) was paid. Of
this amount, approximately $1,630,000 ($21.30 per limited partnership unit)was
paid from operations and approximately $689,000 ($9.00 per limited partnership
unit) was paid from the refinancing of the mortgage loans encumbering Creekside
Apartments and the Lodge Apartments in August 1998. As part of this
distribution, the Managing General Partner received a Management Incentive Fee
of approximately $181,000 which is accounted for as a distribution to the
Managing General Partner. In 1997, the Partners received distributions from
operations of approximately $3,000,000 ($35.28 per limited partnership unit).
Future cash distributions will depend on the levels of net cash generated from
operations, property sales or refinancings 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
further 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 Partnership realized net income of approximately $1,423,000 for the year
ended December 31, 1998, compared to net income of approximately $960,000 for
the year ended December 31, 1997. The increase in net income is primarily
attributable to an increase in rental income, partially offset by an increase in
expenses and a loss on the early extinguishment of debt recognized in 1998. The
increase in rental income is primarily due to increases in average occupancy at
Cherry Creek Apartments, The Village in the Woods Apartments and Cooper's Pond
Apartments as well as increased average annual rental rates at all the
Partnership's investment properties. The increase in expenses is due to an
increase in depreciation expense and interest expense which more than offset
decreases in operating and general and administrative expenses. The increase in
depreciation expense is due to an increase in depreciable assets as a result of
improvements made at all of the Partnership's investment properties. The
increase in interest expense is due to a higher debt balance resulting from the
refinancing of the loans encumbering Creekside Apartments and The Lodge
Apartments in August, 1998. The decrease in operating expense is primarily due
to decreases in repairs and maintenance expenses due to the completion of gutter
repairs and exterior painting at Cooper's Pond Apartments and exterior building
repairs at The Village in the Woods Apartments during 1997, which more than
offset the increase in exterior painting at Creekside Apartments in 1998. In
addition, interior building improvements and painting supplies decreased at all
of the Partnership's properties.

The decrease in general and administrative expenses was primarily due to reduced
legal fees, printing and mailing costs and Partnership expense reimbursements.
Included in general and administrative expenses at both December 31, 1998 and
1997 are management reimbursements to the Managing General Partner allowed under
the Partnership Agreement. 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.

As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from the burden of
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.

Liquidity and Capital Resources

At December 31, 1998, the Partnership had cash and cash equivalents of
approximately $4,031,000 compared to approximately $4,011,000 at December 31,
1997. The increase in cash and cash equivalents is due to approximately
$5,401,000 of cash provided by operating activities, which was partially offset
by approximately $2,440,000 of cash used in investing activities and
approximately $2,941,000 of cash used in financing activities. Cash used in
investing activities consisted of capital improvements and deposits to escrow
accounts maintained by the mortgage lender. Cash used in financing activities
consisted of payments of principal made on mortgages encumbering the
Partnership's investment properties and distributions to partners. Partially
offsetting these uses of cash in financing activities, were net proceeds of
approximately $2,797,000, from the refinancing of Creekside Apartments and The
Lodge Apartments, which occurred during the third quarter of 1998. The
Partnership 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 various properties to adequately maintain the
physical assets and other operating needs of the Partnership and to comply with
Federal, state and local legal and regulatory requirements. The Registrant has
budgeted, but is not limited to, approximately $2,140,000 in capital
improvements for all of the Registrant's properties in 1999. Budgeted capital
improvements at Cherry Creek Garden Apartments include carpet and vinyl
replacement, electrical upgrades, landscaping, and other structural upgrades.
Budgeted capital improvements at Creekside Apartments include plumbing upgrades,
water heaters, appliances, carpet and vinyl replacement and other structural
improvements. Budgeted capital improvements at the Lodge Apartments include
carpet and vinyl replacement, parking lot repairs, swimming pool repairs and
other structural improvements. Budgeted capital improvements at The Village in
the Woods Apartments include air conditioning units, carpet replacement, parking
lot repairs, electrical upgrades, landscaping, and roof replacement. Budgeted
capital improvements at Cooper's Pond Apartments include carpet replacement,
landscaping, grounds lighting, parking lot repairs, pool repairs, appliances and
other structural upgrades. 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.

