UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q
 
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998
 


                         Commission File Number 1-14179

                            INSIGNIA PROPERTIES TRUST
             (Exact Name of Registrant as Specified in Its Charter)
 

       Maryland                                         57-1045190
(State of Incorporation)                   (I.R.S. Employer Identification No.)

   One Insignia Financial Plaza, P.O. Box 19059
              Greenville, SC                              29602
   (Address of Principal Executive Offices)             (Zip Code)


                                 (864) 239-1300
              (Registrant's Telephone Number, Including Area Code)





Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes No X .

  At November 6, 1998, the Registrant had 23,482,538 Common Shares outstanding.


<PAGE>


                            INSIGNIA PROPERTIES TRUST

                                    FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998


                                      INDEX



                                                                           Page
PART I - FINANCIAL INFORMATION
   Item 1.  Financial Statements..........................................   1
      Condensed Consolidated Balance Sheets
        as of September 30, 1998 and December 31, 1997....................   1
      Condensed Consolidated Statements of Income
        for the Three and Nine Months Ended September 30, 1998 and 1997 ..   2
      Condensed Consolidated Statements of Shareholders' Equity
        for the Nine Months Ended September 30, 1998......................   3
      Condensed Consolidated Statements of Cash Flow
        for the Nine Months Ended September 30, 1998 and 1997.............   4
      Notes to Condensed Consolidated Financial Statements................   6
   Item 2.  Management's Discussion and Analysis of
                 Financial Condition and Results of Operations............  18

PART II - OTHER INFORMATION
      Item 1.  Legal Proceedings..........................................  23
      Item 4.  Submission of Matters to a Vote of Security Holders........  23
      Item 6.  Exhibits and Reports on Form 8-K...........................  23

SIGNATURES................................................................  24






<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements

a)  Balance Sheets

                            INSIGNIA PROPERTIES TRUST
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)
<TABLE>
<CAPTION>

                                                    September 30,   December 31,
                                                         1998          1997
                                                     (Unaudited)

Assets
<S>                                                    <C>           <C>     
 Cash and cash equivalents                             $ 56,085      $ 37,432
 Distributions receivable from real estate 
   limited partnerships                                  11,135            --
 Investments in real estate limited partnerships        183,072       159,469
 Apartment properties, net of depreciation               44,488        22,357
 Mortgage notes receivable                               20,916            --
 Promissory notes receivable                                508            --
 Other assets                                             5,907         6,810
 Total assets                                          $322,111      $226,068

Liabilities and Shareholders' Equity
 Liabilities:
   Accounts payable - Due to Insignia                  $     94      $    841
   Distribution payable - Insignia                        1,590         1,260
   Distributions payable                                  3,751         2,786
   Accrued expenses                                       3,459         1,222
   Non-recourse mortgage notes payable                   29,002        19,300
   Note payable                                          30,000            --  
 Total liabilities                                       67,896        25,409

 Minority interest in Operating Partnership              58,849        54,447

 Shareholders' Equity:
   Common shares, par value $.01 per share - 
     authorized 400,000,000 shares, 23,446,538 issued  
     and outstanding (1998) and 18,573,151 issued and 
     outstanding (1997)                                     235           186
   Additional paid-in capital                           198,025       145,594
   Unearned compensation                                 (4,974)           --
   Accumulated earnings in excess of distributions        2,080           432
 Total shareholders' equity                             195,366       146,212

Total liabilities and shareholders' equity             $322,111      $226,068

<FN>

NOTE:The Balance  Sheet at December  31, 1997 has been  derived from the audited
     financial  statements at that date but does not include all the information
     and footnotes  required by generally  accepted  accounting  principles  for
     complete financial statements.
                                                                                                                 
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>


<PAGE>

b)  Statements of Income
                            INSIGNIA PROPERTIES TRUST
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                 (in thousands, except share and per share data)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                        Three Months Ended    Nine Months Ended
                                           September 30,         September 30,
                                         1998       1997       1998       1997
Revenues
<S>                                    <C>        <C>        <C>        <C>    
  Apartment rentals                    $ 1,997    $ 1,712    $ 5,624    $ 4,941
  Equity earnings - limited partner 
   interest                              3,929      2,070     12,026      5,063
  Other                                    689        647      1,942      1,140
                                         6,615      4,429     19,592     11,144
Costs and expenses
  Apartment property operating expenses    849        819      2,585      2,336
  Apartment property interest              439        370      1,267      1,114
  Apartment property depreciation          304        245        904        725
  Administrative                         1,188        368      1,763        921
  Amortization                             111         96        387        148
  Other interest                           226          5        432         47
                                         3,117      1,903      7,338      5,291
                                                                                     
Operating income                         3,498      2,526     12,254      5,853

Equity earnings - gain on sale of 
  properties                               116         --      5,888         --  

Income before minority interest and                                            
 extraordinary item                      3,614      2,526     18,142      5,853
Minority interest in consolidated
  Subsidiaries and the Operating 
    Partnership                         (1,258)      (844)    (6,622)    (2,923)

Income before extraordinary item         2,356      1,682     11,520      2,930
Equity earnings - extraordinary loss  
  from property refinancings (net of  
  minority interest)                       (36)        --       (293)        --

Net income                             $ 2,320    $ 1,682    $11,227    $ 2,930

Net income per share - basic and diluted
  Income before extraordinary item     $   .12    $   .10    $   .60    $   .21
  Extraordinary item                        --         --       (.01)        --
  Net income                           $   .12    $   .10    $   .59    $   .21

  Distributions declared per Common 
    Share                              $   .16         --    $   .46         --

  Weighted average Common Shares
   outstanding  - basic             19,529,313 17,212,270 19,080,809 13,449,712
  Weighted average Common Shares
   outstanding - diluted            19,606,172 17,212,270 19,157,668 13,449,712

<FN>



_______________________________________________________________________________
See Notes to Condensed Consolidated Financial Statement.
</FN>
</TABLE>


<PAGE>

c)  Statements of Shareholders' Equity

                            INSIGNIA PROPERTIES TRUST
            CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                        (in thousands, except share data)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                            Accumulated
                                                            Earnings In  Total
                                       Additional  Unearned  Excess of   Share-
                                Common   Paid-In    Compen-   Distri-   holders'
                                Shares   Capital    sation    butions   Equity

<S>                 <C> <C>     <C>     <C>       <C>        <C>       <C>     
Balance at December 31, 1997    $ 186   $145,594  $     --   $   432   $146,212
 Issuance of 4,363,387                                                                 
   Common Shares                   44     46,666        --        --     46,710
 Issuance of 548,000
   restricted Common Shares         5      5,765    (4,974)       --        796
 Distributions declared and paid   --         --        --    (5,828)    (5,828)
 Distributions declared            --         --        --    (3,751)    (3,751)
 Net income for 1998               --         --        --    11,227     11,227
Balance at September 30, 1998   $ 235   $198,025  $ (4,974)  $ 2,080   $195,366





























<FN>

_______________________________________________________________________________
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>


<PAGE>

d)  Statements of Cash Flow
                            INSIGNIA PROPERTIES TRUST
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                 (in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                              Nine Months Ended
                                                                 September 30,
                                                               1998       1997
Operating Activities
<S>                                                          <C>        <C>    
  Net income                                                 $11,227    $ 2,930
  Adjustments to reconcile net income to net cash
  provided by operations:
   Amortization of organization and formation costs              387        148
   Amortization of loan costs                                    268         --
    Apartment property depreciation                              904        725
    Equity earnings - partnership investments                (12,026)    (5,063)
    Equity earnings - gain on sale of properties              (5,888)        --
    Equity earnings - extraordinary loss from property 
    refinancings                                                 293         --
    Non-cash compensation                                        796         --
    Minority interests in the Operating Partnership and     
      consolidated Subsidiaries                                6,622      2,923
    Changes in operating assets and liabilities:
      Other assets                                              (115)      (212)
      Accounts payable and accrued expenses                       66       (224)
  Net cash provided by operating activities                    2,534      1,227

