CENTURY PROPERTIES GROWTH FUND XXII
10-Q, 1995-11-13
REAL ESTATE
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                       

                                   FORM 10-Q

(Mark One)

   X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended  September 30, 1995
                                       
                                      OR
                                   
         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
         SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ___________to ___________
                                       
                       Commission file number   0-13418
                                   
                      Century Properties Growth Fund XXII
            (Exact name of Registrant as specified in its charter)

          California                                            94-2939418  
        (State or other jurisdiction of                     (I.R.S. Employer
         incorporation or organization)                     Identification No.)


         5665 Northside Drive N.W., Ste. 370, Atlanta, Georgia  30328
         (Address of principal executive office)               (Zip Code)

       Registrant's telephone number, including area code (770) 916-9090
                                       
                                      N/A
  Former name, former address and fiscal year, if changed since last report.

Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 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_____

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 12, 13, or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.   Yes _____   No _____

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares

outstanding of each of the issuer's classes of common stock, as of the
latest practicable date __________________.


                                    1 of 14


     CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995

                        PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements.

Consolidated Balance Sheets
                                                  September 30,   December 31,
                                                      1995            1994
Assets

Cash and cash equivalents                        $   4,525,000   $     475,000
Restricted cash                                        500,000         500,000
Other assets                                         1,705,000         862,000

Real Estate:
   Real estate                                     128,336,000     139,861,000
   Accumulated depreciation                        (43,389,000)    (43,985,000)
                                                 -------------   -------------

Net real estate                                     84,947,000      95,876,000

Deferred financing costs, net                          424,000         734,000
                                                 -------------   -------------

   Total assets                                  $  92,101,000   $  98,447,000
                                                 =============   =============

Liabilities and Partners' Equity 
                                                      
Notes payable                                    $  73,060,000   $  80,889,000
Accrued expenses and other liabilities               2,212,000       1,361,000
                                                 -------------   -------------

   Total liabilities                                75,272,000      82,250,000
                                                 -------------   -------------

Partners' equity (deficit):

General partner                                     (7,098,000)     (7,173,000)
Limited partners (82,848 units outstanding at 
  September 30, 1995 and December 31, 1994)         23,927,000      23,370,000
                                                 -------------   -------------

   Total partners' equity                           16,829,000      16,197,000
                                                 -------------   -------------

   Total liabilities and partners' equity        $  92,101,000   $  98,447,000
                                                 =============   =============

                See notes to consolidated financial statements.
                                       
                                    2 of 14

                                       
                                       
     CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995


Consolidated Statements of Operations 

                                                  For the Nine Months Ended
                                                 September 30,   September 30,
                                                    1995             1994

Revenues:

   Rental                                        $  15,247,000   $  14,587,000
   Interest income                                      81,000          47,000
   Gain on sale of property                          1,787,000             -  
                                                 -------------   -------------

     Total revenues                                 17,115,000      14,634,000
                                                 -------------   -------------

Expenses:

   Operating                                         7,609,000       7,433,000
   Interest                                          5,677,000       5,609,000
   Depreciation                                      3,035,000       3,082,000
   General and administrative                          162,000         314,000
                                                 -------------   -------------

     Total expenses                                 16,483,000      16,438,000
                                                 -------------   -------------

Net income (loss)                                $     632,000   $  (1,804,000)
                                                 =============   =============

Net income (loss) per limited partnership unit   $        6.73   $      (19.21)
                                                 =============   =============


                See notes to consolidated financial statements.
                                       
                                    3 of 14

     CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995


Consolidated Statements of Operations 

                                                 For the Three Months Ended
                                                 September 30,   September 30,
                                                    1995            1994

Revenues:

   Rental                                        $   4,994,000   $   4,956,000
   Interest income                                      28,000          10,000
   Gain on sale of property                          1,787,000             -  
                                                 -------------   -------------

     Total revenues                                  6,809,000       4,966,000
                                                 -------------   -------------
Expenses:

   Operating                                         2,708,000       2,591,000
   Interest                                          1,862,000       1,897,000
   Depreciation                                        976,000       1,030,000
   General and administrative                           40,000             -  
                                                 -------------   -------------

     Total expenses                                  5,586,000       5,518,000
                                                 -------------   -------------