On August 24, 1998, the Partnership refinanced the mortgages encumbering
Creekside Apartments and The Lodge Apartments. The refinancing of Creekside
Apartments replaced indebtedness of approximately $5,091,000 with a new mortgage
in the amount of $6,500,000. The refinancing of The Lodge Apartments replaced
indebtedness of approximately $5,593,000 with a new mortgage in the amount of
$7,200,000. Both of the new mortgages carry a stated interest rate of 6.43%.
Interest on both of the old mortgages was 7.875%. Payments on both mortgage
loans are due on the first day of each month beginning on October 1, 1998 until
the loans mature on September 1, 2008. The Partnership received net proceeds
from these refinancings in the aggregate amount of $2,797,000 of which
$2,000,000 was paid as a distribution to the partners during October 1998. In
addition, the Partnership was required to establish escrows with the lender for
repairs, insurance and tax costs. Total capitalized loan costs were
approximately $219,000 at December 31, 1998. The Partnership recognized an
extraordinary loss on the early extinguishment of debt of approximately $96,000
due to the write-off of unamortized loan costs.

The Partnership's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Partnership. The mortgage
indebtedness of approximately $41,756,000, net of discount, is amortized over
varying periods with maturity dates ranging from July 1999 at Cooper's Pond
Apartments to September 2008. Although there can be no assurance that it will be
able to do so, the Managing General Partner believes it will be able to
refinance the debt maturing in July 1999. 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 Partnership may risk losing such properties through foreclosure.

In 1998, cash distributions of approximately $5,329,000 were paid. Of this
amount, approximately $3,329,000 was paid from operations and approximately
$2,000,000 was paid from the refinancing of the mortgage loans encumbering
Creekside Apartments and the Lodge Apartments in August 1998. Subsequent to
December 31, 1998, a cash distribution of approximately $2,319,000 was paid. Of
this amount, approximately $1,630,000 was paid from operations and approximately
$689,000 was paid from sale proceeds due to the refinancing of the mortgage
loans encumbering Creekside Apartments and the Lodge Apartments in August 1998.
As part of this distribution, the Managing General Partner received a Management
Incentive Fee of approximately $181,000 which is accounted for as a distribution
to the Managing General Partner. In 1997, The Partners received distributions
from operations of approximately $3,000,000. 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 further distributions to its
partners in 1999 or subsequent periods.

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 XVII

LIST OF FINANCIAL STATEMENTS

Independent Auditors' Reports

Consolidated Balance Sheet - December 31, 1998

Consolidated Statements of Operations - Years ended December 31, 1998 and 1997
(as restated)

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

Consolidated Statements of Cash Flows - Years ended December 31, 1998 and 1997
(as restated)

Notes to Consolidated Financial Statements

Independent Auditors Report

To the Partners
Century Properties Fund XVII

We have audited the accompanying consolidated balance sheet of Century
Properties Fund XVII, and its subsidiaries 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 misstate-
ment. 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 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 XVII 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

Independent Auditors' Report

To the Partners
Century Properties Fund XVII
Greenville, South Carolina

We have audited the accompanying statements of operations, changes in partners'
capital (deficit) and cash flows of Century Properties Fund XVII, (a limited
partnership) (the "Partnership") and its 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 consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
Century Properties Fund XVII and its 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, NY
January 19, 1998

CENTURY PROPERTIES FUND XVII

CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)

December 31, 1998

Assets

Cash and cash equivalents $ 4,031

Receivables and deposits 1,032

Restricted escrows 1,281

Other assets 303

Investment properties (Notes C and F):

Land $ 7,078

Buildings and related personal property 61,106

68,184

Less accumulated depreciation (32,709) 35,475

$ 42,122

Liabilities and Partners' Capital (Deficit)

Liabilities

Accounts payable $ 142

Tenant security deposit liabilities 274

Accrued property taxes 678

Other liabilities 381

Mortgage notes payable (Note C) 41,756

Partners' Capital (Deficit)

General partners $ (7,666)

Limited partners (75,000 units issued

and outstanding) 6,557 (1,109)

$ 42,122

See Accompanying Notes to Consolidated Financial Statements

CENTURY PROPERTIES FUND XVII

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)

Years Ended December 31,

1998 1997

(as restated)

Revenues:

Rental income $13,051 $12,326

Other income 744 778

Total revenues 13,795 13,104

Expenses:

Operating 5,295 5,452

General and administrative 282 308

Depreciation 2,418 2,242

Interest 3,490 3,370

Property taxes 791 772

Total expenses 12,276 12,144

Net income before extraordinary loss 1,519 960

Extraordinary loss on early

extinguishment of debt (Note C) (96) --

Net income $ 1,423 $ 960

Net income allocated to

general partner (11.8%) $ 168 $ 113

Net income allocated to

limited partners (88.2%) 1,255 847

Net income $ 1,423 $ 960

Net income before extraordinary loss

per limited partnership unit $ 17.86 $ 11.29

Extraordinary loss per limited partnership unit (1.13) --

Net income per limited partnership unit $ 16.73 $ 11.29

Distributions per limited partnership unit $ 65.28 $ 35.28

See Accompanying Notes to Consolidated Financial Statements

CENTURY PROPERTIES FUND XVII

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)

Limited
Partnership General Limited
Units Partner Partners Total

Original capital contributions 75,000 $ -- $75,000 $75,000

Partners' (deficit) capital at
December 31, 1996, as
previously reported 75,000 $(7,057) $12,771 $ 5,714

Adjustment to correct the
recording of interest on a
zero coupon note payable (Note J) -- (103) (774) (877)

Partners' (deficit) capital at
December 31, 1996, as restated 75,000 (7,160) 11,997 4,837

Partners' distributions -- (354) (2,646) (3,000)

Net income for the year ended
December 31, 1997, as restated -- 113 847 960

Partners' (deficit) capital at
December 31, 1997, as restated 75,000 (7,401) 10,198 2,797

Partners' distributions -- (433) (4,896) (5,329)

Net income for the year
ended December 31, 1998 -- 168 1,255 1,423

Partners' (deficit) capital at
December 31, 1998 75,000 $(7,666) $ 6,557 $(1,109)

See Accompanying Notes to Consolidated Financial Statements

CENTURY PROPERTIES FUND XVII

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Years Ended December 31,

1998 1997

(as restated)

Cash flows from operating activities:

Net income $ 1,423 $ 960

Adjustments to reconcile net income to

net cash provided by operating activities:

Depreciation 2,418 2,242

Amortization of loan costs and debt discounts 1,309 1,204

Extraordinary loss on early extinguishment of debt 96 --

Loss on disposal of property 36 64

Change in accounts:

Receivables and deposits 3 (322)

Other assets 51 (30)

Accounts payable (64) (93)

Tenant security deposit liabilities 10 (5)

Accrued property taxes 88 4

Other liabilities 31 61

Net cash provided by operating activities 5,401 4,085

Cash flows from investing activities:

Property improvements and replacements (2,111) (1,039)

Net deposits to restricted escrows (329) (70)

Net cash used in investing activities (2,440) (1,109)

Cash flows from financing activities:

Payments on mortgage notes payable (409) (406)

Payoff of mortgage notes payable (10,684) --

Proceeds from mortgage notes payable 13,700 --

Loan costs paid (219) --

Distributions to partners (5,329) (3,000)

Net cash used in financing activities: (2,941) (3,406)

Net increase (decrease) in cash and cash equivalents 20 (430)

Cash and cash equivalents at beginning of period 4,011 4,441

Cash and cash equivalents at end of period $ 4,031 $ 4,011

Supplemental disclosure of cash flow information:

Cash paid for interest $ 2,181 $ 2,131

See Accompanying Notes to Consolidated Financial Statements

CENTURY PROPERTIES FUND XVII

Notes to Consolidated Financial Statements

December 31, 1998

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization:

Century Properties Fund XVII (the "Partnership" or the "Registrant") is a
California limited partnership organized in November 1981 to acquire and operate
residential apartment complexes. The Partnership currently owns five
residential apartment complexes of which three are located in Colorado, and one
each in Florida and Texas. Fox Partners, a California general partnership, is
the general partner of the Partnership. The general partners of Fox Partners
are Fox Capital Management Corporation (the "Managing General Partner"), Fox
Realty Investors ("FRI"), and Fox Partners 82. NPI Equity Investments II, Inc.,
a Florida Corporation ("NPI Equity"), is the general partner of FRI. On
February 26, 1999, Insignia Properties Trust ("IPT") which was the sole
shareholder of both FCMC and NPI Equity merged into Apartment Investment and
Management Company ("AIMCO"). See "Note B - Transfer of Control". The
Partnership Agreement provides that the Partnership is to terminate on December
31, 2006 unless terminated prior to such date.

