CENTURY PENSION INCOME FUND XXIII, 10-K, 1999-03-31

CENTURY PENSION INCOME FUND XXIII
10-K, 1999-03-31
REAL ESTATE

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FORM 10-K.-ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO 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 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from to

Commission file number 0-14528

CENTURY PENSION INCOME FUND XXIII
(Exact name of registrant as specified in its charter)

California 94-2963120
(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)

(864) 239-1000
Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:

Individual Investor Units and Pension Investor Notes
(Title of class)

Indicate by check mark whether the 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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [X]

State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days prior to the date of
filing. No market for the Individual Investor Units and Pension Investor Notes
exists, and, therefore, a market value for such Units or Notes cannot be
determined.
DOCUMENTS INCORPORATED BY REFERENCE
NONE.
PART I

ITEM 1. DESCRIPTION OF BUSINESS

Century Pension Income Fund XXIII (the "Registrant" or the "Partnership") was
organized in June 1984, as a California limited partnership under the Uniform
Limited Partnership Act of the California Corporations Code. Fox Partners V, a
California general partnership, is the general partner of the Partnership. Fox
Capital Management Corporation (the "Managing General Partner" or "FCMC"), a
California corporation, and Fox Realty Investors ("FRI"), a California general
partnership, are the general partners of Fox Partners V. The managing general
partner of FRI is NPI Equity Investments II, Inc. ("NPI Equity II"). 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, 2020 unless terminated prior to such date.

Beginning in July 1985 through December 1986, the Partnership offered
$50,000,000 in Individual Investor Units and $65,000,000 in Pension Investor
Notes ("Nonrecourse Promissory Notes" or "Promissory Notes"). The Partnership
sold Individual Investor Units and Pension Investor Notes of $47,894,500 and
$41,939,000, respectively. The net proceeds of this offering were originally
used to acquire interests in five business parks and two shopping centers and to
fund eight mortgage loans. The principal business of the Partnership is and has
been to hold for investment and ultimately sell income-producing properties, and
to service and ultimately collect or dispose of mortgage loans on income-
producing properties. The Partnership presently owns seven investment
properties. These properties include one residential apartment complex, two
shopping centers, three business parks, and one industrial building. The
Partnership also owns joint venture interests in four other commercial
properties. One joint venture with an affiliated partnership, in which the
Partnership has a 66 2/3 percent interest, owns a shopping center. Another

joint venture with an affiliated partnership, in which the Partnership has a 68
percent interest, owns three business parks. In addition, the Partnership still
holds one mortgage loan receivable. See "Item 2. Description of Properties" for
a description of the Partnership's properties.

The Partnership has no employees. The Managing General Partner is vested with
full authority as to the general management and supervision of the business and
affairs of the Partnership. Limited partners have no right to participate in
the management or conduct of such business and affairs. An affiliate of the
Managing General Partner provides day-to-day management services for the
Partnership's residential investment property. Until September 30, 1998,
property management services for Coral Palm Plaza were performed by an affiliate
of the Managing General Partner. Since October 1, 1998 these property
management services have been provided by an unrelated third party. With respect
to the Partnership's other commercial properties, property management services
are performed by an unaffiliated third party management company. See "Item 8.
Financial Statements and Supplementary Data - Note D" for additional
information.

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

The real estate business in which the Partnership is engaged is highly
competitive. There are other residential and commercial 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 apartment and commercial space at the Partnership's
properties and the rents that may be charged for such apartments and commercial
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.

Transfer of Control

On December 6, 1993, the shareholders of the Managing General Partner entered
into a Voting Trust Agreement with NPI Equity II pursuant to which NPI Equity II
was granted the right to vote 100% of the outstanding stock of the Managing
General Partner. In addition, NPI Equity II became the managing partner of FRI.

As a result, NPI Equity II indirectly became responsible for the operation and
management of the business and affairs of the Registrant and the other
investment partnerships originally sponsored by the Managing General Partner
and/or FRI. The individuals who had served previously as partners of FRI and as
officers and directors of the Managing General Partner contributed their general
partnership interests in FRI to a newly formed limited partnership, Portfolio
Realty Associates, L.P. ("PRA"), in exchange for limited partnership interests
in PRA. The shareholders of the Managing General Partner and the prior partners
of FRI, in their capacity as limited partners of PRA, continue to hold,
indirectly, certain economic interests in the Registrant and such other
investment limited partnerships, but have ceased to be responsible for the
operation and management of the Registrant and such other partnerships.

On January 19, 1996, IFGP Corporation, an affiliate of Insignia Financial Group,
Inc. ("Insignia"), acquired all of the issued and outstanding shares of capital
stock of National Property Investors, Inc. ("NPI"). At the time, NPI was the
sole shareholder of NPI Equity II. In addition, in June 1996, an affiliate of
Insignia purchased all of the issued and outstanding shares of capital stock of
the Managing General Partner.

Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia and Insignia Properties Trust ("IPT") merged into
AIMCO, a publicly traded real estate investment trust, with AIMCO being the
surviving corporation (the "Insignia Merger"). As a result, AIMCO ultimately
acquired a 100% ownership interest in 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.
SEGMENTS

Segment data for the years ended December 31, 1998, 1997 and 1996 is included in
"Item 8. Financial Statements and Supplementary Data - Note O" and is an
integral part of the Form 10-K.

ITEM 2. DESCRIPTION OF PROPERTIES

The following table sets forth the Partnership's investments in properties:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership (4) Use
<S> <C> <C> <C>
Commerce Plaza 3/86 Fee ownership Business Park
Tampa, Florida 83,000 sq. ft.

Regency Centre 5/86 Fee ownership Shopping Center
Lexington, Kentucky 124,000 sq. ft.

Highland Park Commerce 9/86 Fee ownership Business Park
Center III 66,000 sq. ft.
Charlotte, North Carolina

Interrich Plaza 4/88 Fee ownership Business Park
Richardson, Texas 53,000 sq. ft.

Centre Stage Shopping Center 1/90 Fee ownership Shopping Center
Norcross, Georgia 96,000 sq. ft.

The Enclaves 4/91 Fee ownership subject Apartment
Atlanta, Georgia to a first mortgage 268 units

Medtronics (1) 4/95 Fee ownership Industrial Building
Irvine, California 35,000 sq. ft.

CORAL PALM PLAZA JOINT VENTURE

Coral Palm Plaza (2) 1/87 Joint venture interest Shopping Center
Coral Springs, Florida 135,000 sq. ft.

MINNEAPOLIS BUSINESS PARKS

JOINT VENTURE

Alpha Business Center (3) 5/87 Joint venture interest Business Park
Bloomington, Minnesota 172,000 sq. ft.

Plymouth Service Center (3) 5/87 Joint venture interest Business Park
Plymouth, Minnesota 74,000 sq. ft.

Westpoint Business Center (3) 5/87 Joint venture interest Business Park
Plymouth, Minnesota 161,000 sq. ft.
</TABLE>

(1) Property was acquired through deed in lieu of foreclosure of a mortgage
loan receivable on April 20, 1995.
(2) Coral Palm Plaza is owned by a joint venture between the Partnership, which
has a 66 2/3 percent interest, and an affiliated partnership.
(3) Alpha Business Center, Plymouth Service Center and Westpoint Business
Center are owned by a joint venture between the Partnership, which has a 68
percent interest, and an affiliated partnership.
(4) The Non-Recourse Promissory Notes are secured by a deed of trust on all
properties owned in fee by the Partnership and by a security interest in
the joint venture interests held by the Partnership.

The Partnership also holds a mortgage loan on real property. See "Item 8.
Financial Statements and Supplementary Data - Note E" for information regarding
this loan.

SCHEDULE OF PROPERTIES:

Set forth below for each of the Partnership'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)
Commerce Plaza $ 6,541 $ 2,039 5-39 S/L $ 3,516
Regency Centre 14,338 4,783 5-39 S/L 7,377
Highland Park III 5,940 2,319 5-39 S/L 3,003
Interrich Plaza 2,922 802 5-39 S/L 2,225
Centre Stage 8,355 2,198 5-39 S/L 6,424
The Enclaves 10,789 2,315 5-39 S/L 8,432
Medtronics 1,767 158 5-39 S/L 1,605

CORAL PALM JOINT VENTURE:

Coral Palm Plaza 7,638 3,814 5-39 S/L 13,190

MINNEAPOLIS BUSINESS PARKS
JOINT VENTURE:

Alpha Business Center 10,667 3,025 5-39 S/L 8,760
Plymouth Service Center 2,818 871 5-39 S/L 2,277
Westpoint Business Center 7,527 2,466 5-39 S/L 5,683

Total $79,302 $24,790 $62,492

See "Item 8. Financial Statements and Supplementary Data - Note B" for a further
description of the Partnership's depreciation policy.

All of the Partnership's properties are pledged as collateral for the Non-
Recourse Promissory Notes. See "Item 8. Financial Statements and Supplementary
Data - Notes A and I" for information about the payments of the Non-Recourse
Promissory Notes. In addition, The Enclaves is pledged as collateral for
additional financing. The Enclaves note had a principal balance of
approximately $6,856,000 at December 31, 1998, bears interest at 12.0625 percent
and requires a balloon payment of $6,856,000 in April 2001, exclusive of
deferred interest. The Partnership makes monthly interest only payments of
approximately $66,000 on the debt.

