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
(Amendment No. 1)
_______________________

CENTURY PROPERTIES GROWTH FUND XXII
(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 (Amendment No. 1) of DeForest Ventures I L.P. filed with 
respect to the Units of Limited Partnership Interest of Century 
Properties Growth Fund XXII, a California limited partnership, 
beneficially owned by DeForest Ventures I L.P.


_________________________________________________________________
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

              16,940 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)

              20.45%
_________________________________________________________________
10.  Type of Reporting Person (See Instructions)

              PN



     This Amendment No. 2 further amends and supplements the 
Tender Offer Statement on Schedule 14D-1, dated June 2, 1995, 
filed by DeForest Ventures I L.P., a Delaware corporation (the 
"Purchaser"), relating to the Purchaser's offer to purchase up to 
26,236 outstanding Units of Limited Partnership Interest of 
Century Properties Growth Fund XXII, a California limited 
partnership, at $87.80 per Unit, upon the terms and subject to 
the conditions set forth in the Offer to Purchase (the "Offer").  


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 the 2,396 Units purchased pursuant to the Offer, 
excluding related fees and expenses, was $210,368.80.

Item 6.  Interest in Securities of the Subject Company.

    Item 6 is hereby amended to add the following: 

    The Offer by the Purchaser to purchase up to 26,236 
outstanding Units expired at 12:00 midnight, New York City time, 
on Friday, June 30, 1995.  Pursuant to the Offer, the Purchaser 
purchased 2,396 Units, constituting approximately 2.89% of the 
outstanding Units.  


                            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:  July 10, 1995

                            DEFOREST VENTURES I L.P.

                            By:  DeForest Capital I Corporation,
                                 its General Partner  

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