Investing Activities
  Additions to apartment property                               (395)      (171)
  Organizational and formation costs                              (5)    (1,737)
  Cash received in connection with AMIT merger                13,423         --
  Purchase of real estate limited partnership interests      (29,292)    (2,171)
  Investment in apartment property, net of acquired cash      (3,804)        --
  Funding of notes receivable                                   (275)        --
  Distributions from partnerships                             18,656     12,219
  Merger costs                                                (1,402)    (1,011)
    Net cash (used in) provided by investing activities       (3,094)     7,129

Financing Activities
  Proceeds from issuance of Common Shares                         --     52,420
  Repayments of non-recourse mortgage notes                      (16)        --
  Payments on note payable                                        --     (1,080)
  Proceeds from note payable                                      --        650
  Draw on line of credit                                      30,000         --
  Proceeds from refinancing of non-recourse mortgage note      2,660         --
  Distributions made to minority investors of NPI 4             (494)    (1,420)
  Loan costs paid                                                (83)        --
  Distributions paid to Insignia by Operating Partnership     (4,240)    (4,077)
  Distributions paid to common shareholders                   (8,614)    (5,880)
    Net cash provided by financing activities                 19,213     40,613

Increase in cash and cash equivalents                         18,653     48,969
Cash and cash equivalents at beginning of period              37,432      4,928
Cash and cash equivalents at end of period                   $56,085    $53,897

<FN>
                                                                                                              
See Notes to Condensed Consolidated Financial Statements.

</FN>
</TABLE>


<PAGE>

d) Statements of Cash Flow (continued)

                            INSIGNIA PROPERTIES TRUST
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                 (in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                             Nine Months Ended
                                                                September 30,
                                                             1998         1997
Supplemental disclosure of non-cash financing
  and investing activities
Issuance of Common Shares and operating partnership 
<S>                                                        <C>          <C>    
  units in exchange for limited partner interests          $ 6,656      $12,749

Accrual of distributions to be received from the 
  investment real estate limited partnerships               11,135           --

Issuance of Common Shares in connection with the 
  merger of AMIT*                                           43,081           --

Application and reclassification of capitalized 
  merger costs to the purchase price of AMIT                 3,573           --

<FN>

*    In connection with the AMIT merger, IPT received approximately  $13,423,000
     in cash. Therefore,  the net non-cash adjustment to the cash flow statement
     is  approximately  $29,658,000.  See Note 4 to the  Condensed  Consolidated
     Financial Statements for a more complete discussion of the AMIT merger.

</FN>
</TABLE>























                                                                               
See Notes to Condensed Consolidated Financial Statements.


<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                               September 30, 1998


1.   Organization and Basis of Presentation

          Insignia  Properties Trust ("IPT" or the "Company") is a Maryland real
     estate investment trust formed in 1996 by Insignia Financial Group, Inc., a
     Delaware Corporation ("Insignia"),  for the purpose of acquiring and owning
     interests in  multifamily  residential  properties,  including  limited and
     general  partner  interests  in  partnerships  which hold such real  estate
     properties.  IPT has been organized and is operated in a manner that allows
     it to be  taxed  as a real  estate  investment  trust  ("REIT")  under  the
     Internal Revenue Code of 1986, as amended.  IPT is the sole general partner
     of Insignia  Properties,  L.P., a Delaware  limited  partnership  ("IPLP"),
     which is IPT's operating  partnership.  Insignia (now Apartment  Investment
     and Management  Company, a Maryland  corporation  ("AIMCO"),  following the
     merger  of  Insignia  with  and into  AIMCO - See  Note 6 to the  Condensed
     Consolidated  Financial  Statements)  is  the  designated  special  limited
     partner of IPLP,  and  Insignia  Capital  Corporation  (now a  wholly-owned
     subsidiary  of AIMCO as a result of the  merger of  Insignia  with and into
     AIMCO) is the other limited partner of IPLP. IPT's Common Shares are listed
     on the American Stock Exchange under the symbol "FFO".

          Substantially all of IPT's assets consist of (i) interests in entities
     which  comprise or control  the  managing  general  partners of real estate
     limited partnerships (the "IPT Partnerships"),  which interests are held by
     IPT directly or through  wholly-owned  subsidiaries,  (ii) limited  partner
     interests in the IPT  Partnerships,  which interests are held through IPLP,
     and  (iii)  the  assets  acquired  in the AMIT  Merger  (See  Note 4 to the
     Condensed Consolidated  Financial  Statements),  including ten wholly-owned
     real  estate  assets,  some of which are held by IPT  directly  and some of
     which are held through IPLP. At September  30, 1998,  the IPT  Partnerships
     owned, in the aggregate,  339 properties  containing  approximately  70,000
     residential  apartment units and  approximately  5.9 million square feet of
     commercial  space.  IPT's  ownership  share of these  assets is included in
     "Investments  in  real  estate  limited   partnerships"  on  the  Condensed
     Consolidated Balance Sheet.

          The accompanying unaudited condensed consolidated financial statements
     have  been  prepared  in  accordance  with  generally  accepted  accounting
     principles for interim  financial  information and with the instructions to
     Form  10-Q and  Article  10 of  Regulation  S-X.  Accordingly,  they do not
     include all of the  information  and notes  required by generally  accepted
     accounting principles for complete financial statements.  In the opinion of
     management,  all  adjustments  (consisting  of normal  recurring  accruals)
     considered necessary for a fair presentation have been included.  Operating
     results for the three and nine month periods  ended  September 30, 1998 are
     not necessarily indicative of the results that may be expected for the year
     ended December 31, 1998. For further information, refer to the consolidated
     financial   statements   and  notes  thereto   included  in  the  Company's
     Registration  Statement  on Form  S-4  filed  August  10,  1998,  File  No.
     333-53815.

          Certain  amounts from 1997 have been  reclassified to conform with the
     1998 presentation.

2.   Earnings Per Share

          In 1997, the Financial  Accounting Standard Board issued Statement No.
     128, Earnings per Share  ("Statement No. 128").  Statement No. 128 replaced
     the calculation of primary and fully diluted  earnings per share with basic
     and diluted earnings per share.  Unlike primary  earnings per share,  basic
     earnings per share excludes any dilutive  effects of options,  warrants and
     convertible  securities.  Diluted earnings per share is very similar to the
     previously reported fully diluted earnings per share.

<PAGE>

          Earnings per share is computed based on the weighted average number of
     outstanding common shares of beneficial interest of IPT, par value $.01 per
     share ("Common  Shares").  An IPLP  partnership  interest is not considered
     dilutive because the allocation of earnings to an IPLP partnership interest
     is equivalent to a Common Share.
<TABLE>
<CAPTION>

                                         Three Months Ended    Nine Months Ended
                                           September 30,         September 30,
                                          1998       1997       1998       1997
                                           (in thousands, except share 
                                                and per share data)

Numerator - basic and diluted
<S>                                     <C>        <C>        <C>        <C>    
 Income before extraordinary item       $ 2,356    $ 1,682    $11,520    $ 2,930
 Extraordinary loss                         (36)        --       (293)        --
 Net income                             $ 2,320    $ 1,682    $11,227    $ 2,930
Denominator
 Denominator for basic earnings 
   per share - weighted average  
   Common Shares                     19,529,313 17,212,270 19,080,809 13,449,712
 Effect of dilutive securities -                                                     
   Restricted shares and options         76,859        --      76,859         --
 per share -
  Adjusted weighted average Common 
  Shares and assumed conversions     19,606,172 17,212,270 19,157,668 13,449,712

Earnings per Common Share - basic 
and diluted
  Income before extraordinary item      $   .12    $   .10    $   .60    $   .21
  Extraordinary loss                         --         --       (.01)        --
  Net income                            $   .12    $   .10    $   .59    $   .21
                                                                                                       
</TABLE>


3.   1998 Acquisitions

     Tender Offers

          In December 1997, a wholly-owned  subsidiary of IPLP commenced  tender
     offers to purchase units of limited  partner  interest in the following IPT
     Partnerships: Multi-Benefit Realty Fund '87-1, Century Properties Fund XIV,
     Century  Properties Fund XV, Century  Properties  Fund XVIII,  Consolidated
     Capital  Growth  Fund,  Consolidated  Capital  Institutional  Properties/3,
     Consolidated Capital Properties V,  Johnstown/Consolidated  Income Partners
     and Shelter  Properties  VII.  These tender  offers  expired in January and
     February 1998,  with IPLP  acquiring  additional  units of limited  partner
     interest  in these  partnerships  for a total cost,  including  acquisition
     costs, of approximately $11.4 million.
 