The mortgage note payable is non-recourse and is secured by pledge of the
property and by a pledge of revenues from the rental property. The Enclaves
note includes prepayment penalties if repaid prior to maturity. Further, the
property may not be sold subject to existing indebtedness.

RENTAL RATES AND OCCUPANCY:

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

Average Annual Average
Rental Rates Occupancy
Property 1998 1997 1998 1997

Commerce Plaza $ 8.28/sq. ft. $ 8.16/sq. ft. 100% 100%
Regency Centre 10.91/sq. ft. 10.14/sq. ft. 94% 95%
Highland Park III 8.65/sq. ft. 8.42/sq. ft. 90% 91%
Interrich Plaza 5.52/sq. ft. 4.96/sq. ft. 97% 73%
Centre Stage 9.40/sq. ft. 9.05/sq. ft. 97% 99%
Medtronics 8.28/sq. ft. 8.16/sq. ft. 100% 100%
The Enclaves 9,377/unit 9,208/unit 94% 92%

CORAL PALM PLAZA JOINT VENTURE:
Coral Palm Plaza $ 9.50/sq. ft. $ 8.58/sq. ft. 67% 71%

MINNEAPOLIS BUSINESS PARKS
JOINT VENTURE:
Alpha Business Center $ 8.17/sq. ft. $ 8.09/sq. ft. 92% 90%
Plymouth Service Center 6.28/sq. ft. 6.21/sq. ft. 100% 99%
Westpoint Business Center 6.44/sq. ft. 6.19/sq. ft. 93% 95%

The Managing General Partner attributes the increase in occupancy at Interrich
Plaza to the addition of a major tenant during the fourth quarter of 1997

combined with 100% occupancy from that period through July of 1998. The overall
occupancy rate has remained high due to demand for warehouse space in the
Dallas/Fort Worth area. Occupancy at Coral Palm Plaza decreased as a result of
three tenants vacating the property in 1998 and two tenants vacating the
property during the fourth quarter of 1997. The Managing General Partner is
currently attempting to lease the vacant space.

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
properties in the area. The Managing General Partner believes that all of the
properties are adequately insured. The multi-family residential property's
lease terms are for one year or less. No residential tenant leases 10% or more
of the available rental space. All of the properties are in good physical
condition, subject to normal depreciation and deterioration as is typical for
assets of this type and age. See the following disclosures regarding lease
expirations and tenants that occupy 10% or more of the commercial space.
SCHEDULE OF LEASE EXPIRATIONS FOR 1999-2008:

% of Gross
Number of Square Annual Annual
Expirations Feet Rent Rent

Commerce Plaza
1999 1 6,889 $ 60,279 10.2%
2000 2 65,833 529,880 89.8%
2001-2008 0 -- -- --

Regency Centre
1999 3 8,120 104,573 8.5%
2000 7 14,132 186,454 15.1%
2001 5 10,824 147,555 12.0%
2002 7 14,414 176,978 14.3%
2003 4 33,661 351,389 28.5%
2004 2 34,254 267,375 21.6%
2005-2008 0 -- -- --

Highland Park III
1999 3 15,277 132,985 27.4%
2000 5 11,754 107,604 22.2%
2001 4 13,111 103,769 21.4%
2002 3 14,258 140,267 29.0%
2003-2008 0 -- -- --

Interrich Plaza
1999 1 4,730 27,576 9.3%
2000 1 3,500 18,608 6.3%
2001 1 3,300 23,100 7.9%

2002 0 -- -- --
2003 1 36,209 212,474 72.0%
2004 1 1,900 13,296 4.5%
2005-2008 0 -- -- --

Centre Stage
1999 0 -- -- --
2000 5 7,823 103,794 12.3%
2001 0 -- -- --
2002 5 10,616 145,821 17.3%
2003 2 4,699 63,036 7.5%
2004-2005 0 -- -- --
2006 2 5,450 79,543 9.4%
2007-2008 0 -- -- --

Medtronics
1999 0 -- -- --
2000 1 35,000 294,252 100.0%
2001-2008 0 -- -- --

% of Gross
Number of Square Annual Annual
Expirations Feet Rent Rent
CORAL PALM PLAZA JOINT VENTURE:

Coral Palm Plaza
1999 0 -- $ -- --%
2000 7 9,150 112,578 13.8%
2001 3 5,200 70,980 8.7%
2002 3 3,350 41,679 5.1%
2003 3 13,572 127,903 15.6%
2004 2 10,914 113,990 13.9%
2005 1 20,000 160,435 19.6%
2006 0 -- -- --
2007 2 17,600 191,000 23.3%
2008 0 -- -- --

MINNEAPOLIS BUSINESS PARKS JOINT
VENTURE:
Alpha Business Center
1999 9 32,137 206,147 18.7%
2000 11 32,740 268,376 24.3%
2001 7 57,778 381,009 34.5%
2002 5 23,900 209,496 19.0%
2003 1 3,645 38,340 3.5%
2004-2008 0 -- -- --

Plymouth Service Center
1999 1 14,332 103,078 45.3%
2000 0 -- -- --

2001 2 18,708 80,667 35.4%
2002 0 -- -- --
2003 1 35,768 43,835 19.3%
2004-2008 0 -- -- --

Westpoint Business Center
1999 9 62,563 383,499 46.4%
2000 7 17,218 127,643 15.5%
2001 4 23,670 210,208 25.4%
2002 2 2,701 15,926 1.9%
2003 -- -- -- --
2004 1 24,890 89,071 10.8%
2005-2008 0 -- -- --
The following schedule reflects information on tenants occupying 10% or more of
the leasable square feet for each property at December 31, 1998:

Annual
Square Expiration Rent Per
Footage of Lease Square Foot
Commerce Plaza
Bank 64,186 01/31/00 $ 8.00

Regency Center
Craft Store 18,121 02/28/03 7.84
Fashion Discount 32,154 11/30/04 7.49

Highland Park III
Bank 13,154 03/31/99 8.75
Marketing 6,788 04/30/01 7.00
Construction 7,027 04/05/02 8.25

Interrich Plaza
Electronic Manufacturer 36,209 12/31/03 5.87

Centre Stage
Grocer 58,890 03/31/11 7.64

Medtronics
Medical Products 35,000 06/30/00 8.41

CORAL PALM PLAZA JOINT VENTURE:

Coral Palm Plaza
Craft Store 20,000 02/28/05 8.02

MINNEAPOLIS BUSINESS PARKS JOINT
VENTURE
Alpha Business Center
HVAC Supplies 22,020 09/30/01 2.12

Plymouth Service Center
Sales - Tool Parts 14,332 05/31/99 7.19
Eye Doctor 13,966 09/30/01 3.38
Building Supplies 35,768 12/31/03 1.23

Westpoint Business Center
Tile 18,775 07/31/99 7.88
Parts Manufacturer 18,637 08/31/99 3.56
Parts Manufacturer 24,890 01/31/04 3.58
REAL ESTATE TAXES AND RATES:

Real estate taxes and rates in 1998 for each property were:

1998 1998
Property Billing Rate
(in thousands)
Commerce Plaza $ 93* 2.70%
Regency Centre 87 .98%
Highland Park III 48 1.16%
Interrich Plaza 41 2.50%
Centre Stage 94 1.38%
The Enclaves 164 3.95%
Medtronics 19 1.05%

CORAL PALM PLAZA JOINT VENTURE
Coral Palm Plaza 203 2.59%

MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
Alpha Business Center 296 5.30%
Plymouth Service Center 130 5.29%
Westpoint Business Center 319 5.36%

*Represents an estimate for 1998. Actual billings have not been received as of
the date of this filing.

CAPITAL IMPROVEMENTS:

Commerce Plaza
During 1998, the Partnership completed approximately $9,000 of capital
improvements at Commerce Plaza consisting of appliance replacement. These
improvements were funded from operating cash flow. Based on a report received

from an independent third party consultant analyzing necessary exterior
improvements and estimates made by the Managing General Partner on interior
improvements, it is estimated that the property requires approximately $87,000
of capital improvements over the near term. Capital improvements budgeted for
1999 include, but are not limited to, tenant improvements which are expected to
cost approximately $41,000.

Regency Centre

During 1998, the Partnership completed $10,000 of tenant improvements at Regency
Centre which were funded from operating cash flow. Based on a report received
from an independent third party consultant analyzing necessary exterior
improvements and estimates made by the Managing General Partner on interior
improvements, it is estimated that the property requires approximately $127,000
of capital improvements over the near term. Capital improvements budgeted for
1999 include, but are not limited to, tenant improvements, which are expected to
cost approximately $48,000.

Highland Park III

During 1998, the Partnership completed approximately $75,000 of tenant
improvements at Highland Park III which were funded from operating cash flow.
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Managing General
Partner on interior improvements, it is estimated that the property requires
approximately $243,000 of capital improvements over the near term. Capital
improvements budgeted for 1999 include, but are not limited to, tenant
improvements, which are expected to cost approximately $110,000.
Interrich Plaza

During 1998, the Partnership did not complete any capital or tenant improvements
at Interrich Plaza. 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. Budgeted capital improvements for 1999 include, but are not limited to,
tenant improvements which are expected to cost approximately $16,000.

