SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        RULE 13e-3 TRANSACTION STATEMENT
       (Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
                                 Amendment No. 2
                   Century HillCreste Apartment Investors L.P.
                              (Name of the Issuer)

                   Century HillCreste Apartment Investors L.P.
                     National Partnership Investments Corp.
                          Casden Investment Corporation
                              Charles H. Boxenbaum
                                 Bruce E. Nelson
                                 Henry C. Casden
                                 Alan I. Casden
                      (Name of Person(s) Filing Statement)

                              Depository Interests
                         (Title of Class of Securities)

                                    156545105
                      (CUSIP Number of Class of Securities)

                             STEVEN A. FISHMAN, ESQ.
                               BATTLE FOWLER, LLP
                               75 EAST 55th STREET
                            NEW YORK, NEW YORK 10022
          (Name, Address, and Telephone Number of Person Authorized to
  Receive Notices and Communications on Behalf of Person(s) Filing Statement)
     This Statement is filed in connection with (check the appropriate box):

a. [X] The filing of solicitation materials or an information statement
       subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
       Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ]  None of the above.

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]


                            Calculation of Filing Fee
     Transaction Valuation* $58,500,00       Amount of filing fee $11,700.00

*   For purposes of calculating the filing fee only. The filing fee was,
    calculated in accordance with Rule 0-11 under the Securities Exchange Act of
    1934, as amended, and equals 1/50 of one percent of the value of the cash
    being paid in connection with the transaction.

[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
schedule and the date of its filing.


749731.1


                  CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
                             9090 Wilshire Boulevard
                         Beverly Hills, California 90211

                                 August 21, 1998

                             PROMPT ACTION REQUESTED

      NOTICE OF EXTENSION OF THE SOLICITATION PERIOD TO SEPTEMBER 11, 1998

Dear Unitholder:

National Partnership Investments Corp., a California  corporation,  the managing
general  partner  of  Century   HillCreste   Apartment   Investors,   L.P.  (the
"Partnership"),  has  previously  sent you material  describing and seeking your
consent  to, (i) a proposed  sale (the  "Sale")  of the  Partnership's  315-unit
rental  apartment  complex  located  in  West  Los  Angeles,  California  (  the
"Property") to a real estate  investment trust (or its designated  affiliate) to
be organized by Casden Properties, a California general partnership; and (ii) an
amendment to the  Partnership's  Agreement of Limited  Partnership  necessary to
permit such sale. The Solicitation Period, which originally was to expire August
21,  1998,  has been  extended  until  September  11,  1998 in order to  provide
sufficient time to allow more Unitholders to vote.

YOUR VOTE IS IMPORTANT.  BECAUSE  APPROVAL OF THE SALE REQUIRES THE  AFFIRMATIVE
VOTE OF A  MAJORITY-IN-INTEREST  OF THE OUTSTANDING  DEPOSITORY UNITS OF LIMITED
PARTNERSHIP  INTEREST,  FAILURE  TO VOTE  WILL  HAVE THE SAME  EFFECT  AS A VOTE
AGAINST THE SALE.

To be sure your vote is  represented,  please sign, date and return the enclosed
consent as promptly as  possible.  The proposed  Sale is fully  described in the
previously provided Consent Solicitation  Statement.  Return your signed consent
form either by  facsimile  to  303-705-6171  or in the  enclosed  envelope on or
before September 11, 1998.

In evaluating the proposed Sale, the Unitholders should note that:

         o    Based upon a purchase price for the Property of $58,500,000, which
              is payable in cash, it is anticipated  that the  Partnership  will
              make a  distribution  out of the  proceeds  of the  Sale  and  the
              available  cash of the  Partnership  of  approximately  $8.46  per
              depository  unit,  which amount is anticipated to be sufficient to
              pay any  federal  and  state  income  taxes  that  would be due in
              connection with the Sale. (Unitholders are urged to review the tax
              assumptions described in the Consent Solicitation Statement and to
              consult their tax advisors.)

         o    One of the  Partnership's  original  investment  objectives was to
              dispose  of  the  Property  within  five  to  eleven  years  after
              completion of  construction.  The Sale would allow the Partnership
              to meet this objective.

         o    The   proposed   purchase   price   offered  of   $58,500,000   is
              approximately  16% higher than the appraised value of the Property
              and equals the highest  offer  received from a third party for the
              Property.  The  appraised  value of the  Property  as of March 31,
              1998, as determined by an independent  real estate  appraiser,  is
              $50,400,000.

749731.1






The closing of the Sale is subject to the approval of a majority-in-interest  of
the Unitholders of the Partnership.  If the Unitholders do not approve the Sale,
the Partnership will most likely retain  ownership of the Property.  Unitholders
must separately approve the proposed Sale and the proposed amendment in order to
allow consummation of the Sale.

If you have any questions, or if you would like to request an additional copy of
the Consent Solicitation Statement,  please do not hesitate to contact MacKenzie
Partners,   the  Partnership's   consent   solicitation   agent,  toll  free  at
800-322-2885 or collect at 212-929-5500.

                                      Very truly yours,


                                      National Partnership Investments Corp.


749731.1