EXHIBIT 3.5

                           CENTURY PROPERTIES FUND XIX

                                AMENDMENT TO THE
               AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

         This AMENDMENT (this "Amendment") dated as of September 29, 2003, to
the AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CENTURY PROPERTIES
FUND XIX, a California limited partnership, (the "Partnership Agreement") is
entered into by the undersigned.

                                   WITNESSETH:

         WHEREAS, pursuant to Section 16.2 of the Partnership Agreement, Limited
Partners by a Majority Vote have consented in writing to this Amendment to the
Partnership Agreement; and

         WHEREAS, pursuant to the Partnership Agreement the General Partner may
execute this Amendment to the Partnership Agreement on behalf of the Partnership
and the Limited Partners;

         NOW, THEREFORE, the parties agree as follows:

         1.   Section 4.3 of the Partnership Agreement is hereby amended to read
              in its entirety as follows:

              "The Partnership shall commence on the date of filing of the
              certificate of limited partnership for the Partnership and shall
              continue until December 31, 2024, unless previously terminated in
              accordance with the provisions of this Partnership Agreement."

         2. Except as amended and modified by this Amendment, all other terms of
the Partnership Agreement shall remain unchanged.

         3. This Amendment shall be governed by and construed as to validity,
enforcement, interpretations, construction, effect and in all other respects by
the internal laws of the State of the jurisdiction of formation of the
Partnership.

         4. All capitalized terms used herein but not otherwise defined herein
shall have the meanings ascribed to them in the Partnership Agreement.





         IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and their respective signatures to be hereunto affixed and attested,
all as of the day and year first above written.

                            GENERAL PARTNER

                            Fox Partners II

                                By:  Fox Capital Management Corporation,
                                     its Managing General Partner


                                     By: /s/ Patrick J. Foye
                                        --------------------------------
                                        Name:  Patrick J. Foye
                                        Title: Executive Vice President


                            LIMITED PARTNERS

                            By: Fox Partners II, as attorney-in fact pursuant
                                to the power of attorney provided in Section
                                20 of the Partnership Agreement.

                                By:  Fox Capital Management Corporation, its
                                     Managing General Partner


                                     By: /s/ Patrick J. Foye
                                        --------------------------------
                                        Name:  Patrick J. Foye
                                        Title: Executive Vice President