Centre Stage

During 1998, the Partnership completed approximately $18,000 of tenant
improvements at Centre Stage which were funded from operating cash flow. Based
on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Managing General
Partner on interior improvements, it is estimated that the property requires
approximately $131,000 of capital improvements over the near term. Budgeted
capital improvements for 1999 include, but are not limited to, tenant
improvements, which are expected to cost approximately $17,000.

The Enclaves

During 1998, the Partnership completed approximately $181,000 of capital
improvements at The Enclaves consisting of building improvements and carpet and
appliance replacement. These improvements were funded from operating cash flow.
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Managing General
Partner on interior improvements, it is estimated that the property requires
approximately $1,020,000 of capital improvements over the near term. Capital
improvements budgeted for 1999 include, but are not limited, landscaping, carpet
replacement and roof repairs, which are expected to cost approximately $477,000.

Medtronics

During 1998, the Partnership did not complete any capital or tenant improvements
at Medtronics. 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 $23,000 of capital improvements over the near
term. Capital improvements budgeted for 1999 include, but are not limited to,
tenant improvements which are expected to cost approximately $426,000.

Coral Palm Plaza

During 1998, the Partnership completed approximately $126,000 of capital
improvements at Coral Palm Plaza consisting of tenant improvements and parking
area repairs. These improvements were funded from operating cash flow. Capital
improvements budgeted for 1999 include, but are not limited to, tenant
improvements, which are expected to cost approximately $80,000.

Alpha Business Center

During 1998, the Partnership completed approximately $127,000 of capital
improvements at Alpha Business Center consisting of building and tenant
improvements. These improvements were funded from operating cash flow. Capital
improvements budgeted for 1999 include, but are not limited to, tenant
improvements and signage replacement, which are expected to cost approximately
$195,000.

Plymouth Service Center

During 1998, the Partnership completed approximately $77,000 of capital
improvements at Plymouth Service Center consisting of building improvements,
which were funded from operating cash flow. There are no capital improvements
currently budgeted for 1999 for this property.

Westpoint Business Center

During 1998, the Partnership completed approximately $101,000 of capital
improvements at West Point Business Center consisting of building and tenant
improvements, which were funded from operating cash flow. Capital improvements
budgeted for 1999 include, but are not limited to, building and tenant
improvements, which are expected to cost approximately $194,000.

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

ITEM 3. LEGAL PROCEEDINGS

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 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.

On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled Everest Properties, LLC, et.
al. v. Insignia Financial Group, Inc., et. al. in the Superior Court of the
State of California, County of Los Angeles. The action involves 44 real estate
limited partnerships (including the Partnership) in which the plaintiffs
allegedly own interests and which Insignia Affiliates allegedly manage or
control (the "Subject Partnerships"). This case was settled on March 3, 1999.
The Partnership is responsible for a portion of the settlement costs. The
expense will not have a material effect on the Partnership's net income.

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 THE PARTNERSHIP'S EQUITY AND RELATED PARTNER MATTERS

The Partnership, a publicly-held limited partnership, offered and sold 95,789
Individual Investor Units during its offering period through December 1986. As
of December 31, 1998, the number of holders of Individual Investor Units was
3,023. An affiliate of the Managing General Partner owned two units or .002%,
as of December 31, 1998. No public trading market has developed for Individual
Investor Units, and it is not anticipated 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 $43,000 were
paid to the General Partner during each of the years ended December 31, 1998,
1997 and 1996. Additionally, a cash distribution of approximately $21,000 was
paid to the general partner during February 1999.

ITEM 6. SELECTED FINANCIAL DATA

The following represents selected financial data for the Partnership, for the
years ended December 31, 1998, 1997, 1996, 1995, and 1994. The data should be
read in conjunction with the consolidated financial statements included
elsewhere herein. This data is not covered by the independent auditors' report.

Years Ended December 31,
1998 1997 1996 1995 1994
(in thousands, except per unit data)

Total revenues $ 11,532 $ 11,087 $ 12,275 $ 12,712 $11,473
Loss before minority interest
in joint ventures' operations $(2,579) $(5,536) $(3,258) $(6,651) $(9,762)
Minority interest in joint
ventures' operations (432) 415 (423) (507) 1,245
Extraordinary gain on foreclosure -- 5,337 -- -- --

Net (loss) income $(3,011) $ 216 $(3,681) $(7,158) $(8,517)

Net loss per individual
investor unit (1) $(30.81) $ (7.82) $(37.66) $(73.23) $(87.14)

Total assets $70,369 $69,727 $78,893 $78,154 $83,300

Long-term obligations:
Nonrecourse promissory notes:
Principal $41,939 $41,939 $41,939 $41,939 $41,939
Deferred interest payable 37,342 34,576 31,810 29,044 26,278

Notes payable 6,856 6,856 16,956 16,956 16,947

Total $86,137 $83,371 $90,705 $87,939 $85,164

(1) $500 original contribution per unit, based on units outstanding during the
year after giving effect to the allocation of net loss to the general
partner.

ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The matters discussed in this Form 10-K 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-K and the other filings with the Securities and
Exchange Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations, including forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operation. Accordingly,
actual results could differ materially from those projected in the forward-
looking statements as a result of a number of factors, including those
identified herein.

This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.

Results of Operations

1998 Compared to 1997

The Partnership's net loss for the year ended December 31, 1998 was
approximately $3,011,000 compared to net income of approximately $216,000 for
the year ended December 31, 1997. The decrease in net income is primarily
attributable to the extraordinary gain of approximately $5,337,000 on the
foreclosure of Sunnymead Towne Shopping Center ("Sunnymead") during the year
ended December 31, 1997. The Partnership's loss before extraordinary gain was
approximately $5,121,000 in 1997. The decrease in loss before the extraordinary
gain was primarily due to the provision for impairment of value of $2,067,000 at
Coral Palm Plaza in 1997 and partly due to the loss of Sunnymead operating
results due to the foreclosure. The rental income for the comparable periods
increased and total expenses decreased. Rental income increased due to an
increase in rental rates at all of the properties. The increase in rental rates
more than offset the decrease in occupancy rates at five of the properties.

Expenses decreased due to a decrease in operating and interest expense. The
decrease in operating is primarily attributable to exterior painting projects at
Coral Palm Plaza, Alpha Business Center, Plymouth Service Center and West Point
Business Center in 1997, with no similar projects in 1998, higher snow removal
costs at Alpha Business Center, Plymouth Service Center and West Point Business
Center in 1997, as well as the absence of Sunnymead operating expense in 1998.
The decrease in interest expense is primarily attributable to the absence of
interest related to the Sunnymead mortgage.

General and administrative and depreciation expense remained relatively constant
for the comparable periods. Included in general and administrative expenses at

both December 31, 1998 and 1997 are management reimbursements to the Managing
General Partner allowed under the Partnership Agreement. In addition, costs
associated with the quarterly and annual communications with investors and
regulatory agencies and the annual audit required by the Partnership Agreement
are also included.

1997 Compared to 1996

The Partnership's net income for the year ended December 31, 1997 was
approximately $216,000 compared to a net loss of approximately $3,681,000 for
the year ended December 31, 1996. The increase in net income for the year ended
December 31, 1997 was attributable to the gain on foreclosure of Sunnymead Towne
Shopping Center ("Sunnymead") during the first quarter of 1997. The Partnership
recognized an extraordinary gain on foreclosure of approximately $5,337,000 (see
"Item 8. Financial Statements and Supplemental Data - Note N - Foreclosure of
Sunnymead Towne Shopping Center"). The Partnership's loss before the
extraordinary gain for the year ended December 31, 1997 was approximately
$5,121,000 compared to approximately $3,681,000 for the corresponding period of
1996. The increase in net loss before extraordinary gain was primarily
attributable to the provision for the impairment of value of $2,067,000 at Coral
Palm Plaza (see "Item 8. Financial Statements and Supplementary Data - Note G -
Provision for Impairment of Value"). The increase in net loss was also
attributable to a decrease in rental income. This decrease in rental income was
a result of the foreclosure on Sunnymead as discussed above. The increase in
net loss was partially offset by decreases in both interest on notes payable and
depreciation expense which are also the result of the foreclosure of Sunnymead.
The increase in minority interest in joint ventures' operations is attributable
to the provision for impairment of value on Coral Palm Plaza as discussed above.

As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At December 31, 1998, the Partnership had cash and cash equivalents of
approximately $11,698,000 as compared to approximately $9,366,000 at December
31, 1997. The increase in cash and cash equivalents is due to approximately
$3,099,000 of cash provided by operating activities, which was partially offset
by approximately $724,000 of cash used in investing activities and approximately
$43,000 of cash used in financing activities. Cash used in investing activities
consisted of capital improvements. Cash used in financing activities consisted
of distributions paid to the general partner. The Partnership invests its
working capital reserves in money market accounts.

