SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-KSB/A

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934

                    For the fiscal year ended December 31, 2002

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
                  For the transition period _________to _________

                         Commission file number 0-10304

                               ANGELES PARTNERS X
                 (Name of small business issuer in its charter)

         California                                              95-3557899
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                            Issuer's telephone number
                                 (864) 239-1000

          Securities registered under Section 12(b) of the Exchange Act:

                                      None

          Securities registered under Section 12(g) of the Exchange Act:

                            Limited Partnership Units
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 X No__

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  registrant's  knowledge  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $2,466,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2002. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.


                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


<PAGE>



                                Explanatory Note

This document  amends the Form 10-KSB for the annual  period ended  December 31,
2002 to reflect the  correction  of an error in the  Partnership's  recording of
property taxes. As a result of an inadvertent misapplication of Michigan tax law
regarding the accrual of property taxes,  the Partnership  understated  property
tax  expense in prior  years.  This  error has been  corrected  in the  restated
consolidated balance sheet and consolidated statement of partners' deficit.



<PAGE>




The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  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 terms of governmental
regulations that affect the Registrant and interpretations of those regulations;
the competitive  environment in which the Registrant operates;  financing risks,
including the risk that cash flows from  operations may be  insufficient to meet
required  payments of  principal  and  interest;  real estate  risks,  including
variations  of real  estate  values and the  general  economic  climate in local
markets and competition for tenants in such markets; and possible  environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.  Description of Business

Angeles  Partners  X (the  "Registrant"  or  "Partnership")  is a  publicly-held
limited  partnership  organized under the California Uniform Limited Partnership
Act  pursuant to a  Certificate  and Amended  Agreement  of Limited  Partnership
(hereinafter  referred to as the  "Agreement")  dated June 24, 1980. The general
partner  responsible  for  management of the  Partnership's  business is Angeles
Realty Corporation ("ARC"), a California corporation (hereinafter referred to as
the "General  Partner").  Effective December 1992, 100% of the General Partner's
outstanding  stock was  purchased by MAE GP  Corporation  ("MAE GP").  Effective
February 25, 1998, MAE GP merged into Insignia  Properties Trust ("IPT"),  which
was merged into Apartment  Investment and Management Company ("AIMCO") effective
February 26, 1999. Thus the General Partner is now a wholly-owned  subsidiary of
AIMCO. The Non-Managing General Partner is AIMCO Properties,  LP, a wholly-owned
subsidiary of AIMCO.  The General Partner and the  Non-Managing  General Partner
are herein collectively  referred to as the "General Partners".  The Partnership
Agreement  provides that the  Partnership  is to terminate on December 31, 2035,
unless terminated prior to such date.

The  Registrant  is engaged in the business of operating and holding real estate
properties for investment.  In 1981 and 1982, during its acquisition  phase, the
Registrant acquired eight investment properties. Prior to the calendar year 2001
six  investment  properties  were either sold or foreclosed  on. The  Registrant
continues  to own and  operate  two of the  original  properties  (See "Item 2 -
Description of Properties").

Commencing  May 12, 1981,  the  Registrant  offered  pursuant to a  Registration
Statement  filed with the Securities and Exchange  Commission up to 25,000 Units
of Limited Partnership  Interest (the "Units") at a purchase price of $1,000 per
Unit  with a minimum  purchase  of 5 Units  ($5,000).  Upon  termination  of the
offering,  the  Registrant  had accepted  subscriptions  for 18,714 Units for an
aggregate  of  $18,714,000,  including  100 Units  which were  purchased  by the
General Partner for $100,000. Since its initial offering, the Registrant has not
received,  nor  are  limited  partners  required  to  make,  additional  capital
contributions.

The Registrant  has no employees.  Management  and  administrative  services are
performed by the General Partner and by agents retained by the General  Partner.
Property management services are provided at the Partnership's  properties by an
affiliate of the General Partner.

Risk Factors

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Partnership's properties.  The number and quality of competitive properties,
including those which may be managed by an affiliate of the General Partner,  in
such  market  area  could have a  material  effect on the rental  market for the
apartments at the Registrant's  properties and the rents that may be charged for
such apartments. While the General Partner and its affiliates own and/or control
a  significant  number of  apartment  units in the  United  States,  such  units
represent an  insignificant  percentage of total  apartment  units in the United
States, and competition for apartments is local.

Laws benefiting  disabled persons may result in the Partnership's  incurrence of
unanticipated  expenses.  Under the Americans with  Disabilities Act of 1990, or
ADA,  all places  intended to be used by the public are required to meet certain
Federal  requirements  related to access and use by disabled persons.  Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartment  properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Partnership's   properties,   or  restrict   renovations   of  the   properties.
Noncompliance  with  these laws could  result in the  imposition  of fines or an
award of  damages  to private  litigants  and also  could  result in an order to
correct any  non-complying  feature,  which could result in substantial  capital
expenditures.   Although  the  Partnership   believes  that  the   Partnership's
properties  are  substantially  in  compliance  with present  requirements,  the
Partnership  may incur  unanticipated  expenses  to comply  with the ADA and the
FHAA.