          In April 1998, a  wholly-owned  subsidiary  of IPLP  commenced  tender
     offers to purchase units of limited  partner  interest in the following IPT
     Partnerships:  Angeles Income Properties,  Ltd. II, Angeles Partners IX and
     Angeles  Partners XII. These tender offers  expired in May 1998,  with IPLP
     acquiring units of limited  partner  interest in these  partnerships  for a
     total cost, including acquisition costs, of approximately $6.6 million.

          As a result of the above  tender  offers,  IPLP  increased  its stated
     ownership  interest  in these  partnerships  by a range of 4.52% to 24.39%,
     with total stated  ownership  interest in these  partnerships  ranging from
     13.26% to 45.85% at September 30, 1998. IPLP accounts for these partnership
     interests under the equity method.

          During the third  quarter  1998,  a  wholly-owned  subsidiary  of IPLP
     commenced  tender offers to purchase units of limited  partner  interest in
     the following IPT Partnerships:  Shelter  Properties I, Shelter  Properties
     II, Shelter  Properties IV, Shelter Properties V, Shelter Properties VI and
     Shelter Properties VII. The tender offers for these partnerships expired in
     August  1998,  with IPLP  acquiring  additional  units of  limited  partner
     interest  in these  partnerships  for a total cost,  including  acquisition
     costs,  of  approximately  $7.5 million.  As a result,  IPLP  increased its
     stated  ownership  interest  in these  partnerships  by a range of 5.19% to
     8.36%, with total stated ownership interest in these  partnerships  ranging
     from 23.07% to 46.96% as of September 30, 1998.

          During the third  quarter of 1998, a  wholly-owned  subsidiary of IPLP
     commenced  tender offers to purchase units of limited  partner  interest in
     the  following  IPT  Partnerships:   Consolidated   Capital   Institutional
     Properties,  Consolidated Capital Institutional Properties/2,  Consolidated
     Capital  Institutional  Properties/3,  Consolidated Capital Properties III,
     Consolidated  Capital  Properties V, Angeles  Income  Properties,  Ltd. II,
     Angeles Income Properties,  Ltd. III, Angeles Income  Properties,  Ltd. IV,
     Angeles Income Properties, Ltd. 6, Angeles Partners IX, Angeles Partners X,
     Angeles Partners XI, Angeles Partners XII, Angeles Opportunity  Properties,
     Ltd.,  Davidson  Diversified  Real Estate I, LP, Davidson  Diversified Real
     Estate II, LP,  Davidson  Diversified  Real Estate III, LP, Davidson Income
     Real Estate,  LP and Davidson  Growth Plus, LP,  Multi-Benefit  Realty Fund
     87-1 Class A and B, HCW  Pension  Real  Estate  Fund  Limited  Partnership,
     Century Pension Income Fund XXIV, VMS Investors  First-Staged  Equity LP II
     and Drexel  Burnham  Lambert  Real  Estate  Associates  III.  Each of these
     tenders is currently scheduled to expire on November 16, 1998.

     Property Acquisition

          On January  28,  1998,  a 99% owned  subsidiary  of IPLP (IPT owns the
     other 1%  interest)  acquired  a  168-unit  apartment  complex  located  in
     Pensacola,  Florida known as Raintree Apartments,  which is one of the real
     estate  assets  currently  directly  wholly  owned by IPLP.  The  aggregate
     purchase price paid for the Raintree  Apartments  complex was approximately
     $3.8  million,  approximately  $2.7 million of which was debt financed on a
     non-recourse basis.

     MAE GP Corporation Merger and Related Transactions

          Effective February 25, 1998, MAE GP Corporation,  which until then was
     a wholly-owned subsidiary of Metropolitan Asset Enhancement,  L.P. ("MAE"),
     was merged with and into IPT (the "MAE GP Merger").  MAE was at the time an
     affiliate of IPT and Insignia.  As consideration for the MAE GP Merger, IPT
     issued  344,609  Common  Shares to MAE,  valued for  purposes of the MAE GP
     Merger at $10.53 per share. MAE GP Corporation  owned or controlled  equity
     interests in entities which comprised or controlled the general partners of
     29 public and 61 private real estate  limited  partnerships  (collectively,
     the "MAE  Partnerships"),  which owned,  in the  aggregate,  167 properties
     containing   approximately   31,000   residential   apartment   units   and
     approximately 2.2 million square feet of commercial space.


         On February 17, 1998, IPLP purchased the following assets from MAE for
     approximately  $596,000  in cash:  (i) a 99%  limited  partner  interest in
     Insignia Jacques Miller, L. P. ("IJM"), which in turn owned non-controlling
     equity  interests in entities that comprise or control the general partners
     of 30 of the MAE  Partnerships and various notes receivable (the 1% general
     partner  interest  in IJM was  acquired  by IPT  from  MAE GP in the MAE GP
     Merger);  and (ii) a 6.557%  limited  partner  interest in Buccaneer  Trace
     Limited Partnership,  which owns a 208-unit  residential  apartment complex
     located in Savannah, Georgia.

          On February 17, 1998, Insignia  contributed to IPLP all of the limited
     partner  interests  in the  MAE  Partnerships  owned  by  Insignia  and its
     wholly-owned  subsidiaries  in  exchange  for  additional  limited  partner
     interests in IPLP. The interests  contributed  were valued at approximately
     $5,460,000,   in  exchange  for  which  IPLP  issued  to  Insignia  518,528
     additional  units of limited partner  interest in IPLP (based on a value of
     $10.53 per interest).  The interests in the MAE Partnerships  were recorded
     at the historical cost of Insignia.

4.   Angeles Mortgage Investment Trust Merger

          On  September  17,  1998,   Angeles  Mortgage   Investment  Trust,  an
     unincorporated California business trust ("AMIT"), was merged with and into
     IPT (the "AMIT  Merger").  In the AMIT Merger,  each issued and outstanding
     Class A common share of AMIT was converted  into 1.516 Common Shares of IPT
     and each issued and outstanding  Class B common share of AMIT was converted
     into 0.0309 Common Shares of IPT. IPT issued approximately 4,018,778 Common
     Shares to the AMIT shareholders in the AMIT Merger, including approximately
     146,749 Common Shares issued to a wholly-owned  subsidiary of Insignia as a
     result  of its  ownership  of  96,800  Class A  common  shares  of AMIT and
     approximately  51,826  Common  Shares  issued  to  MAE as a  result  of its
     ownership of 1,675,113  Class B common shares of AMIT.  In connection  with
     the  AMIT  Merger,  on  September  16,  1998,   Insignia  purchased  senior
     participation  interests in certain loans of AMIT for an aggregate purchase
     price of $11 million in cash.  IPT  acquired  that cash in the AMIT Merger,
     but has no interest in the senior participation interests sold to Insignia.
     The AMIT Merger was accounted for under the purchase method of accounting.