At December 31, 1997, the Partnership had cash and cash equivalents of
approximately $9,366,000 as compared to approximately $8,289,000 at December 31,
1996. The increase in cash and cash equivalents is due to approximately
$1,749,000 of cash provided by operating activities, which was partially offset
by approximately $629,000 and $43,000 of net cash used in investing and
financing activities, respectively. Cash used in investing activities consisted

of capital improvements partially offset by insurance proceeds received. Cash
used in financing activities consisted of distributions paid to the general
partner. The Partnership invests its working capital reserves in money market
accounts.

On January 4, 1999, an affiliate of the Managing General Partner purchased 3,554
1985 Notes and 1,270 1986 Notes from a noteholder for $600 per Note.

The Partnership's Enclaves property is secured by mortgage indebtedness of
approximately $6,856,000, which requires interest only payments with a balloon
payment due in 2001. In addition, in order to finance the purchase of its
properties, the Partnership sold Nonrecourse Pension Investor Notes with an
aggregate original principal amount of $41,939,000 (the "Notes"). Pursuant to
the terms of the Notes, the Partnership was required to pay interest at a rate
of 5% per annum on the Notes, and accrue the additional 5% (1986 Notes) and 7%
(1985 Notes) per annum due on the Notes. The Notes are secured by all of the
Partnership's properties. The Nonrecourse Promissory Notes have a balance of
principal and deferred interest of approximately $80,000,000 at the maturity
date of February 15, 1999. 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 Nonrecourse Promissory Notes and certain
holders of Nonrecourse Promissory Notes regarding this default. In connection
with these conversations, the Managing General Partner has proposed that a
forbearance agreement for a specific period be entered into pursuant to which
the indenture trustee will agree not to exercise its rights with respect to the
Partnership's properties while the Partnership markets its properties for sale.
There can be no assurance, however, that a forbearance agreement will be entered
into or, if entered into, that the Partnership can sell its properties or as to
the net sales proceeds generated. The Managing General Partner believes it is

unlikely that the sale of the Partnership's assets will generate sufficient
proceeds to pay off the Nonrecourse Promissory Notes in full. If the
Partnership is unsuccessful in negotiating a forbearance or other agreement with
the indenture trustee or if the Partnership cannot sell its properties for
sufficient value, it is likely that the Partnership will lose its properties
through foreclosure. If the properties are foreclosed upon, the Partnership
would be dissolved, any available cash would be distributed and limited partners
would lose their investment in the Partnership. It is expected that the
Partnership would recognize a gain for tax purposes if the properties were
foreclosed upon. In light of the pending maturity of the Notes, no
distributions were made to the limited partners for the years ended December 31,
1998 or 1997. In accordance with the Partnership's agreement of limited
partnership, the general partner received cash distributions equal to 2% of the
interest payments on the Nonrecourse Promissory Notes (approximately $43,000)
during each of the years ended December 31, 1998, 1997 and 1996.

Foreclosure of Sunnymead Towne Shopping Center

On March 27, 1997, the Sunnymead Towne Shopping Center ("Sunnymead") located in
Moreno Valley, California, was foreclosed upon. Several significant tenants
vacated Sunnymead in 1995 and 1996 and the Partnership recorded a provision for
impairment of value. In 1996 the Partnership ceased making debt service
payments and the property was placed in receivership in May of 1996. The
Managing General Partner determined it was not in the Partnership's best
interest to contest the foreclosure action as the value of the Sunnymead
property was estimated at less than the debt. As a result of the foreclosure,
the Partnership recorded a gain on foreclosure of approximately $5,337,000
during the year ended December 31, 1997. Prior to the foreclosure, the

outstanding debt on the property was a note payable with a principal balance of
$10,100,000 and accrued interest of approximately $1,591,000.

Provision for Impairment of Value

In 1997, two significant tenants that had occupied 36,000 square feet (27% of
leasable space) at Coral Palm Plaza moved out. The Partnership determined that,
based on economic conditions at the time as well as projected future operational
cash flows, a decline in value had occurred which was other than temporary.
Accordingly, the property's carrying value was reduced to an amount equal to its
estimated fair value and an impairment write down of $2,067,000 was recorded at
December 31, 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 7A. MARKET RISK FACTORS

The Partnership is exposed to market risks from adverse changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest
earned on the Partnership's cash and cash equivalents as well as interest paid
on its indebtedness. As a policy, the Partnership does not engage in speculative
or leveraged transactions, nor does it hold or issue financial instruments for
trading purposes. The Partnership is exposed to changes in interest rates
primarily as a result of its borrowing activities used to maintain liquidity and
fund business operations. To mitigate the impact of fluctuations in U.S.
interest rates, the Partnership maintains its debt as fixed rate in nature by
borrowing on a long-term basis. Based on interest rates at December 31, 1998, a
1% increase or decrease in market interest rates would not have a material
impact on the Partnership.

The following table summarizes the Partnership's debt obligations at December
31, 1998. The interest rates represent the weighted-average rates. The fair
value of the debt obligations approximated the recorded value as of December 31,
1998.
Principal amount by expected maturity:

Long term debt Fixed Rate Debt Average Interest Rate

1999 $41,939 11.60%
2000 -- --
2001 6,856 12.06%
Thereafter -- --
Total $48,795

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CENTURY PENSION INCOME FUND XXIII

LIST OF FINANCIAL STATEMENTS

Independent Auditors' Report

Consolidated Balance Sheets - December 31, 1998 and 1997

Consolidated Statements of Operations - Years ended December 31, 1998, 1997, and
1996

Consolidated Statements of Changes in Partners' Deficit - Years ended December
31, 1998, 1997, and 1996

Consolidated Statements of Cash Flows - Years ended December 31, 1998, 1997, and
1996

Notes to Consolidated Financial Statements

Independent Auditors' Report

To the Partners
Century Pension Income Fund XXIII,
A California Limited Partnership
Greenville, South Carolina

We have audited the accompanying consolidated balance sheets of Century Pension
Income Fund XXIII, A California Limited Partnership (the "Partnership") and its
joint ventures as of December 31, 1998 and 1997, and the related consolidated
statements of operations, changes in partners' deficit and cash flows for each
of the three years in the period ended December 31, 1998. These consolidated
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our 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 consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our 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 $80,000,000 in principal and interest, matured on February 15,
1999 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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Century
Pension Income Fund XXIII, A California Limited Partnership, and its joint
ventures as of December 31, 1998 and 1997, and the consolidated results of their
operations and their cash flows for each of the three 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, N.Y.
March 3, 1999

CENTURY PENSION INCOME FUND XXIII

CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)

December 31,
1998 1997
Assets
Cash and cash equivalents $ 11,698 $ 9,366
Receivables and deposits, net of allowance
for uncollectible amounts of $601 (1998)
and $466 (1997) 1,699 1,118
Other assets 286 332
Mortgage loan receivable (Note E) 1,137 1,137
Deferred charges 1,037 1,533
Investment properties (Notes I, J and M):
Land 15,970 15,970
Buildings and related personal property 63,332 62,629
79,302 78,599
Less accumulated depreciation (24,790) (22,358)
54,512 56,241
$ 70,369 $ 69,727

Liabilities and Partners' Deficit

Liabilities
Accounts payable $ 40 $ 34
Tenant security deposit liabilities 342 367

Accrued property taxes 675 258
Accrued interest-promissory notes 1,048 1,048
Accrued interest-note payable 197 165
Other liabilities 342 274
Mortgage note payable (Note J) 6,856 6,856
Non-recourse promissory notes (Note I):
Principal 41,939 41,939
Deferred interest payable 37,342 34,576

Minority interest in consolidated
joint ventures 7,861 7,429

Contingencies (Note A) -- --

Partners' Deficit
General partner's (1,387) (1,284)
Limited partners' (95,789 units issued and
outstanding) (24,886) (21,935)
(26,273) (23,219)
$ 70,369 $ 69,727
See Accompanying Notes to Consolidated Financial Statements

CENTURY PENSION INCOME FUND XXIII

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

Years Ended December 31,
1998 1997 1996
Revenues:
Rental income $ 10,879 $ 10,433 $ 11,569
Interest income on mortgage loans 81 81 81
Other income 572 573 625
Total revenues 11,532 11,087 12,275

Expenses
Operating 3,082 3,292 3,456
General and administrative 1,004 1,006 1,035
Depreciation 2,441 2,378 2,510
Interest on notes payable 827 1,053 1,744
Interest to promissory note holders 4,863 4,863 4,863
Amortization of deferred charges 420 420 420
Property taxes 1,474 1,544 1,505
Provision for impairment of value -- 2,067 --
Total expenses 14,111 16,623 15,533

Loss before minority interest in joint
ventures' operations and extraordinary
gain on foreclosure (2,579) (5,536) (3,258)

Minority interest in joint
ventures' operations (432) 415 (423)

Loss before extraordinary gain (3,011) (5,121) (3,681)
Extraordinary gain on foreclosure -- 5,337 --

Net (loss) income $ (3,011) $ 216 $ (3,681)

Net (loss) income allocated to general
partner $ (60) $ 965 $ (74)
Net loss allocated to limited
partners (2,951) (749) (3,607)
$ (3,011) $ 216 $ (3,681)

