June 16, 2005

By Facsimile and U.S. Mail

Joseph A. Coco
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036

Jonathan L. Friedman
Jonathan Ko
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071

Re:	National Property Investors III, Fox Strategic Housing
	Income Properties
      Century Properties Fund XIV, XV, XIX, and XXII, Davidson
	Income Real Estate LP, and Davidson Growth Plus LP
      Amended Schedule TO-T/13E-3s
      Filed June 7, 2005 by AIMCO Properties LP, et al.

Dear Messrs. Coco, Friedman and Ko:

	We have the following comments on the above-referenced
filings. Please make corresponding changes to and provide similar
information for each of the above-referenced filings in response to
these comments, where applicable.  Please note that the page numbers
used here correspond to the page numbers of the courtesy copies you
submitted in your letter dated June 13, 2005.

Century Properties Fund XIX
Davidson Income Real Estate, L.P.

1. We note the additional disclosure regarding the appraisals
performed by CBRE in 2003.  On page 39 of the CPF XIX offer that
you list as a positive factor the fact that your "estimate of the
gross property value for Misty Woods Apartments is approximately $23,093
higher than the sales price for the property in the purchase and
sale contract dated May 19, 2005" (emphasis added).  We note from page
13 of that offer that you subtract a prepayment penalty from the
gross property value in calculating your determination of the value of a
partnership unit.  It is unclear whether it is appropriate to
compare the gross property value to the sales price, because it is unclear
whether the prepayment penalty would be charged if the property
were sold.  Please disclose whether the partnership would be required
to pay a prepayment penalty on the mortgage of that property if it
were sold in accord with the current sale contract.  Also, with a view
toward disclosure, tell us whether the prepayment penalty applies
in all cases.  In addition, please disclose whether any of the other
itemized additions or subtractions from the net property value, as
outlined on page 14, would differ if this property were sold under
the current contract.  Disclose the estimated transaction costs
associated with the sale, to whom they are paid and how they are
allocated among the properties to be sold.  It is unclear whether
your estimated value or the actual contract price would provide a
higher valuation of the partnership.

2. Provide similar information for the tender offer for units of
National Property Investors III.  We note the discussion on page
27 regarding the general partner`s views of the value of the
partnership as determined by you versus the actual sale price.  This
disclosure is unclear for two reasons.  First, you state that the "net
equity value distributable to limited partners would have resulted in a
lower offer price," however, it is unclear how you have calculated
the "net equity value distributable."  For example, do you mean
that, once the sales proceeds were distributed to unit holders, the
partnership would be worth less?  Do you mean that the net
proceeds from the sale, after transaction costs, would be less than the
starting point of your valuation, and therefore the limited
partnership units would be valued less before any distribution
resulting from the sale?

Second, it is unclear how the general partner reached this
conclusion without additional information.  Please revise the document
to provide the basis for this statement.  Disclose the expected
transaction costs associated with this sale.  We note that the
property is being sold in a bundle with other properties.  We also
note the disclosure of additional information in a Form 8-K filed
May 25, 2005, much of which is not included in this offer.  With a
view toward disclosure, tell us how the transaction costs charged to
this property are determined, who makes the determination, and to whom
you will pay the transaction costs.  For example, will the transaction
costs be owed to your affiliates?  We note that, absent a
prepayment penalty and with all other expenses and additions (as indicated
on page 13) remaining the same, the value per unit based on the
disclosed sale price of Pinetree Apartments would be $208.49 per
unit, which is approximately 17% higher than the current offer
price.

3. You provide liquidation value as a means for unit holders to
assess your offer.  Tell us what consideration you have given to
calculating liquidation value (see pages 20-21 of the NPI III
offer) using the sale price of the property under contract for each
partnership rather than, or in addition to, the value determined
by the appraiser in 2003.

4. On page 40 you state that the general partner has determined
that offer price is fair despite the higher appraised values, in part,
because "the general partner believes that appraisals obtained by
lenders in connection with refinancings, such as those prepared by
CBRE, tend to overstate actual property values somewhat."  Expand
this disclosure to clarify the general partner`s conclusion and
the basis for its conclusion.

5. We note from the partnership`s Form 8-Ks dated May 19, 2005 and
June 3, 2005 that it refinanced a mortgages on the Greenspoint and
Sandspoint properties owned by CPF XIX.  The risk factor on page
11, the disclosure on page 43, and the disclosure on pages 61-62 do
not appear to agree.  Please revise or advise.  Also tell us whether
you or, to your knowledge, the lenders obtained appraisals for either
of these properties in connection with the refinancing, and whether
you know the value of any appraisal or have obtained or been offered a
copy of any appraisal.  Finally, please tell us whether the
general partner received fees or other compensation in connection with
the refinancings.  We note the fees paid in connection with prior
refinancings, which are disclosed on page 42 of this offer.

6. In addition, we note that the new mortgage on the Greenspoint
property has a principal amount of $11 million, replacing the
prior mortgage, which had an outstanding principal balance of
$7,981,000.  In the Form 8-K for Sandspoint, you report that a mortgage
for $11 million replaces a mortgage with a principal amount outstanding
of $8,859,000.  We note that you have not revised your disclosure to
reflect these changes.  For example, it appears you should revise
the disclosure to reflect the partnership`s plans for the excess cash,
if any, received in these refinancings.  Also tell us whether the
excess cash could be distributed to limited partners pursuant to the
partnership agreement.  In addition, we note that you subtract
mortgage debt in calculating the net equity value per unit and the
liquidation value per unit of the partnership, but the mortgage
debt figure has not changed since you first filed this offer in
February 2005.  Please tell us whether the refinancings or any other
factors materially change your assessment of the value of the partnership
since the offer was filed.

      Fox Strategic Housing Income Partners
      Century Properties Fund XV

7. We note the information added in this amendment regarding prior
purchases by Mr. Ira Gaines.  Tell us whether these purchases were
through a tender offer.  If so, it appears that you should revise
the table on page 14 to reflect this tender offer

Please respond to these comments by promptly amending the filing
and submitting a response letter filed via EDGAR under the label
"CORRESP."  If the information you provide in response to our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a manner reasonably calculated to inform them of the new
information.

If you do not agree with a comment, please tell us why in your
response.  Direct any questions to me at (202) 551-3262.  You may
also contact me by facsimile at (202) 772-9203.

Sincerely,



Abby Adams
Special Counsel
Office of Mergers and Acquisitions