          Prior to the AMIT Merger,  AMIT was in the business of making  various
     types of  intermediate  term  real  estate  loans.  At the date of the AMIT
     Merger,  AMIT had 19 loans outstanding with an aggregate  principal balance
     of approximately $21.1 million, and AMIT owned, as a result of foreclosures
     or receipt of deeds in lieu of foreclosure on assets securing  certain AMIT
     loans,  approximately  $14.4  million of real  property,  net of fair value
     adjustment  of $1.5 million.  IPT acquired  these assets as a result of the
     AMIT Merger, as well as approximately $13.4 million of cash held by AMIT at
     the date of the AMIT Merger.

          Pro forma  results  of  operations  for the nine month  periods  ended
     September  30,  1998 and  1997,  giving  effect  to the AMIT  Merger  as if
     effected at the  beginning  of each period,  are as follows (in  thousands,
     except share and per share data):
<TABLE>
<CAPTION>

                                                        1998            1997

<S>                                                 <C>             <C>      
      Revenues                                      $  25,488       $  15,226
      Income before extraordinary item                 16,693           6,052
      Net income                                       16,400           6,052

      Diluted earnings per Common Share:
         Income before extraordinary item           $     .73       $     .35
         Net income                                 $     .72       $     .35

      Weighed average Common Shares -                               
         diluted                                   22,899,721      17,468,270

</TABLE>

5.  Equity Earnings - Gain on Sale of Properties

          On April  16,  1998,  Consolidated  Capital  Institutional  Properties
     ("CCIP"),  which is one of the IPT Partnerships,  sold Northlake Quadrangle
     (one of the properties  controlled by CCIP) to an unrelated third party for
     $2.3 million.  CCIP's net proceeds from this sale were $2.1 million. At the
     time of the sale, IPT owned  approximately  41% of the equity  interests in
     CCIP,  and its share of the gain  (included in IPT's equity  earnings)  was
     approximately $291,000.

          On June 30, 1998, National Property Investors 5 ("NPI 5") and National
     Property  Investors 6 ("NPI 6"), each an IPT Partnership,  sold the Village
     (an  apartment  property  jointly owned by NPI 5 and NPI 6) to an unrelated
     third party for approximately  $30.1 million.  Aggregate net sales proceeds
     to NPI 5 and NPI 6 from this sale were approximately  $18.1 million,  after
     repayment  of  the   mortgage   note  and  closing   expenses.   IPT  owned
     approximately  48%  and  44% of the  equity  interests  in NPI 5 and NPI 6,
     respectively, at the time of this sale, and its share of the gain (included
     in IPT's equity earnings) was approximately $5.5 million.

          On July 16, 1998, Angeles Income Properties,  Ltd. 6 ("AIPL6"),  which
     is one of the IPT Partnerships, sold Whispering Pines Mobile Home Park (one
     of the  properties  controlled  by AIPL6) to an  unrelated  third party for
     approximately $7.0 million. Aggregate net sales proceeds to AIPL6 from this
     sale were  approximately  $1.9  million,  after  repayment of the first and
     second mortgage notes and payment of closing costs. IPT owned approximately
     5% of the equity  interests in AIPL6 at the time of the sale, and its share
     of the gain (included in IPT's equity earnings) was approximately $97,000.

6.  Apartment Investment and Management Company Merger

          On March 17,  1998,  Insignia  entered  into an agreement to merge its
     national   residential  property  management   operations,   including  its
     controlling  interest  in IPT,  with  AIMCO.  On  October  1,  1998,  AIMCO
     completed  the  merger  of  Insignia  with and into  AIMCO  (the  "Insignia
     Merger"). As a result of the Insignia Merger, AIMCO acquired  approximately
     51% of the outstanding Common Shares of IPT.

          Also on October 1, 1998,  just prior to the completion of the Insignia
     Merger, the IPT Board of Trustees, as constituted prior to the resignations
     and appointments of AIMCO nominees described below (the "IPT Board"),  held
     a special  meeting  attended  by all but one  trustee to consider in detail
     with its legal and financial advisors the terms of an Agreement and Plan of
     Merger (the "IPT Merger Agreement") proposed to be entered into between IPT
     and AIMCO,  pursuant  to which IPT would be merged with and into AIMCO or a
     subsidiary  of AIMCO (the "IPT  Merger").  At the request of the IPT Board,
     representatives of Lehman Brothers,  Inc., IPT's financial advisor,  made a
     presentation  concerning the analysis  underlying  their  conclusions,  and
     delivered a written  opinion that the  consideration  to be paid in the IPT
     Merger  was fair from a  financial  point of view to the  holders of Common
     Shares,  other than AIMCO and its subsidiaries.  Following such discussions
     and based in part on the  advice of Lehman  Brothers,  Inc.,  the IPT Board
     (prior to the election of any AIMCO affiliates)  unanimously (1) deemed the
     IPT Merger advisable and in the best interests of IPT, (2) directed the IPT
     Merger to be submitted to the IPT  shareholders,  (3)  recommended  the IPT
     Merger to the IPT  shareholders,  and (4) approved the IPT Merger Agreement
     and the transactions contemplated by the IPT Merger Agreement.

          As contemplated by the IPT Merger Agreement,  effective simultaneously
     with the  execution and delivery of the IPT Merger  Agreement,  (1) Messrs.
     Ronald Uretta and Ronald J. Consiglio  resigned as trustees of IPT; (2) the
     size of the IPT Board was  increased by four from seven to eleven  members;
     and (3)  Messrs.  Terry  Considine,  Peter K.  Kompaniez,  Patrick J. Foye,
     Steven D. Ira,  Thomas W.  Toomey and Harry G.  Alcock,  each of whom is an
     officer of AIMCO, were appointed to fill the vacancies on the IPT Board.

          IPT's bylaws were also amended in the manner  contemplated  by the IPT
     Merger  Agreement.  One of the bylaw amendments had the effect of exempting
     AIMCO's  acquisition  (through the Insignia  Merger) of Common  Shares from
     Maryland's  control share  acquisition  statute.  Maryland's  control share
     acquisition statute generally provides that persons acquiring more than 20%
     of the outstanding  shares of a Maryland real estate  investment trust will
     have no  voting  rights  unless  the  acquisition  is  approved  by (1) the
     affirmative  vote of 66 2/3% of all the  votes  entitled  to be cast on the
     matter,  excluding all interested  shares, or (2) by a bylaw provision,  as
     was the case in AIMCO's  acquisition of the Common Shares  formerly held by
     Insignia through the Insignia Merger.  As a result of such bylaw amendment,
     AIMCO  will be  permitted  to vote the  Common  Shares  it owns for the IPT
     Merger.

          In  addition,  another  Maryland  statute,  the  business  combination
     statute,  prohibits certain business  combinations  between a Maryland real
     estate  investment  trust and a 10%  shareholder and certain other persons.
     AIMCO was exempted from the provisions of Maryland's  business  combination
     statute by the IPT Board prior to AIMCO's  acquisition of the Common Shares
     formerly  owned by Insignia,  therefore the IPT Merger is not restricted by
     Maryland's business combination statute.

          The IPT Merger  requires  approval of the holders of a majority of the
     outstanding  Common Shares.  AIMCO and its subsidiaries have agreed to vote
     all of the  Common  Shares  they own in favor of the IPT Merger and the IPT
     Merger Agreement. Accordingly, IPT shareholder approval is assured.

          Upon completion of the IPT Merger,  IPT shareholders  will receive the
     following merger consideration: (1) if the IPT Merger is completed prior to
     March 1, 1999, at AIMCO's election, $13.25 ($13.28 to the extent that AIMCO
     uses its common  stock) per Common  Share in cash,  AIMCO common stock or a
     combination  of  both,  plus  a  pro  rated  IPT  regular   quarterly  cash
     distribution,  in each case subject to certain adjustments specified in the
     IPT Merger  Agreement;  or (2) if the IPT Merger is  completed  on or after
     March 1, 1999,  $13.28 per IPT Common Share  payable  entirely in shares of
     AIMCO  common  stock,   plus  a  pro  rated  IPT  regular   quarterly  cash
     distribution,  in each case subject to certain adjustments specified in the
     IPT  Merger  Agreement.  IPT  will  issue a press  release  announcing  the
     percentage of the base merger consideration AIMCO elects to pay in cash (if
     any) at least 10-trading days before completion of the IPT Merger. Based on
     an assumed  price per IPT Common Share of $13.25,  using  23,446,538  fully
     diluted  Common Shares as of October 1, 1998,  the  aggregate  value of all
     outstanding  Common Shares implied by the IPT Merger  Agreement  would have
     been approximately $310,666,629.