Net income (loss)                                $   1,223,000   $    (552,000)
                                                 =============   =============

Net income (loss) per limited partnership unit   $       13.02   $       (5.88)
                                                 =============   =============

                See notes to consolidated financial statements.
                                       
                                    4 of 14

                                       
                                       
     CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995


Consolidated Statements of Cash Flows 

                                                  For the Nine Months Ended
                                                 September 30,   September 30,
                                                    1995            1994
Operating Activities:


Net income (loss)                                $     632,000   $  (1,804,000)
Adjustments to reconcile net income (loss) to  
   net cash provided by operating activities:
   Depreciation and amortization                     3,141,000       3,349,000
   Deferred costs paid                                 (13,000)       (273,000)
   Gain on sale of property                         (1,787,000)            -  
Changes in operating assets and liabilities:
   Other assets                                       (843,000)     (1,432,000)
   Accrued expenses and other liabilities              851,000         622,000
                                                 -------------   -------------

Net cash provided by operating activities            1,981,000         462,000
                                                 -------------   -------------

Investing Activities:

Net proceeds on sale of property                     2,926,000             -  
Additions to rental properties                        (387,000)       (389,000)
Proceeds from cash investments                             -         1,187,000
Restricted cash (increase) decrease                        -           (20,000)
                                                 -------------   -------------

Net cash provided by investing activities            2,539,000         778,000
                                                 -------------   -------------

Financing Activities:       

Repayment of note on debt modification                     -          (805,000)
Notes payable principal payments                      (470,000)       (544,000)
                                                 -------------   -------------

Cash (used in) financing activities                   (470,000)     (1,349,000)
                                                 -------------   -------------

Increase (Decrease) in Cash and Cash Equivalents     4,050,000        (109,000)

Cash and Cash Equivalents at Beginning of Period       475,000         341,000
                                                 -------------   -------------

Cash and Cash Equivalents at End of Period       $   4,525,000   $     232,000
                                                 =============   =============


Supplemental Disclosure of Cash Flow Information:
   Interest paid in cash during the period       $   5,277,000   $   5,263,000
                                                 =============   =============


Sale of property and assumption of mortgage in 1995 - see Note 3.

                See notes to consolidated financial statements.
                                       
                                    5 of 14

                                       
                                       
     CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995
                                       
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                       
                                       
1.     General

       The accompanying consolidated financial statements, footnotes and
       discussions should be read in conjunction with the consolidated
       financial statements, related footnotes and discussions contained
       in the Partnership's Annual Report for the year ended December 31,
       1994. Certain accounts have been reclassified in order to conform
       to the current period.

       The financial information contained herein is unaudited.  In the
       opinion of management, all adjustments necessary for a fair
       presentation of such financial information have been included. All
       adjustments are of a normal recurring nature, except as described
       in Note 3.

       At September 30, 1995, the Partnership had approximately $4,391,000
       invested in overnight repurchase agreements earning approximately
       6% per annum.  The balance of cash is either in bank checking or
       money market accounts.

       The results of operations for the nine and three months ended
       September 30, 1995 and 1994 are not necessarily indicative of the
       results to be expected for the full year.

       On August 17, 1995, the stockholders of National Property
       Investors, Inc. ("NPI, Inc."), the sole shareholder of NPI Equity
       Investments II, Inc. ("NPI Equity"), the entity which controls Fox
       Capital Management Corporation ("MGP"), the managing general
       partner of the Partnership's general partner, entered into an
       agreement to sell to IFGP Corporation, an affiliate of Insignia
       Financial Group, Inc. ("Insignia"), all of the issued and
       outstanding stock of NPI, Inc.  The sale of the stock is subject to
       the satisfaction of certain conditions and is scheduled to close in
       January 1996.

2.     Transactions with Related Parties

       (a)  Affiliates of MGP received reimbursements of administrative
            expenses amounting to $108,000 and $134,000 during the nine
            months ended September 30, 1995 and 1994, respectively.  These
            reimbursements are primarily included in general and
            administrative expenses.

       (b)  An affiliate of NPI, Inc. is entitled to receive a management
            fee equal to 5% of annual gross receipts from certain
            properties it manages.  For the nine months ended September
            30, 1995 and 1994, NPI, Inc. received $770,000 and $563,000,

            respectively.  These fees are included in operating expenses.