Both  the  income  and  expenses  of  operating  the  properties  owned  by  the
Partnership are subject to factors outside of the Partnership's control, such as
changes in the supply and demand for similar  properties  resulting from various
market  conditions,  increases/decreases  in unemployment or population  shifts,
changes in availability of permanent mortgage financing, changes in zoning laws,
or changes in patterns or needs of users. In addition,  there are risks inherent
in owning and  operating  residential  properties  because such  properties  are
susceptible  to the  impact of  economic  and other  conditions  outside  of the
control of the Partnership.

There have been, and it is possible there may be other, Federal, state and local
legislation  and  regulations   enacted   relating  to  the  protection  of  the
environment.  The Partnership is unable to predict the extent,  if any, to which
such new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

The Partnership  monitors its properties for evidence of pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental testing has been performed,  which resulted in no material adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

Insurance  coverage is becoming  more  expensive  and  difficult to obtain.  The
current  insurance market is  characterized by rising premium rates,  increasing
deductibles,  and more restrictive  coverage language.  Recent developments have
resulted in  significant  increases in insurance  premiums and have made it more
difficult to obtain  certain types of insurance.  As an example,  many insurance
carriers are excluding  mold-related  risks from their policy coverages,  or are
adding  significant  restrictions to such coverage.  Continued  deterioration in
insurance   market  place   conditions  may  have  a  negative   effect  on  the
Partnership's operating results.

A further  description  of the  Partnership's  business  is included in "Item 6.
Management's Discussion and Analysis or Plan of Operation" of this Form 10-KSB.

Item 2.  Description of Properties:

The following table sets forth the Registrant's investment in properties:
<TABLE>
<CAPTION>

                               Date of
Property                      Purchase         Type of Ownership             Use

<S>                           <C>   <C>
Greentree Apartments          12/31/81   Fee ownership subject to       Apartment -
  Mobile, Alabama                        first and second mortgages(1)  178 units

Carriage Hills Apartments     07/30/82   Fee ownership subject to a     Apartment -
  East Lansing, Michigan                 first mortgage (1)             143 units
</TABLE>

(1)   Property  is held by a Limited  Partnership  which the  Registrant  owns a
      99.00% interest in.

Schedule of Properties:

Set forth below for each of the  Registrant's  properties is the gross  carrying
value,  accumulated  depreciation,  depreciable life, method of depreciation and
Federal tax basis.
<TABLE>
<CAPTION>

                       Gross
                     Carrying   Accumulated   Depreciable    Method of       Federal
Property               Value    Depreciation      Life      Depreciation    Tax Basis
                          (in thousands)                                  (in thousands)

Greentree
<S>                  <C>         <C>            <C>                          <C>
 Apartments          $ 5,060     $ 4,134        5-30 yrs        S/L          $   973

Carriage Hills
 Apartments            5,881       3,968        5-30 yrs        S/L            1,770
                     $10,941     $ 8,102                                     $ 2,743
</TABLE>

See "Note A - Organization  and Summary of Significant  Accounting  Policies" to
the consolidated financial statements included in "Item 7. Financial Statements"
for a description of the Partnership's capitalization and depreciation policies.

Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the loans
encumbering the Partnership's properties:
<TABLE>
<CAPTION>

                          Principal                                      Principal
                          Balance At                                      Balance
                         December 31,   Interest    Period   Maturity      Due At
       Property              2002         Rate    Amortized    Date     Maturity (2)
                        (in thousands)                                 (in thousands)

Greentree Apartments
<S>                        <C>           <C>      <C>          <C>       <C>
  1st mortgage             $ 3,188       7.83%    28.67 yrs    10/03     $ 3,135
  2nd mortgage                 113       7.83%       (1)       10/03         113

Carriage Hills
  Apartments
  1st mortgage               5,104       7.39%      30 yrs     12/04       4,958
                             8,405
Less unamortized
   discount                     (7)

  Total                    $ 8,398                                       $ 8,206
</TABLE>

(1)   Interest only payments with a balloon payment at maturity.

(2)   See  "Note B -  Mortgage  Notes  Payable"  to the  consolidated  financial
      statements  included in "Item 7. Financial  Statements" for other specific
      details about the loans.

Rental Rates and Occupancy:

Average  annual  rental rates and  occupancy for 2002 and 2001 for each property
were as follows:

                                    Average Annual              Average Annual
                                     Rental Rates                 Occupancy
                                   (per unit)
 Property                        2002           2001          2002         2001
 Greentree Apartments           $ 5,742       $ 5,664         94%           95%
 Carriage Hills Apartments       10,680        10,540         92%           95%

The General  Partner  attributes  the decrease in  occupancy  at Carriage  Hills
Apartments to increased market competition in the East Lansing area.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  Both of the properties of the  Partnership  are subject to
competition from other residential  apartment complexes in the area. The General
Partner  believes  that both of the  properties  are  adequately  insured.  Each
property is an  apartment  complex  which  leases units for terms of one year or
less. As of December 31, 2002, no  residential  tenant leases 10% or more of the
available rental space. Both of the properties are in good condition, subject to
normal  depreciation and deterioration as is typical for assets of this type and
age.