          Also in connection with the execution of the IPT Merger Agreement, IPT
     entered into  consulting  agreements  with each of Messrs.  James A. Aston,
     Andrew L. Farkas,  Frank M. Garrison and Ronald Uretta,  each of whom was a
     member of the IPT Board at the time the IPT Merger  Agreement was approved,
     pursuant to which these  individuals  have become  consultants to IPT for a
     fee of $1,000 per month.  These  consulting  agreements  will  terminate on
     January 31, 2003. Additionally, all unvested restricted Common Shares owned
     by  these  individuals  at the  effective  time of the IPT  Merger  will be
     converted  into  restricted  shares of AIMCO Common  Stock,  regardless  of
     whether AIMCO elects to pay all or a portion of the merger consideration in
     cash. As of September 30, 1998, such individuals held approximately 390,000
     restricted Common Shares.

          As compensation for its services in connection with the IPT Merger and
     the rendering of its fairness  opinion,  IPT paid Lehman  Brothers a fee of
     $750,000 plus expenses. This amount is reflected in administrative expenses
     for the three and nine months ended  September  30, 1998.  Lehman  Brothers
     currently is a lender to IPT under a $50 million  credit  facility.  At the
     time Lehman  Brothers  rendered its opinion to IPT,  Lehman Brothers and an
     officer of Lehman Brothers owned an aggregate of 510,000 Common Shares.

7.   Mortgage Note Receivable

          In  September  1998,  IPT funded a new loan in the amount of  $275,000
     secured by a first deed of trust on a 6,000 square foot commercial building
     located in Indianapolis,  Indiana. This new loan requires monthly principal
     and  interest  payments  based  on an  annual  interest  rate of 7.3% and a
     principal  amortization period of 20 years. The loan has a maturity date of
     September 2008.

8.   Commitments and Contingencies

     General Partners

          Qualified REIT subsidiaries of IPT either control or serve as managing
     general  partner of the IPT  Partnerships,  and these  subsidiaries  may be
     liable for recourse  obligations of the IPT  Partnerships in the event that
     the IPT Partnerships are unable to satisfy those obligations.  IPT believes
     that each IPT Partnership has more than adequate resources to discharge all
     recourse obligations and maintains adequate insurance.

     Loan Commitments

          Certain  wholly-owned  subsidiaries of IPT are obligated to loan up to
     $500,000 each to certain IPT  Partnerships  ($2,600,000  in aggregate)  and
     $150,000 each to certain other IPT  Partnerships  ($6,000,000 in aggregate)
     at  interest  rates not to exceed  the prime  rate plus 2%.  There  were no
     amounts outstanding under these commitments at September 30, 1998.

     Obligations to Former General Partners

          Certain  corporate  general  partners  owned by IPT were  acquired  by
     Insignia  from  unaffiliated  prior  owners.  The  acquisition   agreements
     provided  that  Insignia  (now  IPT)  would  be  indemnified   from  claims
     attributable to events or actions prior to Insignia's  ownership,  and that
     Insignia  would  indemnify the prior owners from claims or causes of action
     arising after the change in ownership.  In addition,  certain former owners
     of the general  partners of seven IPT  Partnerships  retained  100% (and in
     some instances 75%) of the  obligation to make capital  contributions  that
     may be  required  by the general  partners  upon  windup of the  applicable
     partnerships.

     Environmental Liabilities

          Under various federal and state environmental laws and regulations,  a
     current or  previous  owner or  operator  of real estate may be required to
     investigate and clean up certain hazardous or toxic substances or petroleum
     product releases at the property,  and may be held liable to a governmental
     entity or to third parties for property  damage and for  investigation  and
     cleanup costs incurred by such parties in connection with contamination. In
     addition, some environmental laws create a lien on the contaminated site in
     favor of the government for damages and costs it incurs in connection  with
     the  contamination.  The owner or  operator  of a site may be liable  under
     common  law to third  parties  for  damages  and  injuries  resulting  from
     environmental  contamination  emanating  from  the  site.  There  can be no
     assurance that IPT, any of its affiliates or any assets owned or controlled
     by IPT or any of its  affiliates  currently are in  compliance  with all of
     such laws and  regulations,  or that IPT or its affiliates  will not become
     subject to liabilities that arise in whole or in part out of any such laws,
     rules  or   regulations.   Management  is  not   currently   aware  of  any
     environmental  liabilities  that are  expected  to have a material  adverse
     effect on the Company's operations or financial condition.

     Litigation

          In January and February 1998, a limited  partner in several of the IPT
     Partnerships commenced arbitration proceedings and litigation against those
     partnerships and their general partners. The claims in both arbitration and
     in complaints filed in the Circuit Court of Jackson County, Missouri assert
     that the general partners  controlled by IPT breached  certain  contractual
     and  fiduciary  duties  allegedly  owed to the  claimant.  IPT believes the
     claims asserted in these proceedings are without merit.

          On March 24, 1998,  certain  persons  claiming to own limited  partner
     interests in certain of the IPT  Partnerships  filed a purported  class and
     derivative  action in California  Superior Court in the County of San Mateo
     against IPT, the general partners of the partnerships,  certain persons and
     entities who  purportedly  formerly  controlled the general  partners,  and
     additional  entities  affiliated  with and  individuals  who are  officers,
     directors  and/or  principals of several of the  defendants.  The complaint
     contains allegations that, among other things,  (i) the defendants breached
     their  fiduciary  duties to the  plaintiffs  by selling or agreeing to sell
     their "fiduciary positions" as stockholders,  officers and directors of the
     general  partners  for a profit  and  retaining  said  profit  rather  than
     distributing  it to the  plaintiffs;  (ii) the  defendants  breached  their
     fiduciary duties by mismanaging the partnerships and  misappropriating  the
     assets  of the  partnerships  by  (a) manipulating  the  operations  of the
     partnerships  to depress  the  trading  price of units of  limited  partner
     interest  in  the  partnerships,  (b) coercing  and  fraudulently  inducing
     unitholders to sell units to certain of the defendants at depressed  prices
     and (c) using the voting control  obtained by purchasing units at depressed
     prices to entrench certain of the defendants' positions of control over the
     partnerships;  and (iii) the  defendants breached their fiduciary duties to
     the plaintiffs by selling assets (such as mailing lists of  unitholders) of
     the  partnerships  and causing the general partners to enter into exclusive
     arrangements  with  their  affiliates  to sell  goods and  services  to the
     general  partners,  the unitholders and tenants of partnership  properties.
     The  complaint  also  alleges  that the  foregoing  allegations  constitute
     violations of various  California  securities,  corporate  and  partnership
     statutes,  as well as conversion and common law fraud.  The complaint seeks
     unspecified  compensatory and punitive damages,  an injunction blocking the
     sale of control of the general  partners  and a court order  directing  the
     defendants to discharge their fiduciary  duties to the plaintiffs.  In June
     1998, the general partners filed a motion seeking  dismissal of the action.
     In lieu of  responding to that motion,  the  plaintiffs  recently  filed an
     amended  complaint  against  which the general  partners have again filed a
     motion seeking  dismissal.  IPT believes that the allegations  contained in
     the amended  complaint  are without  merit and intends to defend the action
     vigorously.