       (c)  During the nine months ended September 30, 1995, an affiliate
            of NPI, Inc. was paid a $1,000 fee relating to a successful
            real estate tax appeal on the Partnership's Wood Creek
            Apartment complex.  This fee is included in operating
            expenses.

3.     Gain on Sale of Property

       On August 18, 1995, the Partnership's California property (Monterey
       Village Apartments) was sold to an unaffiliated third party for
       $10,413,000.  After assumption of the mortgage balance of
       $7,359,000, and closing costs the partnership received net proceeds
       of $2,926,000.  For financial reporting purposes the sale resulted
       in a gain of $1,787,000.


                                    6 of 14
                                       
                                       
     CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995
                                       

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations.


This item should be read in conjunction with the Consolidated Financial
Statements and other Items contained elsewhere in this Report.

Liquidity and Capital Resources

Registrant holds investments in and operates residential real estate
properties.  The properties are located in Arizona, Georgia, Texas, Kansas,
South Carolina, California, Illinois and Virginia.  Registrant receives
rental income from its properties and is responsible for operating
expenses, administrative expenses, capital improvements and debt service
payments.  As of November 1, 1995, two of the eleven properties originally
purchased by Registrant were sold or otherwise disposed.  On August 18,
1995, the Partnership's California property (Monterey Village Apartments)
was sold to an unaffiliated third party for $10,413,000.  After assumption
of the mortgage balance of $7,359,000, and closing costs the partnership
received net proceeds of $2,926,000.  For financial reporting purposes the
sale resulted in a gain of $1,787,000.  All of Registrant's remaining
properties, except its Cooper's Pointe Apartments property, generated
positive cash flow from operations during the nine months ended September
30, 1995.  Cooper's Pointe Apartments experienced negative cash flow due to
significant non recurring exterior repairs and maintenance expense during
this period. 

Registrant uses working capital reserves from any undistributed cash flow
from operations and refinancing proceeds as its primary source of
liquidity.  For the long term, cash from operations will remain

Registrant's primary source of liquidity.  There have been no distributions
since 1988. Although cash flow from operations has improved significantly,
it is not currently anticipated that Registrant will make any distributions
from operations in the near future.  The Managing General Partner is
currently evaluating Registrant's cash requirements in light of potential
refinancings or debt pay downs on existing mortgages, three of which come
due with substantial balloon payments in 1996.

Liquidity based upon cash and cash equivalents experienced a $4,050,000
increase at September 30, 1995, as compared to December 31, 1994. 
Registrant's $1,981,000 of cash from operating activities and $2,539,000 of
cash from investing activities were partially offset by $470,000 of cash
used in financing activities.  The cash from operations increased primarily
due to improved operations.  The decrease in receivables and other assets
and the increase in accrued expenses and other liabilities is primarily due
to the timing of real estate tax payments and the prepayment of insurance
premiums.  The increase in cash from investing activities included
$2,926,000 of net proceeds from the sale of Registrant's Monterey Village
Apartments which was partially offset by $387,000 of improvements to real
estate.  Registrant has no major capital improvements planned.  Cash used
in financing activities consisted of $470,000 of notes payable principal
payments.  All other increases (decreases) in certain assets and
liabilities are the result of the timing of receipt and payment of various
operating activities.

Working capital reserves are being invested in a money market account,
United States Treasury bills or in repurchase agreements secured by United
States Treasury obligations.  The Managing General Partner believes that,
if market conditions remain relatively stable, cash flow from operations,
when combined with working capital reserves, will be sufficient to fund
required capital improvements and debt service payments (excluding the
balloon payments) during the next twelve months and the foreseeable future.


                                    7 of 14
                                       
                                       
     CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995


Item 2.Management's Discussion and Analysis of
       Financial Condition and Results of Operations.


