SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest April 22, 1994
event reported)
CENTURY PROPERTIES GROWTH FUND XXII
(Exact Name of Registrant as Specified in Its Charter)
California
(State or Other Jurisdiction of Incorporation)
0-13418 94-2939418
(Commission File Number) (I.R.S.Employer
Identification No.)
5665 Northside Drive, N.W., Atlanta, Georgia 30328
(Address of Principal Executive Offices)(Zip Code)
(404) 916-9090
(Registrant's Telephone Number, Including Area Code)
950 Tower Lane
Foster City, California 94404
(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes In Registrant's Certifying Accountant.
Effective April 22, 1994, Registrant dismissed its prior
Independent Auditors, Deloitte & Touche ("Deloitte") and retained
as its new Independent Auditors, Imowitz Koenig & Company.
Deloitte's Independent Auditors' Report on Registrant's financial
statements for calendar years ended December 31, 1993 and 1992
did not contain an adverse opinion or a disclaimer of opinion and
were not qualified as to audit scope or accounting principles.
However, Deloitte's Independent Auditors' Report for the calendar year
December 31, 1993 was modified due to the uncertainty regarding
Registrant's ability to continue as a going concern since
Registrant has substantial balloon payments due on Notes in 1994
and 1995; the financial statements did not include any
adjustments that might result from the outcome of this uncertainty.
The decision to change Independent Auditors was approved by the
Managing General Partner's Directors. During calendar years
1992, 1993 and through April 22, 1994, there were no disagreements
between Registrant and Deloitte 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 Deloitte, would have caused it to make
reference to the subject matter of the disagreements in
connection with its reports.
Effective April 22, 1994, Registrant engaged Imowitz Koenig &
Company as its Independent Auditors. During the last two
calendar years and the subsequent interim periods to the date hereof,
Registrant did not consult Imowitz Koenig & Company regarding any
of the matters or events set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-K.
Item 7. Financial Statement and Exhibits.
(c) Exhibits:
10. (a) Letter dated April 27, 1994 from Registrant's Former
Independent Auditors.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CENTURY PROPERTIES GROWTH
FUND XXII
By: FOX PARTNERS IV, its General Partner
By: FOX CAPITAL MANAGEMENT
CORPORATION, its General Partner
Date: April 27, 1994 By: /s/ Michael L. Ashner
Michael L. Ashner, President
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Exhibit 10.(a)
Deloitte & Touche
50 Fremont Street
San Francisco, CA 94105-2230
April 27, 1994
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of
Century Properties Growth Fund XXII dated April 27, 1994.
Your truly,
/s/ Deloitte & Touche
DELOITTE & TOUCHE
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