          On July 30, 1998,  certain  entities  claiming to own limited  partner
     interests in 44 of the IPT  Partnerships  filed a complaint in the Superior
     Court of the  State of  California,  County  of Los  Angeles  against  IPT,
     Insignia,  the applicable IPT  Partnerships,  the general partners of those
     partnerships  and  additional  entities  affiliated  with  several  of  the
     defendants.  Plaintiffs allege that they have requested from, but have been
     denied  by each of the  partnerships,  lists  of their  respective  limited
     partners for the purpose of making  tender offers to purchase up to 4.9% of
     the units of limited partner  interest in each of those  partnerships.  The
     complaint also alleges that certain of the defendants made tender offers to
     purchase  units of limited  partner  interest in many of the  partnerships,
     with the alleged result that  plaintiffs have been deprived of the benefits
     they would have  realized  from  ownership  of the  additional  units.  The
     plaintiffs  assert eleven causes of action,  including  breach of contract,
     unfair business practices and violations of the partnership statutes of the
     states  in  which  the   partnerships   are  organized.   Plaintiffs   seek
     compensatory,  punitive and treble  damages.  Defendants  have answered the
     complaint.  IPT believes the claims are without merit and intends to defend
     the action vigorously.

          An action was filed  against  AMIT,  Katten  Muchin Zavis and David M.
     Bass in  Superior  Court of the State of  California  by Jules P. Kirsch on
     December  26,  1996  alleging  that the named  defendants  had  maliciously
     prosecuted Mr. Kirsch in certain  earlier  litigation  commenced by AMIT in
     1995,  which  alleged that Mr.  Kirsch and several  other  individuals  and
     corporations  purchased  AMIT Class A Shares while in possession of "inside
     information"  and  that  they  violated  Sections  13(d)  and  14(a) of the
     Exchange Act and the rules and regulations promulgated thereunder.  In June
     1996,  AMIT  settled the prior  claims with the  defendants  other than Mr.
     Kirsch,  and voluntarily  dismissed the claims against Mr. Kirsch.  The now
     pending  action  commenced  by Mr.  Kirsch  seeks  unspecified  amounts for
     compensatory and punitive damages. On January 5, 1998, summary judgment was
     entered  in favor of AMIT and  against  Mr.  Kirsch  on all  claims  in the
     malicious  prosecution  action.  On January 30, 1998,  Mr.  Kirsch filed an
     appeal of the summary judgment ruling.  No decision on that appeal has been
     rendered yet.

          In addition to the above,  certain of the IPT  Partnerships  and other
     subsidiaries  of IPT are  defendants  in lawsuits  arising in the  ordinary
     course of business. Such lawsuits are primarily insured claims arising from
     accidents at managed properties. Claims may demand substantial compensatory
     and punitive  damages.  Management  believes  that the  litigation  will be
     resolved without a material impact on the financial  position or results of
     operations of the IPT.

9.   Other Matters

     Winthrop Option

          On February 17, 1998, Insignia (now AIMCO) granted IPLP an option (the
     "Winthrop Option") to acquire,  at any time on or before December 31, 1998,
     all of  Insignia's  interest in certain  limited  partner  interests in two
     public and 11 private real estate  limited  partnerships  which own, in the
     aggregate,  29  properties  containing   approximately  12,100  residential
     apartment  units,   together  with  the  right  to  receive  certain  asset
     management,  investor services and partnership  management fees from ten of
     those   partnerships.   Insignia  acquired  such  interests  from  Winthrop
     Financial   Associates  and  certain   affiliates  of  Winthrop   Financial
     Associates.  The Winthrop  Option is  exercisable  by IPLP for an aggregate
     cash amount of  approximately  $46 million,  plus interest on approximately
     $40  million  of that  amount at a rate equal to  Insignia's  cost of funds
     (based on the  interest  rate in effect from time to time under  Insignia's
     revolving credit  facility) and a ratable portion of the transaction  costs
     incurred  by  Insignia  in  connection  with  the   acquisitions  of  those
     interests.

     Cost of Start-up Activities

          In 1998, the Accounting Standards Executive Committee issued Statement
     of  Position  98-5,  Reporting  on the Costs of Start-Up  Activities  ("SOP
     98-5"),  which is  effective  for  financial  statements  for fiscal  years
     beginning  after  December 15, 1998.  SOP 98-5  requires  costs of start-up
     activities  and  organization  costs to be  expensed as  incurred.  Initial
     application  should be  reported  as the  cumulative  effect of a change in
     accounting  principle  and  expensed  in the first  quarter  in the year of
     adoption.  At September 30, 1998,  IPT had  approximately  $920,000 (net of
     accumulated amortization) capitalized as organizational costs that would be
     affected by the requirements of SOP 98-5.

     EITF 97-11

          IPT  has  not  capitalized  any  internal  costs  in  connection  with
     identifying and acquiring operating properties.  Therefore, EITF 97-11 will
     have no effect on IPT's financial statements.

     Comprehensive Income

          In 1997, the Financial Accounting Standards Board issued Statement No.
     130, Reporting  Comprehensive  Income ("Statement No. 130").  Statement No.
     130  establishes  new rules for the reporting and display of  comprehensive
     income and its components.  IPT adopted  Statement No. 130 as of January 1,
     1998. Statement No. 130 had no effect on IPT as of September 30, 1998.

10.  Subsequent Events

     Contribution Agreement

          In order to avoid  possible  adverse tax  consequences  to AIMCO,  the
     merger  agreement  between  Insignia  and  AIMCO  required  that  AIMCO and
     Insignia use their best efforts to cause IPLP to  contribute  substantially
     all of its assets to AIMCO Properties, L.P. ("AIMCO Operating Partnership")
     AIMCO's  operating  partnership,  in exchange for units of limited  partner
     interest  in the AIMCO  Operating  Partnership  ("AIMCO  OP  Units").  As a
     result,  following the Insignia  Merger and the execution of the IPT Merger
     Agreement, effective October 1, 1998 IPLP contributed a substantial portion
     of its assets to the AIMCO  Operating  Partnership in exchange for AIMCO OP
     Units  (valued at the then  current  market  price of AIMCO  common  stock)
     ("IPLP Contribution"). In addition, AIMCO and IPT formed a joint venture to
     acquire from a third party,  multifamily  housing assets in which IPT's 99%
     joint venture was funded by IPLP.

     Retention Compensation Arrangements

          During  October  1998,  approximately  $1.4 million was paid to former
     executives  and other  employees of IPT related to  retention  arrangements
     entered into with these  employees.  The retention  agreements were entered
     into in order to encourage  the  executives  and other  employees to remain
     with IPT through the close of the IPT Merger.  As a result of the change in
     control of IPT, it was determined that the compensation would be awarded to
     these employees on October 15, 1998. Also on October 15, 1998,  pursuant to
     the  respective  retention  agreements,  26,000  restricted  Common  Shares
     previously  granted to certain former IPT executives vested, and options to
     purchase  25,000  Common  Shares  held by two  former IPT  executives  were
     retired by IPT at an aggregate cost of $81,250. In October 1998, $1 million
     was paid to Ronald Consiglio, a former officer and trustee of AMIT and IPT,
     as a result of the  termination of his  employment  with IPT without cause.
     These  amounts will be recorded as expense by IPT in the fourth  quarter of
     1998.

     Property Sale

          During  November  1998, IPT sold an industrial  warehouse  acquired in
     connection  with the AMIT Merger.  The  warehouse,  which is  approximately
     89,000 square feet and is located in Solon,  a suburb of  Cleveland,  Ohio,
     was  sold for a price of  $2,000,000.  In  connection  with the  sale,  IPT
     provided a first  mortgage  loan to the buyer in the amount of  $1,700,000,
     which requires monthly  principal and interest  payments based on an annual
     interest rate of 6.25% and a principal amortization period of 20 years. The
     loan has a maturity date of November 2008. In conjunction  with the sale of
     the property,  IPT recognized a gain of approximately $205,000 and received
     net cash proceeds in the amount of approximately $201,000.