Liquidity and Capital Resources (Continued)

Registrant has received a seven month extension on the balloon payment of
$10,452,000 on Four Winds Apartment complex, which had been due in
September 1995.  Registrant will be required to further extend or refinance
the debt at that time.  If, however, the loan is not refinanced or
extended, or the property is not sold, Registrant could lose this property
through foreclosure.  In that case, Registrant would incur a loss, for
financial statement purposes, of approximately $400,000.  In addition,
Registrant has balloon payments of $10,564,000 on Autumn Run Apartments

complex due June 1996 and $12,982,000 on Plantation Creek Apartments
complex due July 1996.  Registrant will attempt to extend the due dates of
these loans or find replacement financing.  If, however, these loans are
not refinanced or extended, or the properties are not sold, Registrant
could lose these properties through foreclosure.  In that case, Registrant
would incur a loss of approximately $700,000 on Autumn Run Apartments and
$2,700,000 on Plantation Creek Apartments, for financial statement
purposes.

As required by the terms of the settlement of the actions brought against,
among others, DeForest Ventures I L.P. ("DeForest") relating to the tender
offer made by DeForest in October 1994 (the "First Tender Offer") for units
of limited partnership interest in Registrant and certain affiliated
partnerships, DeForest commenced a second tender offer (the "Second Tender
Offer") on June 2, 1995 for units of limited partnership interest in
Registrant.  Pursuant to the Second Tender Offer, DeForest acquired an
additional 2,391 units of Registrant which, when added to the units
acquired during the First Tender Offer, represents approximately 20.4% of
the total number of outstanding units of Registrant.  The Managing General
Partner believes that the tender will not have a significant impact on
future operations or liquidity of Registrant. Also in connection with the
settlement, an affiliate of the Managing General Partner has made available
to Registrant a credit line of up to $150,000 per property owned by
Registrant.  Based on present plans, management does not anticipate the
need to borrow in the near future.  Other than cash and cash equivalents,
the line of credit is Registrant's only unused source of liquidity.

On August 17, 1995, Insignia Financial Group, Inc. and certain of its
affiliates (collectively, "Insignia") entered into agreements pursuant to
which (i) the stockholders of NPI, Inc., the sole shareholder of NPI
Equity, agreed to sell to Insignia all of the issued and outstanding stock
of NPI, Inc., (ii) DeForest agreed to sell its units of Registrant to
Insignia and (iii) Insignia would acquire all of the interests in NPI-AP
Management, L.P., the property manager at Registrant's properties.  The
consummation of these transactions is subject to the satisfaction of
certain conditions (including, third party consents and other conditions
not within the control of the parties to the agreement) and is scheduled to
close in January 1996.  Upon closing, it is expected that Insignia will
elect new officers and directors of NPI Equity.

Insignia is a fully integrated real estate service company specializing in
the ownership and operation of securitized real estate assets.  According
to Commercial Property News and the National Multi-Housing Council, since
1992 Insignia has been the largest property manager in the United States. 
The Managing General Partner does not believe these transactions will have
a significant effect on Registrant's liquidity or results of operation.


                                8 of 14


     CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995



Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations


Liquidity and Capital Resources (Continued)

At this time, it appears that the investment objective of capital growth
will not be attained and that investors will not receive a return of all of
their invested capital.  The extent to which invested capital is returned
to investors is dependent upon the performance of Registrant's properties
and the markets in which such properties are located and on the sales price
of the remaining properties.  In this regard, all of the remaining
properties have been held longer than originally expected.  The ability to
hold and operate these properties is dependent on Registrant's ability to
obtain refinancing or debt modification as required. 

Real Estate Market

The national real estate market has suffered from the effects of the real
estate recession including, but not limited to a downward trend in market
values of existing residential properties.  In addition, the bail out of
the savings and loan associations and sales of foreclosed properties by
auction reduced market values and caused a further restriction on the
ability to obtain credit.  As a result, Registrant's ability to refinance
or sell its existing properties may be restricted.  These factors caused a
decline in market property values and serve to reduce market rental rates
and/or sales prices.  Compounding these difficulties are relatively low
interest rates, which encourage existing and potential tenants to purchase
homes.  In addition, there has been a significant decline nationally in new
household formation.  Despite the above, the rental market appears to be
experiencing a gradual strengthening and management anticipates that
increases in revenue will generally exceed increases in expenses during the
next twelve months.  Furthermore, management believes that the emergence of
new institutional purchasers, including real estate investment trusts and
insurance companies, should create a more favorable market value for
Registrant's properties in the future.

