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

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

Previous: BRAUVIN REAL ESTATE FUND LP 4, 10KSB, 1999-03-31

Next: CENTENNIAL MORTGAGE INCOME FUND, 10-K, 1999-03-31

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 0-13408

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

California 94-2930770
(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:

Units of Limited Partnership Interest
(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. $8,482,000.

State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1998. No market exists for the limited
partnership interests of the Registrant, and, therefore, no aggregate market
value can be determined.

DOCUMENTS INCORPORATED BY REFERENCE
None

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Century Properties Fund XX (the "Partnership" or "Registrant") was organized as
a limited partnership under the Uniform Limited Partnership laws of California
as of December, 1983. The Partnership's general partner is Fox Partners III, a
California general partnership. The general partners of Fox Partners III are Fox
Capital Management Corporation ("FCMC" or the "Managing General Partner"), a
California corporation, Fox Realty Investors ("FRI"), a California general
partnership, and Fox 84, a California general partnership. The Managing General
Partner is a subsidiary of Apartment Investment and Management Company
("AIMCO"). The Partnership Agreement provides that the Partnership is to
terminate on December 31, 2008 unless terminated prior to such date.

The Partnership's Registration Statement, filed pursuant to the Securities Act
of 1933 (No. 2-88615), was declared effective by the Securities and Exchange
Commission (the "Commission") on February 22, 1984. The Partnership marketed
its securities pursuant to its Prospectuses dated February 22, 1984, and
November 8, 1984, which were thereafter supplemented (hereinafter the
"Prospectus"). The Prospectus was filed with the Commission pursuant to Rule
424(b) of the Securities Act of 1933.

Beginning in February 1984 through April 1985, the Partnership offered
$35,000,000 in Individual Investor Units and $65,000,000 in Pension Investors
Notes ("Non-Recourse Promissory Notes" or "Promissory Notes"), and sold
$30,907,000 and $49,348,500, respectively. Since its initial offering, the
Partnership has not received nor are the limited partners required to make
additional capital contributions. The net proceeds of this offering were used
to purchase four income-producing real properties including one property which
was acquired in two phases, and to fund seven mortgage loans totaling
$31,568,000. The Partnership's original property portfolio was geographically
diversified with properties acquired and properties on which mortgage loans were
funded in seven states. The Partnership's acquisition and mortgage loan funding
activities were completed in February 1986 and since then the principal activity
of the Partnership has been managing its portfolio. Two mortgage loans were
prepaid in 1989, one was prepaid in 1991, and another was satisfied in 1994. In
April 1991, the Partnership finalized foreclosure proceedings on Metcalf 103
Office Park which secured a mortgage loan and during 1992 finalized foreclosure
proceedings against the borrowers on two additional mortgage loans (Harbor Club
Downs and The Corners Apartments). The remaining mortgage loan was prepaid in
1992. See "Item 2. Description of Properties" below for a description of the
Partnership's properties.

The Registrant has no employees. Management and administrative services are
provided by the Managing General Partner and by agents retained by the Managing
General Partner. With respect to the Partnership's commercial properties,
management is performed by an unaffiliated third party management company.

The real estate business in which the Partnership is engaged is highly
competitive. There are other properties within the market area of the
Partnership'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 and commercial space at the Partnership's properties and the
rents that may be charged for such apartments and space. 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
Partnership. The Managing General Partner is not a significant factor in
commercial real estate in the United States.

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.

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 properties because
such properties are susceptible to the impact of economic and other conditions
outside of the control of the Partnership.

Change in Control

Pursuant to a series of transactions which closed during 1996, affiliates of
Insignia Financial Group, Inc. ("Insignia") acquired all of the issued and
outstanding shares of stock of FCMC, NPI Equity Investments II, Inc. ("NPI
Equity"), the managing general partner of FRI, and National Property Investors,
Inc. ("NPI"). NPI was the sole stockholder of NPI Equity until December 31,
1996, at which time the stock of NPI Equity was acquired by Insignia Properties
Trust, an affiliate of Insignia.

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, 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 investments in properties:

Date of
Property Purchase Type of Ownership (2) Use

Crabtree Office Center 12/84 Fee Ownership Office Building-
Raleigh, North Carolina 59,000 sq. ft.

Linpro Park I 03/85 Fee Ownership Office Building-
Reston, Virginia 75,000 sq. ft.

Metcalf 103 Office Park 04/91 Fee Ownership Office Building-
Overland Park, Kansas 62,000 sq. ft.

Commonwealth Centre 10/84 Fee Ownership Business Park-
Dallas, Texas 109,000 sq. ft.

Highland Park Commerce (1) Fee Ownership Business Park-
Center
Charlotte, North Carolina 106,000 sq. ft.

Harbor Club Downs 05/92 Fee Ownership Apartment-
Palm Harbor, Florida 272 units

The Corners Apartments 11/92 Fee Ownership Apartment-
Spartanburg, South 176 units
Carolina

(1) Highland Park Commerce Center was acquired in separate transactions on
November 5, 1985 and February 12, 1986, respectively.

(2) The Non-Recourse Promissory Notes are secured by a deed of trust on all
properties owned by the Partnership.
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.