Principles of Consolidation:

On March 29, 1996, an affiliate of the Managing General Partner acquired the
corporate limited partners owning 1% of the subsidiary partnerships which own
the Lodge Apartments, Creekside Apartments and Cherry Creek Apartments. As of
December 31, 1997, the Partnership acquired 1% of the subsidiary partnerships
which owned the Lodge Apartments, Creekside Apartments, and Cherry Creek
Apartments, resulting in the subsidiary partnerships becoming wholly-owned.

The financial statements include all the accounts of the Partnership and its
wholly owned partnerships.

Allocation of Profits, Gains and Losses:

Profits, gains and losses of the Partnership are allocated between the general
partner and limited partners in accordance with the provision of the Partnership
Agreement.

The general partner is entitled to receive as a management incentive, an
allocation of ten percent of the net income and net loss, taxable income and
taxable loss, and cash available for distribution distributed to the partners.

After payment of the management incentive, net income (including that arising
from the occurrence of sales or dispositions) and loss of the Partnership and
taxable income (loss) are allocated 98% to the limited partners and 2% to the
general partner.

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 (1) for real property
over 15 years for additions prior to March 16, 1984, 18 years for additions
after March 15, 1984 and before May 9, 1985, and 19 years for additions after
May 8, 1985, and before January 1, 1987, and (2) for personal property over 5
years for additions prior to 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 (2) personal property additions over 7 years.

Cash and Cash Equivalents:

Cash and cash equivalents include cash on hand and in banks, demand deposits,
money market funds, 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.

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. Deposits are
refunded when the tenant vacates, provided the tenant has not damaged its space
and is current on its rental payments.

Restricted Escrows:

Reserve Account: A general reserve account was established in 1998 with
the refinancing proceeds for Creekside Apartments and The Lodge Apartments
and in 1996 with the refinancing proceeds from Cherry Creek Apartments.
These funds were established to cover necessary repairs and replacements of
existing improvements, assurance of completion and payment of real property
taxes and insurance premiums. The reserve account balance at December 31,
1998, is approximately $550,000 which includes interest.

Replacement Reserve: A replacement reserve account was established in 1998
with the refinancing proceeds for Creekside Apartments and The Lodge
Apartments. These funds were established to complete listed repairs and
replacements. There are also small reserve balances at Cherry Creek and
Cooper's Pond from earlier refinancings. The reserve account balance at
December 31, 1998 is approximately $731,000 which includes interest.

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.

Loan Costs:

Loan costs of approximately $932,000, less accumulated amortization of
approximately $644,000, are included in other assets in the accompanying
consolidating balance sheet and are being amortized on a straight-line basis
over the lives of the related loans.

Amortization of loan costs is included in interest expense in the accompanying
consolidated statements of operations.

Investment Properties:

Investment properties consist of five apartment complexes and are stated at
cost. Acquisition fees are capitalized as a cost of real estate. In accordance
with Statement of Financial Accounting Standards ("SFAS") 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. For the years ended
December 31, 1998 and 1997, no adjustments for impairment of value were
necessary.

Fair Value:

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) approximates their fair value
due to the short term maturity of these instruments. The estimated fair value
of the Partnership's long term debt, after discounting the scheduled loan
payments to maturity approximates its carrying balance.

Segment Reporting:

In June 1997, the Financial Accounting Standards Board issued SFAS 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 H" for disclosure).

Advertising Costs:

Advertising costs of approximately $318,000 and $283,000 for the years ended
December 31, 1998 and 1997, respectively, are charged to expense as incurred and
are included in operating expenses in the accompanying consolidated statements
of operations.

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.

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)

<S> <C> <C> <C> <C> <C>
Cherry Creek Gardens Apts. $ 7,483 $ 67 8.630% 12/01/99 $ 7,335

Creekside Apartments 6,482 41 6.430% 09/01/08 5,501

The Lodge Apartments 7,180 45 6.430% 09/01/08 6,093

The Village in the Woods Apts. 14,421 (1) (1) 01/24/00 14,421

Cooper's Pond Apartments

- 1st mortgage 3,483 30 8.000% 07/01/99 3,439

- 2nd mortgage 4,134 29 8.500% 07/01/05 4,134

43,183 $40,923

Mortgage discount (1,427)

$41,756

</TABLE>

(1) Zero coupon note; discounted at an effective interest rate of 10.247%

The mortgage notes payable are non-recourse and are secured by pledge of the
respective apartment properties and by pledge of revenues from the respective
apartment properties. Certain of the notes require prepayment penalties if
repaid prior to maturity and prohibit resale of the properties subject to
existing indebtedness.