Nine Months Ended September 30, 1995 vs. September 30, 1994

Operating results improved by $2,436,000 for the nine months ended
September 30, 1995, as compared to 1994, due to an increase in revenues of
$2,481,000 which was partially offset by an increase in expenses of
$45,000.  Operating results improved primarily due to the $1,787,000 gain
on sale of Registrant's Monterey Village Apartment complex.  With respect
to the remaining properties, operating results improved by $454,000 for the
nine months ended September 30, 1995, as compared to 1994, due to an
increase in revenues of $783,000, which was partially offset by an increase
in expenses of $329,000.

With respect to the remaining properties, rental revenues increased due to
increases in rental rates at all of Registrant's properties and improved
(or stable) occupancy at all of Registrant's properties, except for Autumn
Run and Plantation Creek Apartments.  In addition, interest income
increased by $34,000 due to an increase in average working capital

available for investment coupled with an increase in interest rates.

                                    9 of 14
                                       
                                       
     CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995


Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations


Nine Months Ended September 30, 1995 vs. September 30, 1994 (Continued)

With respect to the remaining properties, costs and expenses increased
during the nine months ended September 30, 1995, as compared to 1994, due
to increases in operating expenses of $217,000, interest expense of
$104,000 and depreciation of $8,000.  Operating expenses increased due to
increases in maintenance and rent-up expenses at Registrant's Cooper's
Pointe, Four Winds, Promontory Point, Wood Creek and Hampton Greens
Apartments, which were partially offset by decreases in maintenance and
rent-up expenses at Registrant's Autumn Run, Copper Mill, Monterey Village
and Stoney Creek Apartments.  Interest expense increased due to an increase
in the variable rate mortgage securing Registrant's Hampton Greens,
Promontory Point, Stoney Creek and Wood Creek Apartments properties. 
Depreciation expense remained relatively constant.  In addition, general
and administrative expenses declined by $152,000 due to the reduction in
asset management costs effective July 1, 1994.

Three Months Ended September 30, 1995 vs. September 30, 1994

Operating results improved by $1,775,000 for the three months ended
September 30, 1995, as compared to 1994, due to an increase in revenues of
$1,843,000, which was partially offset by an increase in expenses of
$68,000.  Operating results improved due to the $1,787,000 gain on sale of
Registrant's Monterey Village Apartment complex.  With respect to the
remaining properties, operating results improved by $102,000 for the three
months ended September 30, 1995, as compared to 1994, due to increases in
revenues of $226,000, which was partially offset by an increase in expenses
of $124,000. With respect to the remaining properties, rental revenues
increased by $226,000 due to increases in rental rates at all of
Registrant's properties and improved occupancy at a majority of
Registrant's properties.  Interest income increased by $18,000 primarily
due to an increase in interest rates.

With respect to the remaining properties, costs and expenses increased for
the three months ended September 30, 1995, as compared to 1994, due to
increases in operating expenses of $139,000 which were partially offset by
a decline in interest expense of $15,000.  Operating expenses increased due
to increases in maintenance and rent-up expenses at Registrant's Cooper's
Pointe, Four Winds, Promontory Point, Wood Creek, Plantation Creek and
Hampton Greens Apartments, which were partially offset by decreases in
maintenance and rent-up expenses at Registrant's Autumn Run, Copper Mill,
Monterey Village and Stoney Creek Apartments.  General and administrative

expenses increased due to a reclassification in the prior comparative
period.  Interest expense declined due to over accrual of interest on
adjustable mortgages in the prior comparative period.


                                   10 of 14
                                       
                                       
     CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995


Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations

Properties

A description of the properties in which Registrant has an ownership
interest during the period covered by this Report, along with occupancy
data, follows:

                      CENTURY PROPERTIES GROWTH FUND XXII
                                       
                               OCCUPANCY SUMMARY

                                                           Average
                                                       Occupancy Rate (%)     
                                                   --------------------------
                                                   Nine Months   Three Months
                                                      Ended           Ended
                             Number of  Date of   September 30,   September 30,
Name and Location             Units     Purchase   1995    1994   1995     1994
- -----------------             -----     --------   ----    ----   ----     ----
Wood Creek Apartments           432       05/84     97      97     96       97
Mesa, Arizona

Plantation Creek 
  Apartments                    484       06/84     95      97     95       97
Atlanta, Georgia

Stoney Creek Apartments         364       06/85     94      93     93       95
Dallas, Texas

Four Winds Apartments           350       09/85     97      94     96       94
Overland Park, Kansas