Gross

Carrying Accumulated Federal

Property Value Depreciation Rate Method Tax Basis

(in thousands) (in thousands)

Crabtree $ 8,723 $ 3,674 5-39 yrs S/L $ 3,513

Linpro 8,459 4,598 5-39 yrs S/L 4,446

Metcalf 3,204 756 5-39 yrs S/L 2,795

Commonwealth 6,456 3,896 5-39 yrs S/L 5,139

Highland Park 10,545 3,941 5-39 yrs S/L 5,046

Harbor Club 9,067 1,911 5-30 yrs S/L 7,156

The Corners 3,954 876 5-30 yrs S/L 3,027

Total $50,408 $19,652 $31,122

See "Note B" to the financial statements in "Item 7. Financial Statements" for a
description of the Partnership's depreciation policy.

The Partnership has Non-Recourse Promissory Notes secured by a deed of trust on
all properties owned by the Partnership. The Promissory Notes bear interest at
eight percent per annum except that interest of up to four percent may be
deferred, provided the Partnership makes interest payments on the unpaid
principal balance of at least four percent per annum. The deferred interest
does not bear interest. The Promissory Notes were due November 30, 1998. In
accordance with the Partnership Agreement and the Trust Indenture, upon the
sale, repayment or other disposition of any Partnership properties or
Partnership mortgage loans, 98 percent of the resulting cash proceeds are first
allocated to the payment of Promissory Notes until such Promissory Notes are
repaid. Promissory Note holders are also entitled to the payment of residual
interest after specified payments to the general partner and Individual Unit
holders as set forth in the Trust Indenture. The Promissory Notes are currently
in default. See "Item 6. Management's Discussion and Analysis or Plan of
Operation" for further information.
RENTAL RATES AND OCCUPANCY:

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

Average Annual Rental Rates Average Occupancy
Property 1998 1997 1998 1997

Crabtree $17.25/sq. ft. $16.44/sq. ft. 96% 99%
Linpro 14.29/sq. ft. 17.06/sq. ft. 96% 100%
Metcalf 11.61/sq. ft. 11.25/sq. ft. 97% 97%
Commonwealth 5.09/sq. ft. 4.90/sq. ft. 96% 87%
Highland Park 9.53/sq. ft. 9.44/sq. ft. 97% 94%
Harbor Club 7,900/unit 7,546/unit 94% 95%
The Corners 5,714/unit 5,680/unit 91% 93%

The decrease in occupancy at Crabtree is due to the loss of two tenants which
occupied approximately 6,000 square feet during 1998. The decrease in occupancy
at Linpro is due to a decrease in demand for Class B space in the Reston,
Virginia market. The increase in occupancy at Commonwealth is due to four new
tenants occupying a total of 23,019 square feet and one existing tenant
expanding into unoccupied space. The increase in occupancy at Highland Park is
due to the addition of two new tenants and the expansion of an existing tenant.

As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties are subject to competition from other
similar properties in the area. The Managing General Partner believes that all
of the properties are adequately insured. The multifamily residential
properties' lease terms are for one year or less. The commercial lease terms
vary as set forth below. 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.
The following is a schedule of the lease expirations for the years 1999-2008:

Number of Square Annual % Of Gross
Expirations Feet Rent Annual Rent
(in thousands)

Crabtree
1999 4 10,819 $ 172 19.56%
2000 5 25,015 426 48.45%
2001 1 5,298 92 10.45%
2002 4 9,588 166 18.88%
2003 1 1,238 23 2.67%
2004-2008 0 -- -- --

Linpro
1999-2001 0 -- $ -- --
2002 2 65,879 1,385 87.89%
2003 1 3,402 79 5.04%
2004 - -- -- --
2005 1 4,523 111 7.07%
2006-2008 - -- -- --

Metcalf
1999 3 8,468 $ 92 12.75%
2000 4 18,381 189 26.08%
2001 7 13,100 143 19.77%
2002 2 8,124 108 14.92%
2003 3 9,198 130 17.99%
2004 1 1,265 25 3.41%
2005-2008 - -- -- --
Commonwealth
1999 4 30,535 $ 136 26.06%
2000 4 20,109 96 18.47%
2001 4 8,830 48 9.26%
2002 3 15,567 90 17.18%
2003-2008 0 -- -- --

Highland Park
1999 5 25,377 $ 253 25.89%
2000 12 51,998 502 51.41%
2001 2 6,626 58 5.96%
2002 2 9,396 86 8.81%
2003-2006 0 -- -- --
2007 1 4,212 59 6.04%
2008 - -- -- --
The following schedule reflects information on tenants occupying 10% or more of
leasable square footage at December 31, 1998:

Nature of Square Footage Annual Rent Per Lease
Business Leased Square Foot Expiration

CRABTREE
Investment Company 7,770 $17.77 10/31/2000
Medical Services 9,981 17.39 04/30/2000

LINPRO
Government Agency 57,122 21.50 12/31/2002
Real Estate 8,757 17.94 12/15/2002

METCALF
Business Offices 14,426 10.09 10/31/2000

COMMONWEALTH
Florist 14,580 3.98 04/15/1999
Wine Shop 14,873 4.50 05/31/2000

HIGHLAND PARK
Software Designer 20,426 9.19 10/31/2000
Bank 15,010 8.72 03/31/1999

REAL ESTATE TAXES AND RATES:

Real estate taxes and rates in 1998 for each property:

1998 1998
Billing Rate
(in thousands)

Crabtree $ 45 1.15%
Linpro 82 1.29%
Metcalf 51 2.19%
Commonwealth 75 2.54%
Highland Park 78 1.16%
Harbor Club 173 2.09%
The Corners 96 2.54%