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

     Financial Condition

          On September 17, 1998,  AMIT was merged with and into IPT. In the AMIT
     Merger,  each issued and outstanding Class A and B common share of AMIT was
     converted into a total of 4,018,778  Common Shares valued at  approximately
     $10.72  per  share.   As  a  result  of  the  AMIT  Merger,   IPT  acquired
     approximately  $13.4 million in cash, 19 loans with an aggregate  principal
     balance of approximately $21.1 million,  nine investment  properties valued
     at approximately  $18.8 million,  net current assets of approximately  $0.3
     million and mortgage notes payable with an aggregate  principal  balance of
     approximately  $7.1 million.  These account balances were recorded at their
     estimated  fair values at the date of the AMIT Merger.  Also in  connection
     with the AMIT Merger, IPT reclassified  previously capitalized merger costs
     of  approximately  $3.6  million  against the purchase  price of AMIT.  Net
     income before minority interest and  extraordinary  item resulting from the
     AMIT Merger,  and  reflected in the  statements of income for the three and
     nine months ending September 30, 1998, was approximately $89,000.

          At September 30, 1998, IPT held assets of $322 million, an increase of
     42% from  December  31,  1997.  IPT's  assets  consist  primarily  of cash,
     investments in real estate limited  partnerships,  apartment properties and
     mortgage notes receivables.  The increase in assets resulted primarily from
     increased  investments in real estate limited partnerships the AMIT Merger.
     Total  liabilities  increased  167% to $67.9 million at September 30, 1998,
     compared to $25.4 million at December 31, 1997. The increase in liabilities
     is due  primarily  to  withdrawals  of  approximately  $30 million on IPT's
     revolving  credit facility and an increase in liabilities of  approximately
     $8.1 million as a result of the AMIT Merger. The apartment property balance
     constitutes  the  principal  assets of The  Village of  Pennbrook  in NPI 4
     (which is an IPT  Partnership  of which IPLP owns a majority of the limited
     partner interests),  Raintree Apartments in Raintree Pensacola, L.P. (which
     is a wholly-owned  subsidiary of IPT), and the nine  investment  properties
     acquired  in the  AMIT  Merger,  all of  which  are  consolidated  in IPT's
     financial  statements.  The  non-recourse  mortgage  notes payable  balance
     constitutes the primary  liabilities of NPI 4, Raintree  Apartments and two
     of the nine investment properties acquired in the AMIT merger.

          Cash and cash equivalents  increased 50% to $56.1 million at September
     30, 1998,  compared to $37.4 million at December 31, 1997.  The increase in
     cash and cash  equivalents is due primarily to cash received as a result of
     the AMIT Merger of approximately $13.4 million, distributions received from
     partnerships  of  approximately  $18.7  million  and  draws  on the  credit
     facility of  approximately  $30.0  million,  offset by purchases of limited
     partner interests of approximately  $29.3 million,  combined  distributions
     paid by IPT and IPLP of  approximately  $12.9  million and the  purchase of
     Raintree Apartments,  a 168-unit  residential  apartment complex located in
     Pensacola,  Florida.  The purchase of Raintree  Apartments  resulted in net
     cash outflow of approximately $1.1 million.

          Investments in real estate limited partnerships  increased from $159.5
     million at December 31, 1997,  to $183.1  million at September 30, 1998, an
     increase of 15%. The increase was  attributable  to the purchase of limited
     partner  interests  during the first nine months of 1998 as noted above and
     the MAE GP Merger and related  contribution of limited partner interests by
     Insignia,  partially  offset by distributions of $30.1 million from the IPT
     Partnerships, of which approximately $11.1 million was accrued at September
     30, 1998.
<PAGE>

     Results of Operations

          The following  discussion compares IPT's results of operations for the
     three  and nine  months  ended  September  30,  1998  with its  results  of
     operations  for  the  corresponding   periods  in  1997.  The  table  below
     summarizes  certain  financial  information  extracted from IPT's financial
     statements:

<TABLE>
<CAPTION>
                                         Three Months Ended    Nine Months Ended
                                           September  30,         September 30,
                                          1998       1997       1998       1997
                                             (in thousands, except share data)

<S>                                     <C>        <C>       <C>        <C>     
     Revenues                           $ 6,615    $ 4,429   $ 19,592   $ 11,144
     Expenses                             3,117      1,903      7,338      5,291
     Funds from operations                7,808      5,510     24,633     14,176
     Net Income                           2,320      1,682     11,227      2,930
     Weighted average Common Shares
       outstanding - diluted         19,606,172 17,212,270 19,157,668 13,449,712

</TABLE>

          Net income per share diluted  increased to $.12 and $.59 for the three
     and nine months  ending  September 30, 1998,  respectively,  as compared to
     $.10  and $.21  for the  corresponding  periods  of  1997.  Total  revenues
     increased  49% for the  three  months  and 76% for the nine  months  ending
     September 30, 1998, as compared to the same periods in 1997. Total expenses
     rose  approximately  64% and  39% for the  three  and  nine  months  ending
     September  30,  1998,  respectively.  IPT's funds from  operations  ("FFO")
     increased  42% to $7.8 million for the three months  ending  September  30,
     1998,  and  increased  74% to  $24.6  million  for the nine  months  ending
     September 30, 1998.  The  increases in revenue and expenses were  primarily
     attributable to increases in equity  earnings  resulting from the continued
     acquisition of limited partner  interests in IPT  Partnerships and improved
     property operations.

          Contributing  to the increase in net income for the nine months ending
     September  30,  1998  was a gain of  approximately  $5.9  million  realized
     primarily  on the sale of three  properties  during the nine months  ending
     September  30,  1998.  There were no gains from  property  sales during the
     comparable  period  of  1997.   Partially   offsetting  the  gain  was  the
     realization of approximately $293,000 in losses related to the refinancings
     of several  investment  properties.  These losses  resulted from prepayment
     penalties and write-offs of unamortized loan costs and debt discounts. Also
     offsetting  the  increase  in net income was the  accrual  of  $750,000  in
     September  relating to services  rendered by Lehman Brothers,  Inc. for the
     fairness opinion issued in connection with the IPT Merger.

          Minority  interest  reflected in the  statements of income  represents
     Insignia's  (now AIMCO's)  interest in IPLP,  the operating  partnership of
     IPT.

          Funds from  operations  is defined as income or loss from real  estate
     operations,  which is net  income in  accordance  with  generally  accepted
     accounting  principles  excluding gains or losses for debt  restructurings,
     sales of property and minority  interests,  plus depreciation and provision
     for  impairment.  Depreciation  of real estate is, except for  wholly-owned
     properties and properties held by consolidated IPT Partnerships,  reflected
     within  equity  earnings  - limited  partner  interests.  In  general,  the
     difference between FFO and net income consists of consolidated depreciation
     and depreciation recorded within equity earnings, gain on sale of apartment
     property, extraordinary loss and minority interest.

     Investment Limited Partnership Operations

          IPT's FFO growth is  attributable  to both  acquisition  activity  and
     internal growth. Acquisitions at cost (excluding AMIT Merger activity) were
     an  aggregate of  approximately  $74 million from July 1, 1997 to September
     30,  1998.  However,  comparable  operations  of  properties  owned  by IPT
     Partnerships  during  the  first  nine  months of both 1998 and 1997 met or
     exceeded management's expectations.
 