Net loss per limited partnership unit $ (30.81) $ (7.82) $ (37.66)
See Accompanying Notes to Consolidated Financial Statements

CENTURY PENSION INCOME FUND XXIII

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

Limited
Partnership General Limited
Units Partner's Partners' Total

Original capital contributions 95,789 $ 958 $ 47,894 $ 48,852

Partners' deficit at
December 31, 1995 95,789 $ (2,089) $(17,579) $(19,668)

Distributions to the
general partner -- (43) -- (43)

Net loss for the year
ended December 31, 1996 -- (74) (3,607) (3,681)

Partners' deficit at
December 31, 1996 95,789 (2,206) (21,186) (23,392)

Distributions to the
general partner -- (43) -- (43)

Net income (loss) for the year
ended December 31, 1997 -- 965 (749) 216

Partners' deficit at
December 31, 1997 95,789 (1,284) (21,935) (23,219)

Distributions to the
general partner -- (43) -- (43)

Net loss for the year ended
December 31, 1998 -- (60) (2,951) (3,011)

Partners' deficit at
December 31, 1998 95,789 $ (1,387) $(24,886) $(26,273)
See Accompanying Notes to Consolidated Financial Statements

CENTURY PENSION INCOME FUND XXIII

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Years Ended December 31,
1998 1997 1996
Cash flows from operating activities:
Net (loss) income $ (3,011) $ 216 $ (3,681)
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
Depreciation 2,441 2,378 2,510
Amortization of deferred charges
and lease commissions 695 683 672
Provision for doubtful receivables 170 354 272
Provision for impairment of value -- 2,067 --
Minority interest in joint ventures'
operations 432 (415) 423
Deferred interest on non-recourse
promissory notes 2,766 2,766 2,766
Extraordinary gain on foreclosure -- (5,337) --
Casualty loss 12 75 --
Changes in accounts:
Receivables and deposits (751) (521) (1,141)
Other assets 46 (182) (12)
Deferred charges (199) (385) (361)
Accounts payable 6 (24) 58
Tenant security deposit liabilities (25) (4) 9
Accrued property taxes 417 (19) 267

Other liabilities 68 (160) 117
Accrued interest on note payable 32 257 785

Net cash provided by operating
activities 3,099 1,749 2,684

Cash flows from investing activities:
Restricted cash -- 13 --
Property replacements and improvements (724) (742) (825)
Insurance proceeds -- 100 --

Net cash used in investing activities (724) (629) (825)

Cash flows from financing activities:
Joint venture partner contributions -- -- 38
Cash distributions to the general partner (43) (43) (43)

Net cash used in financing activities (43) (43) (5)

Net increase in cash and cash equivalents 2,332 1,077 1,854

Cash and cash equivalents at beginning of year 9,366 8,289 6,435

Cash and cash equivalents at end of year $ 11,698 $ 9,366 $ 8,289
See Accompanying Notes to Consolidated Financial Statements

CENTURY PENSION INCOME FUND XXIII

CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
(in thousands)

Years Ended December 31,
1998 1997 1996
Supplemental disclosure of cash flow
information
Cash paid for interest - notes payable $ 795 $ 795 $ 893
Cash paid for interest - non-recourse
promissory notes $2,097 $2,097 $2,097

SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES

Foreclosure:

During the year ended December 31, 1997, Sunnymead Towne Center was foreclosed
upon by the lender, resulting in an extraordinary gain of approximately
$5,337,000. In connection with this foreclosure, approximately $67,000 in cash
was transferred to the lender as partial settlement on the outstanding debt.
This cash was previously classified as restricted cash on the Partnership's
balance sheet. In addition, the following balance sheet accounts were adjusted
by the non-cash amounts noted below (in thousands):

1997
Receivables and deposits $ (663)
Other assets (27)

Investment properties (5,714)
Tenant security deposit liabilities 42
Accrued interest on notes payable 1,591
Other liabilities 8
Notes payable 10,100

Casualty Loss:

The Partnership recorded a net casualty loss during the year ended December 31,
1997, resulting from a fire at The Enclaves which destroyed six apartment units.
The damage resulted in a net loss of approximately $75,000. The following
balance sheet accounts were adjusted by the non-cash amounts noted below (in
thousands):

1997
Receivables and other assets $ 12
See Accompanying Notes to Consolidated Financial Statements
CENTURY PENSION INCOME FUND XXIII

Notes to Consolidated Financial Statements

December 31, 1998

NOTE A - GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming
Century Pension Income Fund XXIII (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 Nonrecourse
Promissory Notes have a balance of principal and deferred interest of
approximately $80,000,000 at the maturity date of February 15, 1999. As a
result, the Partnership is currently in default under the Nonrecourse Promissory
Notes. Fox Capital Management Corporation ("FCMC" or the "Managing General
Partner") has contacted the indenture trustee for the Nonrecourse Promissory
Notes and certain holders of Nonrecourse Promissory Notes regarding this
default. In connection with these conversations, the Managing General Partner
has proposed that a forbearance agreement for a specific period be entered into
pursuant to which the indenture trustee will agree not to exercise its rights
with respect to the Partnership's properties while the Partnership markets its
properties for sale. The Managing General Partner believes it is unlikely that
the sale of the Partnership's assets will generate sufficient proceeds to pay
off the Nonrecourse Promissory Notes in full. If the Partnership is
unsuccessful in negotiating a forbearance or other agreement with the indenture
trustee or if the Partnership cannot sell its properties for sufficient value,
it is likely that the Partnership will lose its properties through foreclosure.
These conditions raise substantial doubt about the Partnership's ability to
continue as a going concern.

The consolidated 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 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization: The Partnership is a limited partnership organized in 1984 under
the laws of the State of California to hold for investment and ultimately sell
income-producing real properties, and invest in, service, and ultimately collect
or dispose of mortgage loans on income-producing real properties. The
Partnership currently owns one apartment complex located in Georgia, three
business parks located in Florida, North Carolina and Texas, one industrial
building located in California, and two shopping centers located in Kentucky and
Georgia. The Partnership also holds a sixty-eight percent joint venture
interest in three business parks located in Minnesota and a sixty-six and two
thirds percent joint venture interest in a shopping center located in Florida.
The general partner is Fox Partners V, a California general partnership whose
general partners are FCMC and Fox Realty Investors ("FRI"), a California general
partnership. The Managing General Partner is a subsidiary of Apartment
Investment and Management Company ("AIMCO") (See "Note C - Transfer of
Control"). The directors and officers of the Managing General Partners also
serve as executive officers of AIMCO. The Partnership Agreement provides that
the Partnership is to terminate on December 31, 2020, unless terminated prior to
such date.

Principles of Consolidation: The consolidated financial statements include all
of the accounts of the Partnership and two joint ventures in which the
partnership has a controlling interest. An affiliated partnership owns the
minority interest in these joint ventures. All significant intercompany
transactions and balances have been eliminated.

Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

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

Mortgage Loan Receivable: Mortgage loans receivable are stated at unpaid
balances, less an allowance for loan losses. The amount of the allowance is
based on the Managing General Partner's evaluation of the collectibility of the
loan. Allowances from impaired loans are generally determined based on the
value of underlying collateral or the present value of estimated cash flows.
Loans are placed on a nonaccrual basis when a loan is specifically determined to
be impaired or when, in the opinion of the Managing General Partner, there is an
indication that the borrower may be unable to meet payments as they become due.
Any unpaid interest previously accrued on those loans is reversed from income.
Interest income generally is not recognized on specific impaired loans unless
the likelihood of further loss is remote. Interest payments received on such
loans are applied as a reduction of the loan principal balance.

Fair Value of Financial Instruments: The Partnership believes that the carrying
amount of its financial instruments (except for long term debt) approximates
their fair value due to the short term maturity of these instruments. The
estimated fair value of the Non-Recourse Promissory notes is not practicable to
estimate because it cannot be determined whether financing with similar terms
and conditions would be available to the Partnership. The fair value of the
note payable and deferred interest encumbering the Enclaves, after discounting
the scheduled loan payments at an estimated borrowing rate currently available
to the Partnership, approximates the carrying balance.

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

Security Deposits: The Partnership requires security deposits from lessees for
the duration of the lease and such deposits are included in receivables and
deposits. The security deposits are refunded when the tenant vacates, provided
the tenant has not damaged its space and is current on its rental payments.

Investment Properties: Investment properties, consisting of one apartment
complex and ten commercial properties, are stated at cost. Acquisition fees are
capitalized as a cost of real estate. 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.

In 1997, the Partnership determined that the Coral Palm Plaza Joint Venture
property, with a carrying value of $6,029,000, was impaired and its value was
written down by $2,067,000 to reflect its fair value at December 31, 1997 of
$3,962,000. The fair value was based upon current economic conditions and
projected future operational cash flows (see "Note G").

Depreciation: Depreciation is computed by the straight-line method over
estimated useful lives ranging from twenty-seven and one-half to thirty nine
years for buildings and improvements and five to seven years for furnishings.

Leases: The Partnership generally leases apartment units for lease terms of
twelve months or less and recognizes income as earned on these 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 certain commercial space to tenants under
various lease terms. The leases are accounted for as operating leases in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 13,
"Accounting for Leases."