CAPITAL IMPROVEMENTS:

Commonwealth Center

During the year ended December 31, 1998 the Partnership completed approximately
$104,000 of capital improvement projects at Commonwealth Center, consisting
primarily of building improvements. 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 $168,000 of capital
improvements over the near term. Capital improvement projects planned for 1999
include, but are not limited to, tenant improvements. These improvements are
expected to cost approximately $38,000.
Crabtree

During the year ended December 31, 1998, the partnership completed approximately
$10,000 of capital improvement projects at Crabtree Office Center, consisting
primarily of tenant improvements. 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 $112,000 of capital
improvements over the near term. Capital improvements planned for 1999 include,
but are not limited to, tenant improvements. These improvements are expected to
cost approximately $95,000.

Highland Park

During the year ended December 31, 1998, the partnership completed approximately
$13,000 of capital improvement projects at Highland Park, consisting primarily
of tenant improvements. 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 $141,000 of capital improvements over the near
term. Capital improvement projects planned for 1999 include, but are not
limited to, tenant improvements. These improvements are expected to cost
approximately $100,000.

Linpro

During the year ended December 31, 1998, the Partnership completed approximately
$521,000 of capital improvement projects at Linpro Office building, consisting
primarily of tenant improvements. 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 $439,000 of capital
improvements over the near term. Capital improvement projects planned for 1999
include, but are not limited to, parking lot repairs. These improvements are
expected to cost approximately $33,000.

Metcalf

During the year ended December 31, 1998, the Partnership completed approximately
$50,000 of capital improvement projects at Metcalf 103 Office Park, consisting
primarily of tenant improvements. 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 $79,000 of capital
improvements over the near term. Capital improvement projects planned for 1999
include, but are not limited to, tenant improvements. These improvements are
expected to cost approximately $21,000.

Harbor Club

During the year ended December 31, 1998, the Partnership completed approximately
$86,000 of capital improvement projects at Harbor Club Downs, consisting
primarily of floor covering replacements and HVAC upgrades. 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 $503,000
of capital improvements over the near term. Capital improvement projects
planned for 1999 include, but are not limited to, floor covering replacements,
roof repairs, parking lot repairs and landscaping. These improvements are
expected to cost approximately $439,000.
The Corners

During the year ended December 31, 1998, the Partnership completed approximately
$47,000 of capital improvement projects at The Corners consisting primarily of
floor covering replacements and upgrades to the appliances. 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 $388,000
of capital improvements over the near term. Capital improvement projects
planned for 1999 include, but are not limited to, floor covering replacements
and landscaping. These improvements are expected to cost approximately $73,000.

The capital improvements planned for 1999 at the Partnership's properties will
be made only to the extent of cash available from operations.

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 costs associated with this case, if any, will 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

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

During the quarter ended December 31, 1998 no matter was submitted to a vote of
unit holders through the solicitation of proxies or otherwise.

PART II

ITEM 5. MARKET FOR PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS

The Partnership, a publicly-held limited partnership, offered and sold 61,814
Individual Investor Units during its offering period through April 1985. The
Partnership currently has 1,918 holders of record owning an aggregate of 61,814
Units. An affiliate of the Managing General Partner owns 10 Units, or 0.0161.
No public trading market has developed for the Units, and it is not anticipated
that such a market will develop in the future.

In accordance with the Partnership Agreement, distributions are to be made to
the general partner in an amount equal to 2% of cash payments to holders of the
Promissory Notes. As such, cash distributions of approximately $26,000 were
paid to the General Partner during each of the years ended December 31, 1998 and
1997. No other distributions were made during the years ended December 31, 1998
or 1997.

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

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 financial statements and other
items contained elsewhere in this report.

Results of Operations

The Partnership's net loss for the year ended December 31, 1998 was
approximately $184,000 as compared to a net loss of approximately $1,092,000 for
the year ended December 31, 1997. (See "Note E" of the financial statements for
a reconciliation of these amounts to the Partnership's federal taxable income
(loss)). The decrease in net loss is primarily attributable to an increase in
total revenues and a decrease in total expenses. The increase in the
Partnership's revenues as a result of a renovation allowance at Linpro Park 1 of
approximately $392,000 in 1998 (see "Item 7. Financial Statements - Note J" for
further discussion). In addition, the Partnership recognized approximately
$301,000 from the settlement on the deficiency certificate due from Lincoln
Property Company. The settlement relates to legal proceedings at Commonwealth
center. (See "Item 7. Financial Statements - Note I" for further discussion).

Operating expenses decreased for the year ended December 31, 1998 as compared to
the corresponding period in 1997 as a result of fewer repairs in 1998 compared
to 1997 at Commonwealth Center, Crabtree Office Center and Harbor Club Downs.
General and administrative expenses decreased for the year ended December 31,
1998, as compared to 1997 resulting from deferred expenses becoming fully
amortized during 1998. Included in general and administrative expenses at both
December 31, 1998 and 1997 are management reimbursements to the 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.
Liquidity and Capital Resources

At December 31, 1998, the Partnership had cash and cash equivalents of
approximately $9,197,000, as compared to approximately $7,314,000 at December
31, 1997. The increase in cash and cash equivalents is due to approximately
$2,604,000 of cash provided by operating activities partially offset by
approximately $695,000 of cash used in investing activities and approximately
$26,000 of cash used in financing activities. Cash used in investing activities
consisted of capital improvements and payment of lease commissions. Cash used
in financing activities consisted of distributions paid to the General Partner.
The Partnership invests its working capital reserves in money market accounts.

