SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                      _______________________

                          SCHEDULE 14D-1
           Tender Offer Statement Pursuant to Section 14(d)(1)
              of the Securities Exchange Act of 1934
                          Amendment No. 2
                         (Final Amendment)

                                and 

                           SCHEDULE 13D
                  under the Securities Exchange Act of 1934
                         _______________________

                       CENTURY PROPERTIES FUND XIX
                        (Name of Subject Company)

                         DEFOREST VENTURES I L.P.
                                (Bidder)

                     UNITS OF LIMITED PARTNERSHIP INTEREST
                              (Title of Class
                                of Securities)

                                  NONE
                           (CUSIP Number of Class
                                of Securities)
                           _______________________

        Michael L. Ashner                    Copy to:
 DeForest Capital I Corporation           Mark I. Fisher
     100 Jericho Quadrangle              Rosenman & Colin
            Suite 214                   575 Madison Avenue
  Jericho, New York  11735-2717   New York, New York  10022-2585
         (516) 822-0022                   (212) 940-8877

                 (Name, Address and Telephone Number of
                Person Authorized to Receive Notices and
                   Communications on Behalf of Bidder)

     This Statement also constitutes the Statement on Schedule 13D of
DeForest Ventures I L.P. filed with respect to the Units of Limited
Partnership Interest of Century Properties Fund XIX, a California
limited partnership, beneficially owned by DeForest Ventures I L.P.


 
CUSIP No.     None
                                                                 
1.  Name of Reporting Person
    S.S. or I.R.S. Identification No. of Above Person

              DeForest Ventures I L.P. 
              I.R.S. I.D. No. 11-3230287
                                                                 
2.  Check the Appropriate Box if a Member of a Group
    (See Instructions)
                                                           (a)  []

                                                           (b)  []
                                                                 
3.  SEC Use Only



                                                                 
4.  Sources of Funds (See Instructions)

              WC; OO
                                                                 
5.  Check Box if Disclosure of Legal Proceedings is
    Required Pursuant to Items 2(e) of 2(f)

                                                                []
                                                                 
6.  Citizenship or Place of Organization

              Delaware
                                                                 
7.  Aggregate Amount Beneficially Owned by Each Reporting
    Person

              20,227.66 Units
                                                                 
8.  Check Box if the Aggregate Amount in Row (7) Excludes
    Certain Shares (See Instructions)

                                                                []
                                                                 
9.  Percent of Class Represented by Amount in Row (7)

              22.7%
                                                                 
10. Type of Reporting Person (See Instructions)

              PN

      This Amendment No. 2 amends and supplements the Tender Offer
Statement on Schedule 14D-1, dated October 17, 1994, filed by
DeForest Ventures I L.P., a Delaware corporation (the "Purchaser"),
relating to the Purchaser's offer to purchase up to 34,377
outstanding Units of Limited Partnership Interest of Century
Properties Fund XIX, a California limited partnership, at $60 per
Unit, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase.


Item 4.   Source and Amount of Funds.

     Item 4 is hereby amended to add the following:

     The total amount of funds required by the Purchaser to

purchase 20,227.66 Units purchased pursuant to the Offer, excluding

related fees and expenses, was $1,213,659.60.

Item 6.   Interest in Securities of the Subject Company.

     Item 6 is hereby amended to add the following: 

     The Offer by the Purchaser for up to 34,377 outstanding Units

expired at 12:00 midnight, New York City time, on Tuesday, November

29, 1994.  Pursuant to the Offer, the Purchaser purchased 20,227.66

Units, constituting approximately 22.7% of the outstanding Units.

Item 11.  Material to be Filed as Exhibits.

     Item 11 is hereby amended to add the following:

          (b)(2)    Master Agreement, dated as of November 21,
                    1994, among DeForest Capital II Corporation,
                    DeForest Ventures II L.P., NPI-AP Management,
                    L.P., National Property Investors, Inc. and
                    Kidder Peabody Mortgage Capital Corporation,
                    as supplemented by a letter agreement, dated
                    November 30, 1994, between the signatories to
                    the Master Agreement and DeForest Ventures I
                    L.P.

          (b)(3)    Loan Agreement, dated as of November 30, 1994,
                    between DeForest Ventures I L.P. and Kidder
                    Peabody Mortgage Capital Corporation.


                            Signatures        

     After due inquiry and to the best of my knowledge and belief,

I certify that the information set forth in this statement is true,

complete and correct.

Dated:  November 30, 1994


                              DEFOREST VENTURES I L.P.
                              By:  DeForest Capital I Corporation,
                                   its General Partner  


                              By:   /s/ Michael L. Ashner       
                                   Name:   Michael L. Ashner
                                   Title:  President