8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 22, 2006

CENTURY PROPERTIES FUND XIX

(Exact name of Registrant as specified in its charter)

            California

   0-11935

  94-2887133

(State or other jurisdiction

(Commission

     (I.R.S. Employer

   of incorporation or

File Number)

  Identification Number)

           organization)

55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

(864) 239-1000

(Registrant's telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

Century Properties Fund XIX, a California limited partnership  (the “Registrant”), owns Sandspoint Apartments (“Sandspoint”), a 432-unit apartment complex located in Phoenix, Arizona.  As previously disclosed, on February 20, 2006 (the “Effective Date”), the Registrant entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, FF Realty LLC, a Delaware limited liability company (the “Purchaser”), to sell Sandspoint to the Purchaser for a total sales price of $26,400,000.

On March 22, 2006, the Registrant and the Purchaser entered into an amendment to the Purchase Agreement, a copy of which is attached as an exhibit, to reduce the purchase price to $25,700,000.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

10.32

First Amendment to the Purchase and Sale Contract between Century Properties Fund XIX, a California limited partnership, and FF Realty LLC, a Delaware limited liability company, dated March 22, 2006.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTURY PROPERTIES FUND XIX

By:

FOX PARTNERS II

General Partner

By:

FOX CAPITAL MANAGEMENT CORPORATION

Managing General Partner

By:

/s/Martha L. Long

Martha L. Long

Senior Vice President

Date:  March 28, 2006

EX-1

Exhibit 10.32

AMENDMENT OF

PURCHASE AND SALE CONTRACT

THIS AMENDMENT OF PURCHASE AND SALE CONTRACT (this “Amendment”) is entered into effective as of the 22^nd day of March 2006, by and between CENTURY PROPERTIES FUND XIX, a California limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller"), and FF REALTY LLC, a Delaware limited liability company, having a principal address at 5510 Morehouse Drive, Suite 200, San Diego, California  92121 ("Purchaser").

RECITALS

A.

Seller and Purchaser entered into that certain Purchase and Sale Contract dated as of February 20th, 2006 (the “Contract”), regarding real property located in Maricopa County, Arizona and more particularly described in the Contract.

B.

Seller and Purchaser have agreed to modify the terms of the Contract as set forth in this Amendment.

C.

All capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Contract.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller and Purchaser agree as follows:

AGREEMENTS

1.

Purchase Price Reduction.  For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller hereby agrees to reduce the Purchase Price by the sum of $700,000.00 in consideration for Purchaser accepting the Property in its “AS-IS” condition, with all faults.  Consequently, Section 2.2 of the Contract is hereby modified and amended by deleting therefrom “$26,400,000.00” and inserting in lieu thereof “$25,700,000.00” such that for all purposes under the Contract, the Purchase Price is $25,700,000.00.

2.

Expiration of Feasibility Period.  Purchaser hereby acknowledges and agrees that the Feasibility Period has expired, and that all contingencies relating to the Feasibility Period, as more particularly set forth in Section 3.2, have been waived by Purchaser as of the date of this Amendment.  Additionally, Purchaser hereby acknowledges and agrees that all contingencies relating to Purchaser’s review of the Title Commitment and Survey, as more particularly set forth in Section 4.1, Section 4.2. and Section 4.3 of the Contract, have been waived by Purchaser as of the date of this Amendment; provided, however, Seller shall perform its obligations with respect to the items noted in paragraphs 4 through 8, inclusive, in that certain Response Notice dated March 16, 2006.

3.

Additional Deposit.  Prior to 5:00 p.m. (in the time zone in which Escrow Agent is located) on March 22^nd, 2006, Purchaser shall deliver the Additional Deposit in the amount of $200,000.00 to Escrow Agent, which shall be held and disbursed by Escrow Agent pursuant to the terms of the Contract.

4.

Effectiveness of Contract.  Except as modified by this Amendment, all the terms of the Contract shall remain unchanged and in full force and effect.

5.

Counterparts.  This Amendment may be executed in multiple counterparts, and all such counterparts together shall be construed as one document.

6.

Telecopied Signatures.  A counterpart of this Amendment signed by one party to this Amendment and telecopied to another party to this Amendment or its counsel (i) shall have the same effect as an original signed counterpart of this Amendment, and (ii) shall be conclusive proof, admissible in judicial proceedings, of such party's execution of this Amendment.

[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, Seller and Purchaser have entered into this Amendment as of the date first above stated.

Seller:

CENTURY PROPERTIES FUND XIX,
a California limited partnership

By:

Fox Partners II,
a California general partnership,
its sole general partner

By:

Fox Capital Management Corporation,
a California corporation,
its managing partner

By:/s/Kris Vercauteren

Name: Kris Vercauteren
Title: Vice President

[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]

[SIGNATURES CONTINUED FROM THE PREVIOUS PAGE]

Purchaser:

FF REALTY LLC, a Delaware limited liability company

By:

FF Properties, Inc., a Delaware corporation,
Its Manager

By:/s/Gregory R. Pinkalla

Its: Senior Vice President