Some of these commercial leases contain stated rental increases during their
term. For leases with fixed rental increases, rents are recognized on a

straight-line basis over the terms of the lease. Cash collections exceeded the
straight-line basis of revenue recognition by approximately $37,000 in 1998.
The straight-line basis recognized $51,000 more in rental income than was
collected in 1997.

The Partnership recognized bad debt expense associated with lease income of
approximately $170,000, $354,000 and $272,000 for the years ended December 31,
1998, 1997, and 1996, respectively.

Deferred Charges: Included in deferred charges are sales commissions,
organization expenses and lease commissions. Sales commissions and organization
expenses related to the Pension Investor Notes ("Non-Recourse Promissory Notes",
"Promissory Notes" or "Notes"), are deferred and amortized by the straight-line
method over the life of the 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 and 1997, deferred charges totaled
approximately $7,435,000 and $7,369,000 and accumulated amortization totaled
approximately $6,398,000 and $5,836,000, respectively.

Segment Reporting: In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 131, "Disclosure about
Segments of an Enterprise and Related Information" ("Statement 131"), which is
effective for years beginning after December 15, 1997. Statement 131
established standards for the way that public business enterprises report
information about operating segments in annual financial statements and requires
that those enterprises report selected information about operating segments in
interim financial reports. It also establishes standards for related
disclosures about products and services, geographic areas, and major customers.
See "Note O" for required disclosures.

Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was approximately $22,000,
$25,000 and $32,000 for the years ended December 31, 1998, 1997 and 1996,
respectively.

Income Taxes: Taxable income or loss of the Partnership is reported in the
income tax returns of its partners. Accordingly, no provision for income taxes
is made in the consolidated financial statements of the Partnership.

Reclassifications: Certain reclassifications have been made to the 1997 and
1996 balances to conform to the 1998 presentation.

NOTE C - TRANSFER OF CONTROL

Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
("IPT") 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 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.

NOTE D - 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 years ended December 31,
1998, 1997 and 1996:

Years Ended December 31,
1998 1997 1996
(in thousands)

Property management fees (included in
operating expense) $154 $147 $140
Reimbursement for services of affiliates (1)
(included in general and administrative
and operating expenses) 254 204 184
Partnership management fee (included in
general and administrative expenses) 111 111 111

(1) Included in "Reimbursements for services of affiliates" for 1998, 1997 and
1996 is approximately $4,000, $7,000 and $1,000, respectively, in
reimbursements for construction oversight costs.

The Registrant paid to such affiliates approximately $120,000, $116,000, and
$117,000 for the years ended December 31, 1998, 1997 and 1996, respectively.
For the nine months ended September 30, 1998 and the years ended December 31,
1997 and 1996 affiliates of the Managing General Partner were entitled to
receive varying percentages of gross receipts from the Registrant's Coral Palm
Plaza property for providing property management services. The Registrant paid
to such affiliates approximately $34,000, $31,000 and $23,000 for the nine
months ended September 30, 1998 and the years ended December 31, 1997 and 1996
(effective May 1, 1996). Since October 1, 1998 (the effective date of the
Insignia Merger) these services have been provided at Coral Palm Plaza by an
unrelated party.

An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $254,000,
$204,000 and $184,000 for the years ended December 31, 1998, 1997 and 1996,
respectively.

On January 4, 1999, an affiliate of the Managing General Partner purchased 3,554
1985 Notes and 1,270 1986 Notes from a noteholder for $600 per note.

For the period from January 19, 1996, 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 received 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 is not
significant.

In accordance with the Partnership Agreement, the general partner was allocated
its two percent continuing interest in the Partnership's net income and loss and
taxable income and loss exclusive of gains or losses on property dispositions
recognized in 1997. The extraordinary gain on the Sunnymead foreclosure has
been allocated 20% to the general partner and 80% to the limited partners per
the terms of the Partnership Agreement. In each of the years ended December 31,
1998, 1997 and 1996, the general partner received approximately $43,000 of cash
distributions, which were equal to two percent of cash distributions to the
Promissory Note holders. The partnership management fee and partnership
management incentive are limited by the Partnership Agreement to ten percent of
cash available for distribution before interest payments to the Promissory Note
holders and the partnership management fee.

NOTE E - MORTGAGE LOANS RECEIVABLE

The Partnership entered into various agreements with the borrowers on two of the
Partnership's second mortgage loans receivable which were cross collateralized

and in default. The properties are located in Irvine ("Irvine") and Costa Mesa,
California ("Costa Mesa"). The borrower on the Irvine property had terminated
payments on the mortgage loan receivable in October 1994, and in January 1995, a
court appointed receiver was placed on the Irvine property. As a result, on
April 20, 1995, the Partnership acquired the Irvine property through a deed in
lieu of foreclosure and satisfied the existing first mortgage encumbering the
property in the principal amount (including expenses) of approximately
$1,114,000. On May 31, 1995, the receiver on the Irvine property was dismissed.
The Partnership commenced operating the property on June 1, 1995. The mortgage
loan receivable, net of the previously recorded provision for impairment of
value of $1,250,000, was reclassified as real estate in 1995. The mortgagor of
the Costa Mesa property assumed $400,000 of the principal amount of the debt
encumbering the Irvine property resulting in an aggregate outstanding principal
balance of $1,137,000. The Partnership extended the maturity date of the loan on
the Costa Mesa property to March 31, 2000. Monthly payments to the Partnership
remain the same. Upon the sale of the Costa Mesa property, the Partnership will
be entitled to contingent interest of 50% of the amount received in excess of
the current debt.

Interest income on the mortgage loans totaled approximately $81,000 for each of
the years ended December 31, 1998, 1997, and 1996, reflecting an interest rate
of approximately 7% per annum.

NOTE F - JOINT VENTURES

The Partnership has investments in two consolidated joint ventures as follows:

Coral Palm Plaza Joint Venture

On January 23, 1987, the Partnership acquired a 66.67% ownership interest in
Coral Palm Plaza Joint Venture ("Coral Palm"), a joint venture with Century
Pension Income Fund XXIV, a California Limited Partnership ("CPF XXIV") and an
affiliate of FCMC and FRI. Also, on January 23, 1987, Coral Palm acquired the
Coral Palm Plaza, a shopping center located in Coral Springs, Florida. The
Partnership reflects its interest in Coral Palm utilizing full consolidation
whereby all of the accounts of the joint venture are included in the
Partnership's consolidated financial statements (intercompany accounts are
eliminated).

Summary financial information for Coral Palm is as follows (in thousands):

December 31,
1998 1997

Total assets $ 5,049 $ 5,041
Total liabilities (223) (366)

Total venture's equity $ 4,826 $ 4,675

Years Ended December 31,
1998 1997

Total revenues $ 987 $ 739
Total expenses (Note G) (836) (2,897)

Net income (loss) $ 151 $(2,158)

Minneapolis Business Parks Joint Venture

On April 30, 1987, the Partnership acquired a 68% ownership interest in
Minneapolis Business Parks Joint Venture, a joint venture with CPF XXIV. On May
5, 1987, Minneapolis Business Parks Joint Venture acquired Alpha Business Center
located in Bloomington, Minnesota; Plymouth Service Center located in Plymouth,
Minnesota, and Westpoint Business Center located in Plymouth, Minnesota. The
Partnership reflects its interest in the Minneapolis Business Parks Joint
Venture utilizing full consolidation whereby all of the accounts of the joint
venture are included in the Partnership's financial statements (intercompany
accounts are eliminated).

Summary financial information for Minneapolis Business is as follows (in
thousands):

December 31,
1998 1997

Total assets $19,874 $18,331
Total liabilities (539) (167)

Total venture's equity $19,335 $18,164

Years Ended December 31,
1998 1997

Total revenues $ 3,293 $ 3,190
Total expenses (2,122) (2,262)

Net income $ 1,171 $ 928

NOTE G - PROVISION FOR IMPAIRMENT OF VALUE

During 1997, two significant tenants that occupied 36,000 square feet (27% of
leasable space) at Coral Palm Plaza moved out. The Partnership determined that,
based on economic conditions at the time, as well as projected future
operational cash flows, a decline in value had occurred which was other than
temporary. Accordingly, the property's carrying value was reduced to an amount
equal to its estimated fair value and an impairment write down of $2,067,000 was
recorded at December 31, 1997.

In October 1995, the Partnership accepted a lease buy-out and termination
agreement with a former tenant at the Partnership's Coral Palm Plaza property.
The $300,000 termination payment, has been deferred and is being amortized into
income on a straight-line basis over the remaining three years of the former
tenant's lease. This space had not been re-leased at December 31, 1998.