In order to finance the purchase of its properties, the Partnership sold
Nonrecourse Pension Investor Notes with an aggregate original principal amount
of $49,348,500 (the "Notes"). Pursuant to the terms of the Notes, the
Partnership was required to pay interest at a rate of 4% per annum on the Notes,
and accrue the additional 4% per annum due on the Notes. The Notes are secured
by all of the Partnership's properties. The Notes, which had a balance of
principal and current and deferred interest of approximately $49,323,000 at
December 31, 1998, matured on November 30, 1998. As a result, the Partnership
is currently in default under the Nonrecourse Promissory Notes. The Managing
General Partner has contacted the indenture trustee for the Notes and certain
holders of Notes regarding this default. In an effort to cure this default, the
Partnership is currently seeking to satisfy the Notes by purchasing the Notes
pursuant to a tender offer which commenced on March 9, 1999 at $1,423.34 per
$1,000 principal amount (the "Purchase Price"), net to the seller in cash. The
Purchase Price represents 90% of the principal, current accrued interest and
deferred interest at February 15, 1999, which equates to a total Purchase Price
of approximately $44,672,000. In order to fund the tender offer, the
Partnership will use its cash reserves and is seeking financing of at least
$39,000,000. An affiliate of the Managing General Partner purchased 7,678 Notes
on January 4, 1999, and has agreed to tender their units pursuant to this offer.
The offer is conditional upon approximately $33,333,000 of Notes being tendered.
The offer is to expire on April 6, 1999, unless extended by the Partnership.
There can be no assurance that the Partnership will be able to obtain the
necessary financing with which to consummate the tender offer or that a
sufficient number of noteholders will tender their Notes to enable the
Partnership to satisfy the Notes. If the tender offer is not consummated,
either because an insufficient number of noteholders tender or if replacement
financing cannot be obtained, it is possible that the noteholders will exercise
their rights and foreclose on the Partnership's properties.

Assuming that the Partnership is successful in tendering for the Notes and
consummating the loan as described above, the sufficiency of existing liquid
assets to meet future liquidity and capital expenditure requirements is directly
related to the level of capital expenditures required at the properties to
adequately maintain the physical assets and other operating needs of the
Registrant and to comply with Federal, state, and local legal and regulatory
requirements. The Registrant has budgeted approximately $798,000 in capital
improvements for all of the Registrant's properties in 1999. These improvements
include parking lot improvements, tenant improvements, roof replacements, floor
coverings, landscaping, and exterior building improvements. The capital
expenditures will be incurred only if cash is available from operations. 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.

In light of the maturity of the Notes, no distributions were made to the limited
partners for the years ended December 31, 1998 or 1997. Cash distributions of
approximately $26,000 were paid to the general partner during each of the years
ended December 31, 1998 and 1997.

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 XX

LIST OF FINANCIAL STATEMENTS

Report of Independent Auditors'

Balance Sheet - December 31, 1998

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

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

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

Notes to Financial Statements

Independent Auditors' Report

To the Partners
Century Properties Fund XX
Greenville, South Carolina

We have audited the accompanying balance sheet of Century Properties Fund XX (a
limited partnership) (the "Partnership") as of December 31, 1998, and the
related statements of operations, changes in partners' deficit and cash flows
for each of the two years in the period ended December 31, 1998. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

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

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note A to the
financial statements, the Partnership's Non-Recourse Promissory Notes, totaling
approximately $49,323,000 in principal and interest, matured on November 30,
1998 and are in default. This matter raises substantial doubt about the
Partnership's ability to continue as a going concern. Management's plans in
regard to this matter are also described in Note A. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Century Properties Fund XX as
of December 31, 1998, and the results of its operations and its cash flows for
each of the two years in the period ended December 31, 1998, in conformity with
generally accepted accounting principles.

/s/IMOWITZ KOENIG & CO., LLP
Certified Public Accountants

New York, NY
March 10, 1999
CENTURY PROPERTIES FUND XX

BALANCE SHEET
(in thousands, except unit data)

December 31, 1998

Assets

Cash and cash equivalents $ 9,197

Receivables and deposits 811

Other assets 785

Investment properties (Notes B & H):

Land $ 6,495

Buildings and related personal property 43,913

50,408

Less accumulated depreciation (19,652) 30,756

$41,549

Liabilities and Partners' Deficit

Liabilities

Accounts payable $ 40

Tenant security deposit liabilities 192

Accrued property taxes 281

Accrued interest-promissory notes (Note D) 314

Other liabilities 76

Non-recourse promissory notes in default

(Notes A & D):

Principal 31,386

Deferred interest payable 17,623

Contingency (Note A) --

Partners' Deficit

General partner's $ (1,505)

Limited partners' (61,814 units outstanding) (6,858) (8,363)

$41,549

See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XX

STATEMENTS OF OPERATIONS
(in thousands, except unit data)

Years Ended December 31,

1998 1997

Revenues:

Rental income $ 7,634 $ 7,150

Other income 547 525

Income from deficiency certificate

settlement (Note I) 301 --

Total revenues 8,482 7,675

Expenses:

Interest to promissory note holders 2,511 2,511

Operating 2,777 2,885

Depreciation 1,661 1,609

Amortization of sales commissions and

organizational costs 298 325

General and administrative 833 833

Property taxes 586 604

Total expenses 8,666 8,767

Net loss $ (184) $(1,092)

Net loss allocated to general partner (2%) $ (4) $ (22)

Net loss allocated to limited partners (98%) (180) (1,070)

$ (184) $(1,092)

Net loss per limited partnership unit $ (2.91) $(17.31)

See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XX

STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)

Limited

Partnership General Limited

Units Partner's Partners' Total

Original capital contributions 61,814 $ -- $30,907 $30,907

Partners' deficit at

December 31, 1996 61,814 $(1,427) $(5,608) $(7,035)

Net loss for the year ended

December 31, 1997 -- (22) (1,070) (1,092)

Distributions to general partner -- (26) -- (26)

Partners' deficit at

December 31, 1997 61,814 (1,475) (6,678) (8,153)

Net loss for the year ended

December 31, 1998 -- (4) (180) (184)

Distributions to general partner -- (26) -- (26)

Partners' deficit at

December 31, 1998 61,814 $(1,505) $(6,858) $(8,363)

See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XX

STATEMENTS OF CASH FLOWS
(in thousands)

Years Ended December 31,

1998 1997

Cash flows from operating activities:

Net loss $ (184) $(1,092)

Adjustments to reconcile net loss to

net cash provided by operating activities:

Depreciation 1,661 1,609

Amortization of deferred charges 504 507

Deferred interest on non-recourse

promissory notes 1,256 1,255

Rent abatement (392) --

Loss on disposal of property 26 --

Change in accounts:

Receivables and deposits (551) 192

Other assets 2 15

Accounts payable (8) (86)

Tenant security deposit liabilities 10 9

Accrued property taxes 268 (166)

Other liabilities 12 11

Net cash provided by operating activities 2,604 2,254

Cash flows used in investing activities:

Property improvements and replacements (440) (820)

Less commissions paid (255) (368)

Net cash used in investing activities (695) (1,188)

Cash flows used in financing activities:

Cash distributions to general partner (26) (26)

Net increase in cash and cash equivalents 1,883 1,040

Cash and cash equivalents at beginning of period 7,314 6,274

Cash and cash equivalents at end of period $ 9,197 $ 7,314

Supplemental disclosure of cash flow information:

Cash paid for interest $ 1,255 $ 1,255

Supplemental disclosure of non-cash investing

information:

Tenant improvements funded through rent abatement $ 392 $ --

See Accompanying Notes to Financial Statements

CENTURY PROPERTIES FUND XX

Notes to Financial Statements

December 31, 1998

NOTE A - GOING CONCERN

The accompanying financial statements have been prepared assuming Century
Properties Fund XX (the "Partnership" or "Registrant") will continue as a going
concern, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Non-Recourse Promissory Notes
(the "Notes") of approximately $49,323,000 in principal and current and deferred
interest at December 31, 1998, which matured on November 30, 1998 are in
default. In an effort to cure this default, the Partnership is currently
seeking to satisfy the Notes by purchasing the Notes pursuant to a tender offer
which commenced on March 9, 1999 at $1,423.34 per $1,000 principal amount (the
"Purchase Price"), net to the seller in cash. The Purchase Price represents 90%
of the principal, current accrued interest and deferred interest at February 15,
1999, which equates to a total Purchase Price of approximately $44,672,000. In
order to fund the tender offer, the Partnership will use its cash reserves and
is seeking financing from a third party financial institution of at least
$39,000,000. An affiliate of Fox Capital Management Corporation (the "Managing
General Partner") purchased 7,678 Notes on January 4, 1999, and has agreed to
tender their units pursuant to this offer. The offer is conditional upon
approximately $33,333,000 of Notes being tendered. The offer is to expire on
April 6, 1999, unless extended by the Partnership. There can be no assurance
that the Partnership will be able to obtain the necessary financing with which

to consummate the tender offer or that a sufficient number of Noteholders will
tender their Notes to enable the Partnership to satisfy the Notes. If the
tender offer is not consummated, either because an insufficient number of
Noteholders tender or if replacement financing cannot be obtained, it is
possible that the Noteholders will exercise their rights and foreclose on the
Partnership's properties. These conditions raise substantial doubt about the
Partnership's ability to continue as a going concern.

The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Partnership be
unable to continue as a going concern.

NOTE B - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization: The Partnership was organized under the Uniform Limited
Partnership Laws of California as of December 1983. The general partner
responsible for management of the Partnership's business is Fox Partners III
(the "General Partner"). The general partners of Fox Partners III are FCMC, a
California corporation, Fox Realty Investors ("FRI"), a California general
partnership, and Fox 84, a California general partnership. The Managing General
Partner is an affiliate of Apartment Investment and Management Company
("AIMCO"), (see "Note C _ Transfer of Control"). The directors and officers of
the General Partners also serve as executive officers of AIMCO. The Partnership
Agreement provides that the Partnership is to terminate on December 31, 2008
unless terminated prior to such date. The Partnership operates five commercial
properties and two apartment properties.

Uses 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.

Allocation of Income, Loss and Distributions: Net income, net loss and
distributions of the Partnership are allocated between the general and limited
partners in accordance with the provisions of the Partnership Agreement.

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

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

Depreciation: Depreciation is computed by the straight-line method over
estimated useful lives ranging from 15 to 39 years for buildings and
improvements and five to seven years for furnishings.