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

1999 $11,124

2000 14,589

2001 179

2002 191

2003 204

Thereafter 16,896

$43,183

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
consolidated financial statements of the Partnership.

The following is a reconciliation of reported net income and Federal taxable
income:

1998 1997

(as restated)

(in thousands, except unit data)

Net income as reported $ 1,423 $ 960

Add (deduct):

Depreciation differences 919 (698)

Amortization of discount 1,201 1,097

Miscellaneous 345 71

Federal taxable income $ 3,888 $ 1,430

Federal taxable income per

limited partnership unit $ 45.72 $ 16.82

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

Net liabilities as reported $ (1,109)

Land and Buildings 7,932

Accumulated Depreciation (28,804)

Syndication and Distribution Costs 9,319

Amortization of discount on notes payable (2,042)

Original issue discount 10,653

Other 333

Net liabilities - Federal tax basis $ (3,718)

NOTE E - TRANSACTIONS WITH AFFILIATED PARTIES

The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to the
Managing General Partner and affiliates during the years ended December 31, 1998
and 1997:

1998 1997

(in thousands)

Property management fees (included in

operating expense) $680 $645

Reimbursement for services of affiliates

(included in investment properties,

general and administrative expense,

and operating expense) (1) 215 185

(1) Included in "Reimbursement for services of affiliates" is approximately
$61,000 and $23,000 in construction oversight costs for 1998 and 1997,
respectively.

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 $680,000 and $645,000 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 $215,000 and
$185,000 for the years ended December 31, 1998 and 1997, respectively.

In addition, the Partnership paid approximately $27,000 in loan costs to
affiliates related to the refinancing of mortgages at Creekside Apartments and
The Lodge Apartments during the twelve months ended December 31, 1998. No loan
costs were paid in 1997. These loan costs are included in other assets and are
amortized as interest expense over the terms of the loan agreements.

For the period from January 1, 1997 through 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 received payments on these obligations from the agent. The amount
of the Partnership's insurance premiums that accrued to the benefit of the
affiliate of the Managing General Partner by virtue of the agent's obligations
was not significant.

On August 28, 1997, an affiliate of the Managing General Partner ("the
Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. The Purchaser offered to purchase up to 22,500 of the outstanding
units of limited partnership interest in the Partnership, at $225.00 per Unit,
net to the seller in cash. On October 6, 1997, the Purchaser closed the tender
offer and acquired 3,369.5 Units of limited partnership interest. AIMCO
currently owns, through its affiliates a total of 29,203 limited partnership
units or 38.938%. 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 interests of the Managing General Partner because of their affiliation
with the Managing General Partner.

In accordance with the Partnership Agreement, the general partner is entitled to
receive cash distributions as follows: First, a Partnership management incentive
not to exceed ten percent, determined on a cumulative, noncompounded basis, of
cash from operations available for distribution (as defined in the Partnership
Agreement) distributed to partners, and second, a continuing interest
representing a two percent share of cash distributions, after allocation of the
Partnership management incentive. Cash distributions to the general partner for
the years ended December 31, 1998 and 1997 are as follows:

1998 1997
(in thousands)

Partnership management incentive $333 $300
Continuing interest 100 54

Total $433 $354

In accordance with the Partnership Agreement, the general partner received a
Partnership management incentive allocation equal to ten percent of net and
taxable income before gains on property dispositions. The general partner is
also allocated its two percent continuing interest in the Partnership's net and
taxable income after preceding allocation. The general partner is also
allocated gain on property dispositions to the extent it is entitled to receive
distributions and then twelve percent of any remaining gain.

Upon sale of all properties and termination of the Partnership, the general
partner may be required to contribute certain funds to the Partnership in
accordance with the Partnership Agreement.