NOTE I - NON-RECOURSE PROMISSORY NOTES

The Non-Recourse Promissory Notes are secured by a deed of trust on all
properties owned in fee by the Partnership, by a security interest in the joint
venture interests held by the Partnership, and by a pledge of the note and of
the deed of trust on the real properties underlying the mortgage loans made by
the Partnership. The Notes were issued in two series. The "1985 Series Notes,"
in the amount of $33,454,000, bear interest at 12 percent per annum, and the
"1986 Series Notes," in the amount of $8,485,000, bear interest at ten percent
per annum, except that portions of the interest may be deferred, provided the
Partnership makes minimum interest payments of 5% on the unpaid principal
balance. The deferred interest does not accrue additional interest. The Notes
matured February 15, 1999, and are in default. In accordance with the
Partnership Agreement and the Trust Indenture, upon the sale, repayment or other
disposition of any Partnership property or Partnership mortgage loan, 98 percent
of the resulting distributable cash proceeds is first allocated to the payment
of the Promissory Notes until such Notes and related accumulated deferred
interest payable are repaid and, thereafter, the cash proceeds are distributed
to the Partnership's general partner, Individual Unit holders, and Note holders.
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, but it appears no residual interest will be paid.

Refer to "Note A" for a discussion regarding the Partnership's inability to meet
its obligation at the maturity of the Promissory Notes.

NOTE J - MORTGAGE NOTE PAYABLE

The Enclaves Apartments ("Enclaves") complex located in Atlanta, Georgia is
pledged as collateral for a note payable at December 31, 1998. The Enclaves
note, with a principal balance of approximately $6,856,000, bears interest at
12.0625 percent. The Enclaves note requires a balloon payment of $6,856,000 in
April 2001, exclusive of accrued interest. The Partnership makes monthly
interest only payments of approximately $66,000 on the debt. Principal payments
for the years subsequent to December 31, 1998, are required as follows (in
thousands):

1999 $ 0
2000 0
2001 6,856

Total $ 6,856

The mortgage note payable is non-recourse and is secured by pledge of the
Partnership's property and by a pledge of revenues from the property. The
Enclaves note includes prepayment penalties if repaid prior to maturity.
Further, the property may not be sold subject to existing indebtedness.

NOTE K - MINIMUM FUTURE RENTAL REVENUES

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

1999 $ 6,223
2000 4,709
2001 3,306
2002 2,525
2003 1,873
Thereafter 4,719

Total $23,355

Amortization of deferred leasing commissions totaled approximately $275,000,
$263,000 and $252,000 for the years ended December 31, 1998, 1997 and 1996,
respectively, and are included in operating expense.

NOTE L - INCOME TAXES

A reconciliation of the net (loss) income per the financial statements to the
net Federal taxable loss to the partners is as follows:

1998 1997 1996
(in thousands, except unit data)

Net (loss) income as reported $(3,011) $ 216 $(3,681)
Add (deduct):
Provision for impairment of value -- 2,067 --
Original issue discount (1,606) (1,256) (936)
Deferred income (47) (136) (453)
Depreciation differences (304) (368) (393)
Bad debt expense 135 77 236
Interest expense capitalized 5 23 4
Minority interest in joint ventures' operations (50) (682) 24
Interest accrual 38 (21) (114)
Loss on fire 12 75 --
Gain on disposal of property -- (5,263) --
Federal taxable loss $(4,828) $(5,268) $(5,313)

Federal taxable loss per limited partnership unit $ (49) $ (54) $ (54)

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net liabilities (in thousands) at December 31:

1998 1997 1996
Net liabilities as reported $(26,273) $(23,219) $(23,392)

Differences resulted from:
Sales commissions and organization expenses 6,558 6,558 6,558
Original issue discount 1,239 2,845 4,101
Provision for impairment of value 12,058 12,058 9,991
Deferred income (236) (189) (53)
Acquisition costs expensed (21) (21) (21)
Depreciation (3,719) (3,415) (3,047)
Payments credited to rental properties 2,111 2,111 2,111
Minority interest in joint ventures'
operations (4,241) (4,191) (3,509)
Capitalized expense 514 509 486
Interest expense capitalized 202 202 202
Bad debt expense 502 367 290
Interest accrual 692 654 674
Other 485 485 485
Disposal of property (5,176) (5,188) --

Net liabilities - Federal tax basis $(15,305) $(10,434) $ (5,124)

NOTE M - REAL ESTATE AND ACCUMULATED DEPRECIATION:

Initial Cost to Partnership
(in thousands)

Building Net Cost
and Capitalized
Related (Written Down)
Encumbrances Personal Subsequent to
Description (1) Land Property Acquisition
(in thousands) (in thousands)
PARTNERSHIP:

Commerce Plaza $ -- $ 1,604 $ 4,188 $ 749

Regency Centre -- 3,123 10,398 817

Highland Park III -- 654 4,849 437

Interrich Plaza -- 587 1,833 502

Centre Stage Shopping -- 1,300 6,588 467
Center

The Enclaves 6,856 1,901 7,603 1,285

Medtronics -- 345 1,381 41

JOINT VENTURES:

Coral Palm Plaza -- 5,009 11,046 (8,417)

Alpha Business Center -- 3,199 6,735 733

Plymouth Service Center -- 475 2,306 37

Westpoint Business Center -- 1,166 5,987 374

Total $ 6,856 $19,363 $62,914 $(2,975)

(1) The Non-Recourse Promissory notes are secured by a deed of trust on all
properties owned in fee by the Partnership and by a security interest in
the joint venture interests held by the Partnership.

Gross amount at which carried
at December 31, 1998
(in thousands)

Buildings
and
Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
PARTNERSHIP: (in thousands)
<S> <C> <C> <C> <C> <C> <C>
Commerce Plaza $ 1,604 $ 4,937 $ 6,541 $ 2,039 3/86 5-39 years

Regency Centre 3,111 11,227 14,338 4,783 5/86 5-39 years

Highland Park III 619 5,321 5,940 2,319 9/86 5-39 years

Interrich Plaza 587 2,335 2,922 802 4/88 5-39 years

Centre Stage Shopping Center 1,300 7,055 8,355 2,198 1/90 5-39 years

The Enclaves 1,901 8,888 10,789 2,315 4/91 5-39 years

Medtronics 345 1,422 1,767 158 4/95 5-39 years

JOINT VENTURES:

Coral Palm Plaza 1,980 5,658 7,638 3,814 1/87 5-39 years

Alpha Business Center 3,002 7,665 10,667 3,025 5/87 5-39 years

Plymouth Service Center 419 2,399 2,818 871 5/87 5-39 years

Westpoint Business Center 1,102 6,425 7,527 2,466 5/87 5-39 years

Total $15,970 $63,332 $79,302 $24,790
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

Years Ended December 31,
1998 1997 1996
(in thousands)
Real Estate
Balance at beginning of year $78,599 $87,337 $86,512
Property improvements 724 742 825
Casualty loss (21) (95) --
Provision for impairment of
value -- (2,067) --
Disposal via foreclosure -- (7,318) --

Balance at end of year $79,302 $78,599 $87,337

Accumulated Depreciation
Balance at beginning of year $22,358 $21,604 $19,094
Additions charged to expense 2,441 2,378 2,510
Casualty loss (9) (20) --
Disposal via foreclosure -- (1,604) --

Balance at end of year $24,790 $22,358 $21,604

The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1998 and 1997, is approximately $90,784,000 and $90,164,000,
respectively. Accumulated depreciation for Federal income tax purposes at
December 31, 1998 and 1997, is approximately $28,292,000 and $25,604,000,
respectively.

NOTE N - FORECLOSURE OF SUNNYMEAD TOWNE SHOPPING CENTER

On March 27, 1997, the Sunnymead Towne Shopping Center ("Sunnymead") located in
Moreno Valley, California, was foreclosed upon. Several significant tenants
vacated Sunnymead in 1995 and 1996 and the Partnership recorded a provision for
impairment of value. In 1996 the Partnership ceased making debt service
payments and the property was placed in receivership in May of 1996. The
Managing General Partner determined it was not in the Partnership's best
interest to contest the foreclosure action as the value of the Sunnymead
property was estimated at less than the debt. As a result of the foreclosure,
the Partnership recorded an extraordinary gain on foreclosure of approximately
$5,337,000 during the year ended December 31, 1997. Prior to the foreclosure,
the outstanding debt on the property was a note payable with a principal balance
of $10,100,000 and accrued interest of approximately $1,591,000.

NOTE O - SEGMENT INFORMATION

Description of the types of products and services from which the reportable
segments derive their revenues: As defined by SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", the Partnership has two
reportable segments: residential properties and commercial properties. The
Partnership's residential property segment consists of one apartment complex in
Atlanta, Georgia. The Partnership rents apartment units to people for terms
that are typically twelve months or less. The commercial property segment
consists of three business parks located in Florida, North Carolina and Texas,
one industrial building located in California, and two shopping centers located
in Kentucky and Georgia. In addition, the Partnership also owns controlling
interests in two joint ventures, which properties include three business parks
located in Minnesota and a shopping center located in Florida.

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 Partnership's reportable segments: The
Partnership's reportable segments consist of 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 1998, 1997 and 1996 is shown in the tables below (in
thousands). The "Other" column includes partnership administration related items
and income and expense not allocated to reportable segments.