Deferred Charges: Included in other assets are sales commissions, organization
expenses and lease commissions. Sales commissions and organization expenses
related to the Notes are deferred and amortized by the straight-line method over
the life of the Promissory Notes. Leasing commissions are deferred and amortized
over the lives of the related leases. Such amortization is charged to operating
expense. At December 31, 1998, the cost of deferred charges totaled
approximately $7,714,000. At December 31, 1998, accumulated amortization of
deferred charges totaled approximately $7,152,000.

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.

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.

The Partnership leases commercial space to tenants under various lease terms.
For leases containing fixed rental increases during their term, rents are
recognized on a straight-line basis over the terms of the leases. For all other
commercial leases, rents are recognized over the terms of the leases as earned.

Investment Properties: Investment properties consist of five commercial
properties and two apartment properties and are stated at cost. Acquisition
fees are capitalized as a cost of real estate. In accordance with Financial
Accounting Standards Board Statement No. 121, "Accounting for the Impairment of
Long-lived Assets and for Long-lived Assets to Be Disposed Of", the Partnership
records impairment losses on long-lived assets used in operations when events
and circumstances indicate that the assets might be impaired and the
undiscounted cash flows estimated to be generated by those assets are less than
the carrying amounts of those assets. Costs of investment properties that have
been permanently impaired have been written down to fair value. No adjustments
for impairment of value were recorded in the years ended December 31, 1998 or
1997.

Segment Reporting: In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Standards No. 131, "Disclosures 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 K" for required
disclosure).

Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising costs of approximately $59,000 and $48,000 for the years ended
December 31, 1998 and 1997, respectively were charged to expense as incurred.

Reclassification: Certain reclassifications have been made to the 1997
information to conform to the 1998 presentation.

NOTE C - TRANSFER OF CONTROL

NOTE D - NON-RECOURSE PROMISSORY NOTES

The Partnership has Promissory Notes secured by a deed of trust on all
properties owned by the Partnership. The Promissory Notes bear interest at
eight percent per annum except that interest of up to four percent may be
deferred, provided the Partnership makes interest payments on the unpaid
principal balance of at least four percent per annum. The deferred interest does
not bear interest. The Promissory Notes were due November 30, 1998. In
accordance with the Partnership Agreement and the Trust Indenture, upon the
sale, repayment or other disposition of any Partnership properties or
Partnership mortgage loans, 98 percent of the resulting cash proceeds are first
allocated to the payment of Promissory Notes until such Promissory Notes are
repaid. Promissory Note holders are also entitled to the payment of residual
interest after specified payments to the general partner and Individual Unit
holders as set forth in the Trust Indenture. See "Note A - Going Concern" for
discussion regarding the Managing General Partner's intentions to meet its
obligation.

NOTE E - INCOME TAXES

Taxable income or loss of the Partnership is reported in the income tax returns
of its partners.

The following is a reconciliation of reported net loss and Federal taxable loss
(in thousands, except per unit data):

1998 1997

Net loss as reported $ (184) $(1,092)

Add (deduct):

Depreciation differences (501) (543)

Original Issue Discount (763) (695)

Change in prepaid rental (28) 36

Capitalized expenses 40 34

Other (91) (11)

Federal taxable loss $(1,527) $(2,271)

Federal taxable loss per limited

Partnership unit $(24.00) $(36.00)

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

1998

Net liabilities as reported $ (8,363)

Differences resulted from:

Sales commissions 2,482

Organization expenses 2,069

Foreclosures of mortgage loan receivable 238

Payments credited to rental property 280

Acquisition costs expensed (34)

Depreciation (7,147)

Provision for impairment of value 6,296

Capitalized expenses 1,019

Provision for bad debts 11

Deferred and prepaid rent (512)

Other 44

Net liabilities - tax basis $ (3,617)

NOTE F - 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 certain 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 year ended December 31, 1998 and 1997:

1998 1997

(in thousands)

Property management fees (included in

operating expenses) $154 $150

Reimbursement for services of affiliates

(included in operating, and general and

administrative expenses) (1) 212 218

Partnership management fees (included in

general and administrative expenses) 72 72

(1) Included in "reimbursements for services of affiliates" for the years ended
December 31, 1998 and 1997, is approximately $3,000 and $5,000,
respectively, in reimbursements for construction oversight costs.

During the years ended December 31, 1998 and 1997, affiliates of the Managing
General Partner were entitled to receive 5% of gross receipts from all of the
Registrant's residential properties as compensation for providing property
management services. These services were performed by affiliates of the Managing
General Partner. The Registrant paid to such affiliates approximately $154,000
and $150,000 for the years ended December 31, 1998 and 1997 respectively. For
the Registrant's commercial properties these services were provided by an
unrelated party for the years ended December 31, 1998 and 1997.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $212,000 and $218,000 for the
years ended December 31, 1998 and 1997, respectively.

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

Promissory Note holders. In addition, the general partner is entitled to a
partnership management incentive distribution, which together with the
partnership management fee cannot exceed ten percent of cash available for
distribution, as defined. No incentive distributions were made in 1998 or 1997;
however, the General Partner received a partnership management fee of
approximately $72,000 in 1998 and 1997.