          Comparable property revenues grew by 2.3% for the first nine months of
     1998 compared to the corresponding period in 1997. The growth was primarily
     attributable  to the  average  increase  in  rental  rates  year  to  year,
     increases  in  the  average  occupancy  of  approximately   0.5%,  and  the
     renovation  and  re-leasing  of The Sterling in  Philadelphia.  Conversely,
     comparable  property  revenues  decreased 1.75% for the three months ending
     September  30,  1998 as  compared  to the same  period  in 1997.  Operating
     expenses declined  approximately 8.3% for the three months and 5.3% for the
     nine months  ending  September  30, 1998,  respectively.  The  reduction in
     expenses was  primarily  the result of above normal  levels of  maintenance
     incurred  in 1997 as  management  implemented  plans to improve the overall
     appearance  of  the  properties.   Recurring  operating  expenses  remained
     relatively flat.  Results from comparable  partnerships  resulting from the
     comparable  revenue and expense  changes  accounted for FFO growth of 28.8%
     and  24.2%  for the  three  and nine  months  ending  September  30,  1998,
     respectively. The remaining FFO growth is attributable to acquisitions.

     Liquidity and Capital Resources

          Prior to the IPLP  Contribution,  IPT's primary source of cash was the
     receipt of distributions from the IPT Partnerships.  Subsequent to the IPLP
     Contribution,  IPT's primary source of cash is the receipt of distributions
     from the AIMCO Operating Partnership.  IPT expects distributions from AIMCO
     Operating Partnership to be sufficient for it to maintain its current level
     of  distributions  on an  annual  basis  as  required  by  the  IPT  Merger
     Agreement.

          During  1997,  IPT raised  approximately  $62.3  million  through  the
     private placement of Common Shares primarily with institutional  investors.
     IPT  invested  approximately  $29.3  million of those  proceeds  to acquire
     additional  limited partner interests in IPT Partnerships  during the first
     nine months of 1998, and through September 30, 1998 had invested a total of
     approximately  $58 million of the offering  proceeds to acquire  additional
     interests in IPT Partnerships.

          IPT also has available a revolving  credit  facility of $50 million to
     use for  acquisitions.  The line of  credit  is  secured  by a  pledge  and
     security  interest in all of the limited  partner  interests owned by IPLP.
     IPT expects  this  credit  facility to be  sufficient  for its  acquisition
     requirements  for the remainder of 1998. As of September 30, 1998,  IPT has
     borrowed  $30  million  of  the  available   credit   facility  to  finance
     outstanding tender offers and future purchases.

          On October 15, 1998, IPT paid a third quarter distribution of $.16 per
     share to  shareholders  of record as of the close of business on  September
     30, 1998.

     Year 2000 Compliance

          The "Year 2000 Issue" is the result of computer programs being written
     using two  digits  rather  than four to define  the  applicable  year.  Any
     computer programs or hardware that have date-sensitive software or embedded
     chips may recognize a date using "00" as the year 1900 rather than the year
     2000.  This could  result in a system  failure or  miscalculations  causing
     disruptions  of  operations,  including,  among other  things,  a temporary
     inability  to process  transactions,  send  invoices,  or engage in similar
     normal business activities.

          IPT  is  dependent  upon  AIMCO  for  management  and   administrative
     services.  AIMCO  has  determined  that it will be  required  to  modify or
     replace  significant  portions of its software and certain hardware so that
     those systems will properly  utilize dates beyond December 31, 1999.  AIMCO
     presently  believes that with  modifications  or  replacements  of existing
     software  and  certain  hardware,  the Year 2000  Issue  can be  mitigated.
     However,  if such  modifications  and replacements are not made, or are not
     completed  timely,  the Year 2000 Issue could have a material impact on the
     operations of AIMCO and IPT.

          AIMCO's  plan to resolve the Year 2000 Issue  involves  the  following
     four phases: assessment,  remediation, testing and implementation. To date,
     AIMCO has fully  completed  its  assessment  of all  systems  that could be
     significantly   affected  by  the  Year  2000  Issue,  and  has  begun  the
     remediation, testing and implementation phase on both hardware and software
     systems. AIMCO anticipates having all phases complete by June 1, 1999.

          AIMCO  believes  that it has an effective  program in place to resolve
     the Year 2000  Issue in a timely  manner  and has  appropriate  contingency
     plans  in  place  for  critical   applications   that  could  affect  IPT's
     operations.  To date,  AIMCO is not aware of any external agent with a Year
     2000  Issue that  would  materially  impact  IPT's  results of  operations,
     liquidity  or capital  resources.  However,  AIMCO has no means of ensuring
     that external  agents will be Year 2000  compliant.  AIMCO does not believe
     that  the  inability  of  external  agents  to  complete  their  Year  2000
     resolution  process in a timely  manner will have a material  impact on the
     financial position or results of operations of IPT. However,  the effect of
     non-compliance by external agents is not readily determinable.

     Other

          Certain  statements in the Financial  Statements and elsewhere in this
     Form 10-Q and the documents  incorporated by reference  herein contain,  or
     may  contain,  information  that  is  forward-looking,  including,  without
     limitation,  statements  regarding  the  effect of the IPT  Merger.  Actual
     results may differ  materially  from those described in the forward looking
     statements  and  will be  affected  by a  variety  of  risks  and  factors,
     including, without limitation:  national and local economic conditions; the
     general level of interest  rates;  terms of governmental  regulations  that
     affect  IPT and  interpretations  of  those  regulations;  the  competitive
     environment in which IPT operates; real estate risks, including the failure
     of  acquisitions to perform in accordance  with  projections;  and possible
     environmental  liabilities,  including  costs that may be  incurred  due to
     necessary  remediation of  contamination of properties  owned,  acquired or
     previously  owned by IPT. In addition,  IPT's continued  qualification as a
     REIT involves the application of highly technical and complex provisions of
     the Internal  Revenue Code of 1986, as amended.  Accordingly,  do not place
     undo reliance on such forward-looking statements.  Readers should carefully
     review IPT's  financial  statements and the notes thereto,  as well as risk
     factors described herein and in the documents incorporated herein.


<PAGE>

                                     PART II
                                OTHER INFORMATION


Item 1. Legal Proceedings

     See Note 8 in Notes to Condensed Consolidated Financial Statements herein.


Item 4. Submission of Matters to a Vote of Security Holders

     On  September  14 and 15,  1998,  IPT  held a  special  meeting  of the IPT
shareholders  to consider and vote on the  approval of the AMIT Merger.  At that
meeting,  the AMIT Merger was approved by a vote of 11,886,808  Common Shares in
favor and none opposed or abstained.


Item 6. Exhibits and Reports on Form 8-K

     a)  Exhibits

         Exhibit 2.1  Agreement and Plan of Merger, dated as of October 1, 1998,
                      by  Apartment  and  Investment  Management  Company and  
                      Insignia Properties  Trust  (Exhibit 2.1 to the Company's 
                      Form 8-K, filed October 15, 1998, is incorporated by 
                      reference).

         Exhibit 3.2  Bylaws of IPT  (Exhibit  3.2 to the  Company's  Form 8-K,
                      filed October 15, 1998, is incorporated by reference).

         Exhibit 27   Financial Data Schedule for September 30, 1998.

         Exhibit 99.1 Shareholders'  Agreement,  dated October 1, 1998,  among
                      AIMCO,  Andrew L.  Farkas,  James A. Aston and Frank M.  
                      Garrison (Exhibit 10.4 to AIMCO's Schedule 13D, filed 
                      October 15, 1998, is incorporated by reference).

         Exhibit 99.2 Irrevocable Limited Proxy, dated October 1, 1998, granted
                      by  AIMCO to  Andrew  L.  Farkas,  James A.  Aston  and  
                      Frank M. Garrison (Exhibit 10.3 to AIMCO's Schedule 13D, 
                      filed October 15, 1998, is incorporated by reference).

     b)  Reports on Form 8-K

          The Company filed a Current  Report on Form 8-K,  dated  September 17,
          1998, on September 30, 1998, relating to the AMIT Merger.


<PAGE>

                                   SIGNATURES

     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 thereunto duly authorized.



                                                                               
                                        INSIGNIA PROPERTIES TRUST



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



                                    By: /s/ Martha L. Long                      
                                    --------------------------------------------
                                        Martha L. Long
                                        Senior Vice President