NOTE F - REAL ESTATE AND ACCUMULATED DEPRECIATION

Initial Cost

To Partnership

(in thousands)

Cost

Buildings Capitalized

and (Removed)

Personal Subsequent to

Description Encumbrances Land Property Acquisition

(in thousands) (in thousands)

Cherry Creek Gardens Apts. $ 7,483 $ 1,320 $11,879 $ 1,771

Creekside Apartments 6,482 1,366 7,307 2,056

The Lodge Apartments 7,180 1,575 8,580 2,446

The Village in the Woods Apts. 14,421 2,852 20,915 (8,647)

Cooper's Pond Apartments 7,617 1,476 12,505 783

Total $43,183 $ 8,589 $61,186 $(1,591)

Gross Amount at Which Carried

At December 31, 1998

(in thousands)

Buildings

And Related Year

Personal Accumulated of Date Depreciable

Description Land Property Total Depreciation Construction Acquired Life-Years

(in thousands)

Cherry Creek Gardens

Apartments $ 1,320 $13,650 $14,970 $ 7,431 1979 9/82 5-30 yrs

Creekside Apartments 1,366 9,363 10,729 4,871 1974 10/82 5-30 yrs

The Lodge Apartments 1,577 11,024 12,601 5,748 1974 10/82 5-30 yrs

Village in the Woods

Apartments 1,500 13,620 15,120 7,039 1983 10/82 5-30 yrs

Cooper's Pond Apts. 1,315 13,449 14,764 7,620 1979-1981 3/83 5-30 yrs

Total $ 7,078 $61,106 $68,184 $32,709

</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

Years Ended December 31,

1998 1997

(in thousands)

Real Estate

Balance at beginning of year $66,141 $65,225

Property improvements 2,111 1,039

Disposals of property (68) (123)

Balance at end of year $68,184 $66,141

Years Ended December 31,

1998 1997

(in thousands)

Accumulated Depreciation

Balance at beginning of year $30,323 $28,140

Additions charged to expense 2,418 2,242

Disposals of property (32) (59)

Balance at end of year $32,709 $30,323

The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1998 and 1997 is approximately $76,116,000 and $74,035,000,
respectively. The accumulated depreciation taken for Federal income tax
purposes at December 31, 1998 and 1997 is approximately $61,513,000 and
$60,014,000, respectively.

NOTE G - DISTRIBUTIONS TO PARTNERS

In 1998, cash distributions of approximately $5,329,000 were paid. Of this
amount, approximately $3,329,000 was paid from operations and approximately
$2,000,000 was paid from the refinancing of the mortgage loans encumbering
Creekside Apartments and the Lodge Apartments. Subsequent to December 31, 1998,
a cash distribution of approximately $2,319,000 was paid. Of this amount,
approximately $1,630,000 was paid from operations and approximately $689,000 was
paid from the refinancing of the mortgage loans encumbering Creekside Apartments
and the Lodge Apartments. As a part of this distribution, the Managing General
Partner received a Management Incentive Fee of approximately $181,000, which is
accounted for as a distribution to the Managing General Partner. In 1997, the
Partners received distributions from operations of approximately $3,000,000.

NOTE H - SEGMENT REPORTING

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

As defined by SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information" the Partnership has one reportable segment: residential
properties. The Partnership's residential property segment consists of five
apartment complexes in three states in the United States. 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 $13,051 $ -- $13,051
Other income 633 111 744
Interest expense 3,499 -- 3,499
Depreciation 2,418 -- 2,418
General and administrative expense -- 282 282
Extraordinary loss on early
extinguishment of debt (96) -- (96)
Segment profit (loss) 1,593 (170) 1,423
Total assets 41,361 761 42,122
Capital expenditures for investment
properties 2,111 -- 2,111

1997
Residential Other Totals
Rental income $12,326 $ -- $12,326
Other income 597 181 778
Interest expense (as restated) 3,370 -- 3,370
Depreciation 2,242 -- 2,242
General and administrative expense -- 308 308
Segment profit (loss) (as restated) 1,087 (127) 960
Total assets 41,101 1,048 42,149
Capital expenditures for investment
properties 1,039 -- 1,039

NOTE I - 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 and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO. 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 the costs associated with this case, if any, to be
material to the Partnership's overall 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.