On January 4, 1999, an affiliate of the Managing General Partner purchased 7,678
Notes from a noteholder for $450 per Note, or $3,455,100. On February 10, 1999,
the Partnership purchased 2,844 Notes from a noteholder for $450 per Note, or
$1,279,800. The Notes purchased by the Partnership will be cancelled. In
addition, on March 9, 1999, the Partnership commenced a tender offer to acquire
all of the outstanding Notes. The Partnership offered to purchase all of the
98,697 outstanding Notes at $1,423.34 per $1,000 principal amount (the "Purchase
Price"), net to the seller in cash. The Purchase Price represents 90% of the
principal, current accrued interest and deferred interest at February 15, 1999,
which equates to a total Purchase Price of approximately $44,672,000. The
offer, which is scheduled to expire on April 6, 1999, unless extended, is
subject to, among other things, the Partnership obtaining at least $39,000,000
in financing with which to purchase the Notes. See "Note A _ Going Concern".

NOTE G - SIGNIFICANT TENANT AND MINIMUM FUTURE RENTAL REVENUES

Rental revenue from one tenant at Linpro Park I represented approximately 16
percent of total Partnership rental income in 1998 and 1997. The tenant's lease
is scheduled to expire in December 2002.

Minimum future rental revenues from operating leases having initial or remaining
non- cancelable lease terms in excess of one year at December 31, 1998, are as
follows (in thousands):

1999 $ 4,066

2000 3,472

2001 2,476

2002 4,161

2003 377

Thereafter 443

$14,995

Amortization of deferred leasing commissions totaled approximately $206,000 and
$182,000 for the years ended December 31, 1998 and 1997, respectively.

NOTE H - REAL ESTATE AND ACCUMULATED DEPRECIATION

Initial Cost

To Partnership

(in thousands)

Net Costs

Buildings Capitalized

and Related (Written Down)

Encrum- Personal Subsequent to

Description brances(1) Land Property Acquisition

(in thousands)

Crabtree Office Center $ -- $ 966 $ 6,409 $ 1,348

Linpro Park I -- 1,089 7,882 (512)

Metcalf 103 Office Park -- 810 1,565 829

Commonwealth Center -- 1,929 6,300 (1,773)

Highland Park -- 1,256 7,884 1,405

Harbor Club Downs -- 1,416 6,864 787

The Corners Apartments -- 419 3,102 433

Totals $ -- $ 7,885 $40,006 $ 2,517

</TABLE>

(1) The Non-Recourse Promissory Notes are secured by a deed of trust on all
properties owned by the Partnership. See "Note D" for a further
discussion.

Gross Amount At Which Carried
December 31, 1998
(in thousands)

Buildings Accum- Year Date Deprec-
and Related ulated Of Of Iable
Personal Depre- Constru- Acqui- Life-
Description Land Property Total ciation ction sition Years
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Crabtree Office Center $ 962 $ 7,761 $ 8,723 $ 3,674 1983 12/84 5-39

Linpro Park I 693 7,766 8,459 4,598 1982 03/85 5-39

Metcalf 103 Office Park 810 2,394 3,204 756 1973 04/91 5-39

Commonwealth Center 964 5,492 6,456 3,896 1980 10/84 5-39

Highland Park 1,231 9,314 10,545 3,941 1986 11/85-02/86 5-39

Harbor Club Downs 1,416 7,651 9,067 1,911 1986 05/92 5-30

The Corners Apartments 419 3,535 3,954 876 1974 11/92 5-30

Totals $6,495 $43,913 $50,408 $19,652
</TABLE>

Reconciliation of Real Estate and Accumulated Depreciation:

Years Ended December 31,

1998 1997

Investment Properties

Balance at beginning of year $49,623 $48,803

Property improvements 440 820

Rent abatement 392 --

Disposals of property (47) --

Balance at end of year $50,408 $49,623

Accumulated Depreciation

Balance at beginning of year $18,012 $16,403

Additions charged to expense 1,661 1,609

Disposals of property (21) --

Balance at end of year $19,652 $18,012

The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1998 and 1997, respectively, is approximately $58,008,000 and
$57,227,000. The accumulated depreciation taken for Federal income tax purposes

at December 31, 1998 and 1997 respectively, is approximately $26,886,000 and
$24,696,000.

NOTE I - CONTINGENCY

On January 24, 1990, a settlement agreement was executed by and between the
Partnership and certain defendants in connection with legal proceedings at
Commonwealth Centre. Lincoln Property Company ("Lincoln"), one of the
defendants, provided the Partnership with a deficiency certificate totaling
$1,250,000 pursuant to Lincoln's company-wide debt restructuring plan.
Effective December 31, 1994, the obligators under this collateral pool agreement
exercised their right to extend the maturity date of the deficiency certificates
to December 31, 1997. The senior obligators have accepted an offer to settle
the outstanding amounts due from Lincoln at a discounted rate. The Managing
General Partner was obligated to accept the initial settlement which equated to
approximately $256,000. Prior to this settlement, the Partnership had not
recorded the certificate in the financial statements due to the uncertainty of
receiving any funds. The initial settlement related to the cash available to
distribute in the collateral pool. Additional assets were sold from this
collateral pool, and the Partnership received further funds of approximately
$45,000.

With receipt of this settlement during the year ended December 31, 1998, the
Partnership has recorded income from the settlement in the financial statements.
The current settlement relates to the cash available to distribute in the
collateral pool. If additional assets are sold from this collateral pool, there
is a possibility that the Partnership could receive further funds, however there
is no guarantee that this will occur.