1998
Residential Commercial Other Totals
Rental income $ 2,315 $ 8,564 $ -- $10,879
Other income 58 258 337 653
Interest expense 827 -- 4,863 5,690
Depreciation 350 2,091 -- 2,441
Amortization of deferred costs -- -- 420 420
General and administrative expense -- -- 1,004 1,004
Minority interest in joint
ventures' operations -- (432) -- (432)
Segment profit (loss) 125 2,814 (5,950) (3,011)
Total assets 8,687 53,819 7,863 70,369
Capital expenditures for investment
properties 161 563 -- 724

1997
Residential Commercial Other Totals
Rental income $ 2,245 $ 8,188 $ -- $10,433
Other income 44 217 393 654
Interest expense 827 226 4,863 5,916
Amortization of deferred costs -- -- 420 420
Depreciation 338 2,040 -- 2,378
General and administrative expense -- -- 1,006 1,006
Gain on foreclosure -- 5,337 -- 5,337
Provision for impairment of value -- 2,067 -- 2,067
Minority interest in joint ventures'
operations -- 415 -- 415
Segment (loss) profit (45) 6,157 (5,896) 216
Total assets 9,000 53,193 7,534 69,727
Capital expenditures for investment
properties 223 519 -- 742

1996
Residential Commercial Other Totals
Rental income $ 2,264 $ 9,305 $ -- $11,569
Other income 96 243 367 706
Interest expense 827 917 4,863 6,607
Depreciation 321 2,189 -- 2,510
Amortization -- -- 420 420
General and administrative expense -- -- 1,035 1,035
Minority interest in joint ventures'
operations -- (423) -- (423)
Segment profit (loss) 116 2,154 (5,951) (3,681)

Total assets 9,105 61,613 8,175 78,893
Capital expenditures for investment
properties 91 734 -- 825

NOTE P - 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 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.

On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,

affiliates of Insignia filed a complaint entitled Everest Properties, LLC, et.
al. v. Insignia Financial Group, Inc., et. al. in the Superior Court of the
State of California, County of Los Angeles. The action involves 44 real estate
limited partnerships (including the Partnership) in which the plaintiffs
allegedly own interests and which Insignia Affiliates allegedly manage or
control (the "Subject Partnerships"). This case was settled on March 3, 1999.
The Partnership is responsible for a portion of the settlement costs. The
expense will not have a material effect on the Partnership's net income.

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 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Century Pension Income Fund XXIII (the "Partnership" or "Registrant"), as well
as Fox Partners VI ("Fox"), the general partner of the Registrant, have no
officers or directors. Fox Capital Management Corporation ("FCMC" or the
"Managing General Partner"), the managing general partner of Fox, manages and
controls substantially all of the Registrant'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").

The names and ages of, as well as the positions held by executive officers and
directors of the Managing General Partner are set forth below. No family
relationships exist among any of the officers or directors of the Managing
General Partner.

Name Age Position

Patrick J. Foye 41 Executive Vice President and Director

Timothy R. Garrick 42 Vice President - Accounting and Director

Patrick J. Foye has been Executive Vice President and Director of the Managing
General Partner since October 1, 1998. Mr. Foye has served as Executive Vice
President of AIMCO since May 1998. Prior to joining AIMCO, Mr. Foye was a
partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to

1998 and was Managing Partner of the firm's Brussels, Budapest and Moscow
offices from 1992 through 1994. Mr. Foye is also Deputy Chairman of the Long
Island Power Authority and serves as a member of the New York State
Privatization Council. He received a B.A. from Fordham College and a J.D. from
Fordham University Law School.

Timothy R. Garrick has served as Vice President-Accounting of AIMCO and Vice
President-Accounting and Director of the Managing General Partner since October
1, 1998. Prior to that date, Mr. Garrick served as Vice President-Accounting
Services of Insignia Financial Group since June of 1997. From 1992 until June
of 1997, Mr. Garrick served as Vice President of Partnership Accounting and from
1990 to 1992 as an Asset Manager for Insignia Financial Group. From 1984 to
1990, Mr. Garrick served in various capacities with U.S. Shelter Corporation.
From 1979 to 1984, Mr. Garrick worked on the audit staff of Ernst & Whinney.
Mr. Garrick received his B.S. Degree from the University of South Carolina and
is a Certified Public Accountant.

ITEM 11. EXECUTIVE COMPENSATION

No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of the Managing General Partner. The Partnership has no
plan, nor does the Partnership presently propose a plan, which will result in
any remuneration being paid to any officer or director upon termination of
employment. However, reimbursements and other payments have been made to the
Partnership's Managing General Partner and its affiliates, as described in "Item
13. Transactions with Affiliated Parties".

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Partnership is a limited partnership and has no officers or directors. The
Managing General Partner has discretionary control over most of the decisions
made by or for the Partnership in accordance with the terms of the Partnership
Agreement. The directors and officers of the Managing General Partner and its
affiliates, as a group do not own any of the Partnership voting securities.

There is no person known to the Partnership who owns beneficially or of record
more than five percent of the voting securities of the Partnership as of
December 31, 1998.

As of December 31, 1998, Insignia Properties LP ("IPLP"), an affiliate of the
Managing General Partner, owned 2 Individual Investor Units ("Units") or
approximately .002%. IPLP's business address is 55 Beattie Place, Greenville, SC
29601. Additionally, IPLP is indirectly ultimately owned by AIMCO.

ITEM 13. TRANSACTIONS WITH AFFILIATED PARTIES

Years Ended December 31,
1998 1997 1996

(in thousands)

Property management fees $154 $147 $140
Reimbursement for services of affiliates (1) 254 204 184
Partnership management fee 111 111 111

(1) Included in "Reimbursements for services of affiliates" for 1998, 1997, and
1996 is approximately $4,000, $7,000, and $1,000 respectively, in
reimbursements for construction oversight costs.

During the years ended December 31, 1998, 1997 and 1996, affiliates of the
Managing General Partner were entitled to receive 5% of gross receipts from the
Partnership's residential property for providing property management services.
The Registrant paid to such affiliates approximately $120,000, $116,000, and
$117,000 for the years ended December 31, 1998, 1997 and 1996, respectively.
For the nine months ended September 30, 1998 and the years ended December 31,
1997 and 1996 affiliates of the Managing General Partner were entitled to
receive varying percentages of gross receipts from the Registrant's Coral Palm
Plaza property for providing property management services. The Registrant paid
to such affiliates approximately $34,000, $31,000 and $23,000 for the nine
months ended September 30, 1998 and the years ended December 31, 1997 and 1996
(effective May 1, 1996). Since October 1, 1998 (the effective date of the
Insignia Merger) these services have been provided at Coral Palm Plaza by an
unrelated party.

On January 4, 1999, an affiliate of the Managing General Partner purchased 3,554
1985 Notes and 1,270 1986 Notes from a noteholder for $600 per note.

In accordance with the Partnership Agreement, the general partner was allocated
its two percent continuing interest in the Partnership's net income and loss and
taxable income and loss exclusive of gains or losses on property dispositions
recognized in 1997. The extraordinary gain on the Sunnymead foreclosure has
been allocated 20% to the general partner and 80% to the limited partners per
the terms of the Partnership Agreement. In each of the years ended December 31,
1998, 1997 and 1996, the general partner received $43,000 of cash distributions,
which were equal to two percent of cash distributions to the Promissory Note
holders. The partnership management fee and partnership management incentive
are limited by the Partnership Agreement to ten percent of cash available for
distribution before interest payments to the Promissory Note holders and the
partnership management fee.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1)(2) Consolidated Financial Statements and Consolidated Financial Statement
Schedules:

See "Item 8" of the Form 10-K for Consolidated Financial Statements of
the Partnership, Notes thereto, and Consolidated Financial Statement
Schedules. (A Table of Contents to Consolidated Financial Statements
and Consolidated Financial Statement Schedules is included in "Item 8"
and incorporated herein by reference.)

(a) (3) 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 on October 1, 1998, and filed on
October 16, 1998, disclosing change in control of the Registrant from
Insignia Financial Group, Inc. to AIMCO.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 PENSION INCOME FUND XXIII

By: Fox Partners V
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

Pursuant to the requirements of the Securities Exchange Act of 1934, 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

2. NPI 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 Exhibit 2.1 of the
Registrant's Current Report on Form 8-K dated October 1, 1998.

3.4. Agreement of Limited Partnership incorporated by reference to Exhibit
A to the Prospectus of the Partnership dated July 1, 1985, and
thereafter supplemented contained in the Partnership's Registration
Statement on Form S-11 (Reg. No 2-96389)

16. Letter from the Partnership's former Independent Auditor dated April
27, 1994, incorporated by reference to exhibit 10 to the Partnership's
Current Report on Form 8-K dated April 22, 1994.

27. Financial Data Schedule is filed as an Exhibit to this report.

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Pension Income Fund XXIII 1998 Year-End 10-K and is qualified in its entirety
by reference to such 10-K filing.
</LEGEND>
<CIK> 0000764543
<NAME> CENTURY PENSION INCOME FUND XXIII
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 11,698
<SECURITIES> 0
<RECEIVABLES> 1,699
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 79,302
<DEPRECIATION> (24,790)
<TOTAL-ASSETS> 70,369
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 48,795
0
0
<COMMON> 0
<OTHER-SE> (26,273)
<TOTAL-LIABILITY-AND-EQUITY> 70,369
<SALES> 0
<TOTAL-REVENUES> 11,532
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 14,111
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,690
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,011)
<EPS-PRIMARY> (30.81)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>

</TABLE>