SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§240.13d-2(a)

(Amendment No. 31 )

Century Properties Growth Fund XXII

(Name of Issuer)

Limited Partnership Units

(Title of Class of Securities)

None

(CUSIP Number)

Martha L. Long
Apartment Investment and Management Company
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 29602
(864) 239-1000

with a copy to:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 S. Grand Ave., Suite 3400
Los Angeles, CA 90071
(213) 687-5396

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

September 18, 2008

(Date of Event Which Requires Filing of This Statement)

      If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

(Continued on following pages)
(Page 1 of 10 Pages)

CUSIP No. Not Applicable  Page 2 of 10 Pages

1	NAMES OF REPORTING PERSONS: AIMCO PROPERTIES, L.P.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	84-1275721
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			54,702.50 Units
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER:
			54,702.50 Units
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	54,702.50 Units
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	66.03%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

CUSIP No. Not Applicable  Page 3 of 10 Pages

1	NAMES OF REPORTING PERSONS: AIMCO-GP, INC.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			54,702.50 Units
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER:
			54,702.50 Units
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	54,702.50 Units
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	66.03%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	CO

CUSIP No. Not Applicable  Page 4 of 10 Pages

1	NAMES OF REPORTING PERSONS: APARTMENT INVESTMENT AND MANAGEMENT COMPANY
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	84-1259577
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Maryland
		7	SOLE VOTING POWER:
NUMBER OF
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			54,702.50 Units
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER:
			54,702.50 Units
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	54,702.50 Units
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	66.03%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	CO

CUSIP No. Not Applicable  Page 5 of 10 Pages

1	NAMES OF REPORTING PERSONS: AIMCO IPLP, L.P.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			17,341.50 Units
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER:
			17,341.50 Units
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	17,341.50 Units
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	20.93%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

CUSIP No. Not Applicable  Page 6 of 10 Pages

1	NAMES OF REPORTING PERSONS: AIMCO/IPT, INC.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			17,341.50 Units
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER:
			17,341.50 Units
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	17,341.50 Units
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	20.93%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	CO

CUSIP No. Not Applicable  Page 7 of 10 Pages

1	NAMES OF REPORTING PERSONS: IPLP ACQUISITIONS I, LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			5,459 Units
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER:
			5,459 Units
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	5,459 Units
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	6.59%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	OO

CUSIP No. Not Applicable  Page 8 of 10 Pages

     This Amendment No. 31 (this “Amendment”) amends the Statement on Schedule 13D (as amended, the “Statement”) filed previously with the Securities and Exchange Commission by AIMCO Properties, L.P., AIMCO-GP, Inc., Apartment Investment and Management Company, AIMCO IPLP, L.P., AIMCO/IPT, Inc. and IPLP Acquisition I, LLC (collectively, the “Reporting Persons”).

Item 4. Purpose of Transaction

Item 4 is hereby supplemented by the addition of the following information:

Fox Partners IV, a California general partnership (the “General Partner”), is the general partner of the issuer, Century Properties Growth Fund XXII, a California limited partnership (the “Partnership”). The General Partner is an affiliate of the Reporting Persons. On September 18, 2008, the General Partner proposed that the Partnership change its domicile from California to Delaware (the “Redomestication”). The General Partner proposes to effect the Redomestication through a merger of the Partnership with and into Century Properties Growth Fund XXII, LP, a Delaware limited partnership (the “Delaware Partnership”), with the Delaware Partnership as the surviving entity in the merger.

In the merger, each unit of limited partnership interest in the Partnership would be converted into an identical unit of limited partnership in the Delaware Partnership and the general partner’s interest in the Partnership would be converted into an equivalent interest in the Delaware Partnership. All interests in the Delaware Partnership outstanding immediately prior to the merger would be cancelled in the merger. The voting and other rights of the limited partners provided for in the Partnership’s existing Limited Partnership Agreement would not be changed as a result of the merger.

In the merger, the Partnership’s existing Limited Partnership Agreement would be adopted as the partnership agreement of the Delaware Partnership, with the following changes: (i) references therein to the California Uniform Limited Partnership Act would be amended to refer to the Delaware Revised Uniform Limited Partnership Act; (ii) a description of the merger would be added; (iii) the name of the partnership would be changed to “Century Properties Growth Fund XXII, LP” and (iv) a provision would be added that would give the general partner authority to establish different designated series of limited partnership interests that would have separate rights with respect to specified partnership property, and profits and losses associated with such specified property.

The merger must be approved by the general partner of the Partnership and a majority in interest of the limited partners. The general partner’s affiliates (including the Reporting Persons), which own a majority of the outstanding units of limited partnership interest in the Partnership, have indicated that they intend to take action by written consent to approve the merger as soon as practicable at least 20 calendar days after an Information Statement has been distributed to limited partners of the Partnership. As a result, approval of the merger is assured, and no other limited partner’s consent to the merger would be required.

Item 5. Interest in Securities of the Issuer

     (a) – (b) The information in lines 7 through 11 and 13 of each Reporting Person’s cover page is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Exhibit 7.1 Agreement of Joint Filing, dated September 18, 2008

CUSIP No. Not Applicable  Page 9 of 10 Pages

SIGNATURE

     After reasonable 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: September 18, 2008

AIMCO PROPERTIES, L.P.
By:	AIMCO-GP, INC. (General Partner)
AIMCO-GP, INC.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO IPLP, L.P.
By:	AIMCO/IPT, Inc.
	(General Partner)
AIMCO/IPT, INC.
IPLP ACQUISITIONS I, LLC
By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President
	of each of the foregoing entities

EX-99.7.1

CUSIP No. Not Applicable  Page 10 of 10 Pages

AGREEMENT OF JOINT FILING

     The parties listed below agree that the Amendment No. 31 to Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of them shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: September 18, 2008

AIMCO PROPERTIES, L.P.
By:	AIMCO-GP, INC.
	(General Partner)
AIMCO-GP, INC.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO IPLP, L.P.
By:	AIMCO/IPT, Inc.
	(General Partner)
AIMCO/IPT, INC.
IPLP ACQUISITIONS I, LLC
By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President
	of each of the foregoing entities