_____________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) OF ~~of the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): March ~~August 29~~25, ~~2013~~2014

CENTURY PROPERTIES GROWTH FUND XXII, LP

(Exact name of ~~Registrant~~registrant as specified in its charter)

Delaware	0-13418	94-2939418
DELAWARE		0-13418	94-2939418
(State or other jurisdiction	~~(Commission~~	(~~I.R.S. Employer~~Commission	(IRS Employer
of incorporation)	~~File Number)~~	~~Identification~~File Number)	Identification No.)
80 INTERNATIONAL DRIVE, POST OFFICE BOX 1089 GREENVILLE, SOUTH CAROLINA			29602
(Address of principal executive offices)			(Zip Code)

80Registrant’s ~~International~~telephone ~~Drive~~number, including area code (864) 239-1000

~~Post~~Check ~~Office~~the ~~Box~~appropriate ~~1089~~box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Greenville,~~ Written ~~South~~communications ~~Carolina~~pursuant ~~29602~~to Rule 425 under the Securities Act (17 CFR 230.425)

~~(Address~~ Soliciting ofmaterial ~~principal~~pursuant ~~executive~~to ~~offices~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(~~864~~b) under ~~239~~the Exchange Act (17 CFR 240.14d-~~1000~~2(b))

Pre-commencement communications pursuant to Rule 13e-4(~~Issuer's~~c) under ~~telephone~~the ~~number~~Exchange Act (17 CFR 240.13e-4(c))

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:~~_____________________________________________________________________________________

[ITEM ~~] Written~~8.01. Other ~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230~~Events.~~425)~~

[ As ~~] Soliciting~~previously ~~material~~disclosed, ~~pursuant~~on toAugust ~~Rule~~29, ~~14a-12~~2013, ~~under~~Century ~~the~~Properties ~~Exchange~~Growth ~~Act~~Fund XXII, LP, a Delaware limited partnership (17“CPGF ~~CFR~~XXII”) ~~240~~owns a 100% interest in Wood Creek CPGF 22, L.~~14a-12~~P., a Delaware limited partnership (“Wood Creek”), which is CPGF XXII’s sole remaining investment. On August 29, 2013, Wood Creek sold its sole investment property. On September 6, 2013, in accordance with the terms of CPGF XXII’s partnership agreement, CPGF XXII’s managing general partner completed an evaluation of the cash requirements of CPGF XXII and accordingly, distributed approximately $10,300,000 of the net sale proceeds from the Wood Creek sale to CPGF XXII’s partners.

[On ~~] Pre-commencement~~November ~~communications~~18, 2013, Fox Partners IV, LP, the general partner of CPGF XXII, and Fox Capital Management Corporation, the managing general partner of Fox Partners IV, LP, resolved to dissolve CPGF XXII pursuant to ~~Rule~~CPGF ~~14d-2(b)~~XXII’s ~~under~~partnership agreement and the ~~Exchange~~Delaware ~~Act~~Revised ~~(17~~Uniform ~~CFR~~Limited ~~240.14d-2~~Partnership Act (bthe “Dissolution”)).

[After ~~] Pre-commencement~~carrying ~~communications~~out ~~pursuant~~the steps required by CPGF XXII’s partnership agreement with respect to ~~Rule~~the ~~13e-4~~Dissolution, CPGF XXII filed a Certificate of Cancellation with the Delaware Secretary of State (cthe “Dissolution Filing”) that became effective as of March 25, 2014. Upon the effectiveness of the Dissolution Filing, the Company will close its unit transfer books and discontinue recording transfers of its limited partnership units (“Units”), except for transfers by will, intestate succession or operation of law. From and after the effectiveness of the Dissolution Filing, the Company’s limited partners will have only such rights and obligations as provided under the ~~Exchange~~Delaware Revised Uniform Limited Partnership Act ~~(17~~for ~~CFR~~limited ~~240~~partners of a dissolved partnership.~~13e-4(c))~~

~~Item~~Immediately ~~2.01~~following ~~Completion~~the Dissolution Filing, CPGF XXII intends to file with the Securities and Exchange Commission (the “SEC”) a Certification and Notice of ~~Acquisition~~Termination of Registration Under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) or ~~Disposition~~Suspension of ~~Assets~~Duty to File Reports under Sections 13 and 15(d) of the Exchange Act on Form 15. CPGF XXII will file the Form 15 to terminate the registration under section 12(g) of the Exchange Act of CPGF XXII’s Units. The Form 15 will also notify the SEC of the suspension of the Company’s periodic reporting obligation under Section 15(d) of the Exchange Act.

Century Properties Growth Fund XXII, LP, a Delaware limited partnership (the “Registrant”), owns a 100% interest in Wood Creek CPGF 22, L.P., a Delaware limited partnership (the “Partnership”). The Partnership owned Wood Creek Apartments (“Wood Creek”), a 432-unit apartment complex located in Mesa, Arizona. On August 29, 2013, the Partnership sold Wood Creek to a third party, Hamilton Zanze & Company, a California corporation (the “Purchaser”), for a total sales price of $34,000,000, less credits to the Purchaser of $1,975,000 for capital improvements and approximately $183,000 as a loan prepayment premium waiver. Wood Creek was the Partnership’s sole investment property and the Registrant’s interest in the Partnership was its sole remaining investment.SIGNATURE

In Pursuant ~~accordance~~to ~~with~~ the ~~terms~~requirements of the ~~Registrant’s~~Securities ~~partnership~~Exchange ~~agreement,~~Act ~~the Registrant’s managing general partner has completed an evaluation~~ of ~~the~~1934, ~~cash~~as ~~requirements~~amended, of the Registrant ~~and~~has ~~accordingly,~~duly ~~will~~caused ~~distribute~~this ~~approximately~~report ~~$10,300,000~~to ofbe ~~the~~signed ~~net~~on ~~sale~~its ~~proceeds~~behalf toby the ~~Registrant’s~~undersigned ~~partners.~~hereunto duly authorized.

SIGNATURE

	CENTURY PROPERTIES GROWTH FUND XXII, LP

Date: March 27, 2014	By:	FOX PARTNERS IV
		Its General Partner

	By:		FOX CAPITAL MANAGEMENT CORPORATION
			Its Managing General Partner

	By:		/s/ Stephen B. Waters Stephen B. Waters Senior Director of Partnership Accounting

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTURY PROPERTIES GROWTH FUND XXII, LP

By: FOX PARTNERS IV

General Partner

By: FOX CAPITAL MANAGEMENT CORPORATION

Managing General Partner

By: /s/Stephen B. Waters

Stephen B. Waters

Senior Director of Partnership Accounting

Date: September 5, 2013

Filing Compare · CENTURY PROPERTIES GROWTH FUND XXII