NOTE J - RENT ABATEMENT

On January 1, 1998, a tenant of Linpro Park I entered into a five year lease
agreement. The lease provided for a renovation allowance equal to $7.00 per
square foot to reimburse the tenant for improvements made to accommodate the
tenant. This allowance is for the twelve month period beginning January 1,
1998 and ending December 31, 1998. As of December 31, 1998, $392,000 of
improvements have been completed. The allowance is reflected on the financial
statements as rent abatement and is included as rental income.

NOTE K - DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

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 two
reportable segments: commercial properties and residential properties. The
Partnership's commercial property segment consists of five office complexes in
four states in the United States. The Partnership leases office space for terms
that typically exceed one year. The residential property segment consists of
two apartment complexes in two 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 segments 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 segments are investment properties that offer different

products and services. The reportable segments are each managed separately
because they provide distinct services with different 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 Commercial Other Totals
Rental income $ 2,864 $ 4,770 $ -- $ 7,634
Other income 166 26 355 547
Income from settlement -- -- 301 301
Interest expense -- -- 2,511 2,511
Depreciation 471 1,190 -- 1,661
Amortization of deferred charges -- -- 298 298
General and administrative expense -- -- 833 833
Segment profit (loss) 1,087 1,715 (2,986) (184)
Total assets 10,745 21,890 8,914 41,549
Capital expenditures for investment
properties 133 699 -- 832

1997
Residential Commercial Other Totals
Rental income $ 2,833 $ 4,317 $ -- $ 7,150
Other income 121 42 362 525
Interest expense -- -- 2,511 2,511
Depreciation 461 1,148 -- 1,609
Amortization of deferred charges -- -- 325 325
General and administrative expense -- -- 833 833
Segment profit (loss) 941 1,274 (3,307) (1,092)
Total assets 10,815 21,917 7,495 40,227

Capital expenditures for investment
properties 225 595 -- 820

NOTE L - 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 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.

ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

There were no disagreements with Imowitz Koenig & Co., LLP regarding the 1998 or
1997 audits of the Partnership's financial statements.

PART III

ITEM 9.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

Century Properties Fund XX (the "Partnership" or "Registrant") has no officers
or directors. The managing general partner is as follows:

Managing General Partner - The names and ages of, as well as the positions and
offices held by, the present executive officers and director of Fox Capital
Management Corporation, the managing general partner of the general partner
("FCMC" or "Managing General Partner") are set forth below. The Managing
General Partner manages and controls substantially all of the partnership's
affairs and has general responsibility and ultimate authority in all matters
affecting its business. The Managing General Partner is a subsidiary of
Apartment Investment and Management Company ("AIMCO"). 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 and AIMCO
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

Neither directors nor officers of the Managing General Partner received any
remuneration from the Registrant.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as noted below, no person or entity was known by the Registrant to be the
beneficial owner of more than 5% of the Limited Partnership Units of the
Registrant as of December 31, 1998.

Entity Number of Units Percentage

Independent Life & Accident 3,180.00 5.144%

Lafayette Bay LLC 7,515.00 7.614%

Insignia Properties LP 10.00 .016%

Independent Life & Accident and Lafayette Bay LLC are both unrelated parties.

Insignia Properties LP is 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.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following payments were made to the Managing General Partner and affiliates
during the year ended December 31, 1998 and 1997:

1998 1997

(in thousands)

Property management fees $154 $150

Reimbursement for services of affiliates (1) 212 218

Partnership management fees 72 72

In accordance with the partnership agreement, the general partner was allocated
its two percent continuing interest in the Partnership's net loss. The general
partner received two percent of total distributions including cash paid to the
Promissory Note holders. In addition, the general partner is entitled to a
partnership management incentive distribution, which together with the
partnership management fee cannot exceed ten percent of cash available for
distribution, as defined. No incentive distributions were made in 1998 or 1997;
however, the General Partner received a partnership management fee of
approximately $72,000 in 1998 and 1997.

98,697 outstanding Notes at $1,423.34 per $1,000 principal amount (the "Purchase
Price"), net to the seller in cash. The Purchase Price represents 90% of the
principal, current accrued interest and deferred interest at February 15, 1999,
which equates to a total Purchase Price of approximately $44,672,000. The
offer, which is scheduled to expire on April 6, 1999, unless extended, is
subject to, among other things, the Partnership obtaining at least $39,000,000
in financing with which to purchase the Notes.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

See Exhibit Index contained herein.

(b) Reports on Form 8-K filed during the fourth quarter of 1998:

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

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 XX

By: Fox Partners III
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

EXHIBIT INDEX

Exhibit

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

2.1 Agreement and Plan of Merger, dated as of October 1, 1998, by and
between AIMCO and IPT; incorporated by reference to 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 Partnership dated February 22, 1984, and
November 8, 1984, and thereafter supplemented contained in the
Partnership Registration Statement on Form S-11 (Reg. No. 2-88615).

27. Financial Data Schedule.

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XX 1998 Year-end 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000736909
<NAME> CENTURY PROPERTIES FUND XX
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 9,197
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 50,408
<DEPRECIATION> 19,652
<TOTAL-ASSETS> 41,549
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (8,363)
<TOTAL-LIABILITY-AND-EQUITY> 41,549
<SALES> 0
<TOTAL-REVENUES> 8,482
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,511
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (184)
<EPS-PRIMARY> (2.91)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>

</TABLE>