NOTE J - PRIOR PERIOD RESTATEMENT

The Partnership's financial statements have been restated to correct an error in
calculating the amortization of debt discount on the zero-coupon mortgage
encumbering the Partnership's Village in The Woods Apartments property. The
effect of the restatement on partners' capital (deficit) at December 31, 1996,
was a decrease of approximately $103,000 to the general partner and
approximately $774,000 to the limited partners. The effect of the restatement
for the year ended December 31, 1997 was an increase in net income of
approximately $269,000 which equates to an increase in net income per limited
partnership unit of $3.17.

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 Company LLP ("Imowitz"). Imowitz' Independent
Auditor's Report on the Registrant's financial statements for the calendar year
ended December 31, 1997 did not contain an adverse opinion or a disclaimer of
opinion, and was 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 XVII (the "Partnership" or the "Registrant") has no
officers or directors. The managing general partner of the Partnership is Fox
Capital Management Corporation ("FCMC" or the "Managing General Partner"). The
names and ages of, as well as the positions and offices held by, the executive
officers and directors of the Managing General Partner 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 the Managing General Partner. The Partnership has no
plan, nor does the Partnership presently propose a plan, which will result in
any remuneration being paid to any officer or director upon termination of
employment. However, fees and other payments have been made to the 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 who is known by the Registrant to
own beneficially or exercise voting or dispositive control over more than 5% of
the Registrant's limited partnership units, by each of the directors and by all
directors and executive officers of the Managing General Partner as a group as
of December 31, 1998.

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

Insignia Properties L.P. 25,833.50 34.445%
(an affiliate of AIMCO)
IPLP Acquisition I LLC 3,369.50 4.493%
(an affiliate of AIMCO)

Insignia Properties LP and IPLP Acquisition I LLC are indirectly ultimately
owned by AIMCO. Their business address is 55 Beattie Place, Greenville, SC
29602.

No director or officer of the Managing General Partner owns any Units. The
general partner owns 100 Units as required by the terms of the Partnership
agreement governing the Partnership.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

1998 1997

(in thousands)

Property management fees $680 $645

Reimbursement for services of affiliates (1) 215 185

(1) Included in "Reimbursement for services of affiliates" is approximately
$61,000 and $23,000 in construction oversight costs for 1998 and 1997,
respectively.

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 $680,000 and $645,000 for the years ended
December 31, 1998 and 1997 respectively.

1998 1997
(in thousands)

Partnership management incentive $333 $300
Continuing interest 100 54

Total $433 $354

Upon sale of all properties and termination of the Partnership, the general
partner may be required to contribute certain funds to the Partnership in
accordance with the Partnership Agreement.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

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) Reports on Form 8-K filed during the fourth quarter of fiscal year 1998:

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

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

Current Report on Form 8-K filed December 9, 1998 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 XVII

By: Fox Partners
Its 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 31, 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.

/s/ Patrick J. Foye Executive Vice President Date: March 31, 1999
Patrick J. Foye and Director

/s/ Timothy R. Garrick Vice President - Accounting Date: March 31, 1999
Timothy R. Garrick and Director

CENTURY PROPERTIES FUND XVII

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 with the
Securities and Exchange Commission on September 1, 1995.

2.6 Agreement and Plan of Merger, dated as of October 1, 1998,
by and between AIMCO and IPT (incorporated by reference to
Exhibit 2.1 of Registrant's Current Report on Form 8-K dated
October 1, 1998).

3.4 Agreement of Limited Partnership, incorporated by reference
to Exhibit A to the Prospectus of the Registrant dated March
29, 1982, and as thereafter supplemented contained in the
Registrant's Registration Statement on Form S-11 (Reg. No.
2-75411).

16.1 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.

16.2 Letter dated November 10, 1998 from the Registrant's former
independent accountant regarding its concurrence with the
statements made by the Registrant; incorporated by reference
to the Exhibit 16 to the Registrant's Current Report on Form
8-K dated November 10, 1998.

27 Financial Data Schedule.

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XVII 1998 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000356472
<NAME> CENTURY PROPERTIES FUND XVII
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 4,031
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 68,184
<DEPRECIATION> 32,709
<TOTAL-ASSETS> 42,122
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 42,364
0
0
<COMMON> 0
<OTHER-SE> (1,717)
<TOTAL-LIABILITY-AND-EQUITY> 42,122
<SALES> 0
<TOTAL-REVENUES> 13,795
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 12,884
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,098
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 815
<EPS-PRIMARY> 9.59<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>

</TABLE>