Promontory Point Apartments     252       10/85     98      96     98       96
Austin, Texas

Cooper's Pointe Apartments      192       11/85     94      94     97       94
Charleston, South Carolina

Hampton Greens Apartments       309       12/85     97      95     97       95
Dallas, Texas


Monterey Village Apartments (1) 224       04/86      -      92      -       96
Rancho Cucamonga, California

Autumn Run Apartments           320       06/86     95      97     94       98
Naperville, Illinois
 
Copper Mill Apartments          192       09/86     97      97     96       99
Richmond, Virginia


(1)   On August 18, 1995, Registrant sold its Monterey Village Apartment
      complex.


                                   11 of 14
                                       
                                       
     CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995
                                       
                          PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

        (a)Exhibits

            2. NPI, Inc. Stock Purchase Agreement dated as of August 17,
               1995 incorporated by reference to Exhibit 2 to
               Registrant's Current Report on Form 8-K filed with the
               Securities and Exchange Commission on August 24, 1995.

        (b)    Report on Form 8-K

            (i) On August 24, 1995, Registrant filed a Current Report on Form
                8-K with the Securities and Exchange Commission with respect
                to the sale of the stock of NPI, Inc. (Item 1, Change in
                Control).

           (ii) On September 8, 1995, Registrant filed a Current Report on 
                Form 8-K with the Securities and Exchange Commission with 
                respect to the sale of Monterey Village Apartments (Item 2, 
                Acquisition or Disposition of Assets).

                On October 2, 1995, Registrant filed a Form 8-K/A which
                amended in part this filing.  (Item 2, Acquisition or
                Disposition of Assets).


                                   12 of 14


     CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995

                                   
                                   SIGNATURE
                                   

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 thereunto duly authorized.


                             CENTURY PROPERTIES GROWTH FUND XXII

                               By: FOX PARTNERS IV
                                   Its General Partner

                               By: FOX CAPITAL MANAGEMENT CORPORATION
                                   A General Partner

                               
                               /S/ ARTHUR N. QUELER                       
 
                               Secretary/Treasurer and Director
                               (Principal Financial Officer)

                                   13 of 14


     CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995


                                 EXHIBIT INDEX


Exhibit                                                     Page No.

2.   NPI, Inc. Stock Purchase Agreement                       *
     dated August 17, 1995

* Incorporated by reference to Exhibit 2 to Registrant's Current Report on
  Form 8-K filed with the Securities and Exchange Commission on August 24,
  1995.

                                   14 of 14


<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from
Century Properties Growth Fund XXII and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER>   1
       
<S>                                <C>
<PERIOD-TYPE>                            9-MOS
<FISCAL-YEAR-END>                  DEC-31-1995
<PERIOD-START>                     JAN-01-1995
<PERIOD-END>                       SEP-30-1995
<CASH>                               5,025,000<F1>
<SECURITIES>                                 0
<RECEIVABLES>                                0
<ALLOWANCES>                                 0
<INVENTORY>                                  0
<CURRENT-ASSETS>                             0
<PP&E>                             128,336,000
<DEPRECIATION>                    (43,389,000)
<TOTAL-ASSETS>                      92,101,000
<CURRENT-LIABILITIES>                        0
<BONDS>                             73,060,000
<COMMON>                                     0
                        0
                                  0
<OTHER-SE>                          16,829,000
<TOTAL-LIABILITY-AND-EQUITY>        92,101,000
<SALES>                                      0
<TOTAL-REVENUES>                    17,034,000<F2>
<CGS>                                        0
<TOTAL-COSTS>                       10,644,000
<OTHER-EXPENSES>                             0
<LOSS-PROVISION>                             0
<INTEREST-EXPENSE>                   5,677,000
<INCOME-PRETAX>                        632,000
<INCOME-TAX>                                 0
<INCOME-CONTINUING>                    632,000
<DISCONTINUED>                               0
<EXTRAORDINARY>                              0
<CHANGES>                                    0
<NET-INCOME>                           632,000
<EPS-PRIMARY>                             6.73
<EPS-DILUTED>                             6.73
<FN>
<F1> Includes restricted cash of $500,000.
<F2> Total revenues includes gain on sale of property of $1,787,000.
</FN>
        

</TABLE>


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