Schedule of Real Estate Taxes and Rates:

Real estate taxes and rates in 2002 for each property were as follows:

                                    2002             2002
                                  Billing            Rate
                               (in thousands)

Greentree Apartments              $  52              1.27%
Carriage Hills Apartments           153              3.08%

Capital Improvements:

Greentree Apartments: The Partnership completed approximately $51,000 in capital
expenditures  at  Greentree  Apartments  for the year ended  December  31, 2002,
consisting  primarily of floor covering  replacement.  These  improvements  were
funded from  operations and replacement  reserves.  The Partnership is currently
evaluating the capital  improvement  needs of the property for the upcoming year
and currently expects to budget approximately $53,000.  Additional  improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

Carriage Hills Apartments:  The Partnership completed  approximately $274,000 in
capital  expenditures  at Carriage Hills  Apartments for the year ended December
31, 2002,  consisting primarily of window replacement,  signage,  water heaters,
air conditioning  upgrades,  and floor covering replacement.  These improvements
were funded  from  replacement  reserves  and  operations.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year and currently expects to budget approximately $43,000.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Item 3.  Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its General Partner and several of
their  affiliated  partnerships and corporate  entities.  The action purports to
assert  claims on behalf of a class of  limited  partners  and  derivatively  on
behalf of a number of limited partnerships (including the Partnership) which are
named as nominal defendants, challenging, among other things, the acquisition of
interests in certain General Partner entities by Insignia  Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia;  past
tender offers by the Insignia  affiliates to acquire limited  partnership units;
management of the  partnerships  by the Insignia  affiliates;  and the series of
transactions  which  closed on October 1, 1998 and  February  26,  1999  whereby
Insignia and Insignia  Properties Trust,  respectively,  were merged into AIMCO.
The plaintiffs seek monetary damages and equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the General  Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs  filed an amended  complaint.  The General Partner filed demurrers to
the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended  complaint.  On May 14, 2001,  the Court heard the demurrer to the third
amended  complaint.  On July 10,  2001,  the Court  issued  an order  sustaining
defendants'  demurrer on certain grounds.  On July 20, 2001,  Plaintiffs filed a
motion for  reconsideration  of the Court's July 10, 2001 order granting in part
and denying in part defendants' demurrer. On September 7, 2001, Plaintiffs filed
a fourth amended class and derivative action  complaint.  On September 12, 2001,
the Court denied Plaintiffs' motion for reconsideration. On October 5, 2001, the
General Partner and affiliated defendants filed a demurrer to the fourth amended
complaint,  which was heard on December 11, 2001. On February 2, 2002, the Court
served its order granting in part the demurrer.  The Court has dismissed without
leave  to amend  certain  of the  plaintiffs'  claims.  On  February  11,  2002,
plaintiffs  filed a motion seeking to certify a putative class  comprised of all
non-affiliated  persons  who own or have owned  units in the  partnerships.  The
General Partner and affiliated  defendants oppose the motion. On April 29, 2002,
the Court held a hearing on plaintiffs' motion for class  certification and took
the matter under submission after further briefing, as ordered by the court, was
submitted by the parties.  On July 10, 2002, the Court entered an order vacating
the  current  trial  date of  January  13,  2003 (as well as the  pre-trial  and
discovery cut-off dates) and stayed the case in its entirety through November 7,
2002 so that the parties could have an  opportunity  to discuss  settlement.  On
October  30,  2002,  the court  entered  an order  extending  the stay in effect
through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of  settlement)  and up to $ 1 million toward the cost
of independent  appraisals of the Partnerships'  properties by a Court appointed
appraiser.  An affiliate of the General Partner has also agreed to make a tender
offer to purchase all of the partnership  interests in the  Partnerships  within
one year of final approval,  if it is granted,  and to provide partners with the
independent  appraisals at the time of these  tenders.  The proposed  settlement
also  provides  for the  limitation  of the  allowable  costs  which the General
Partner or its affiliates  will charge the  Partnerships in connection with this
litigation  and  imposes  limits  on the  class  counsel  fees and costs in this
litigation.  If the Court grants preliminary approval of the proposed settlement
in March, a notice will be distributed to partners providing detail on the terms
of the proposed settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the General Partner and affiliated defendants
moved to strike the first  amended  complaint in its entirety for  violating the
Court's  July 10, 2001 order  granting  in part and denying in part  defendants'
demurrer in the Nuanes action, or  alternatively,  to strike certain portions of
the  complaint  based on the statute of  limitations.  Other  defendants  in the
action demurred to the fourth amended complaint,  and,  alternatively,  moved to
strike the  complaint.  On December  11, 2001,  the court heard  argument on the
motions and took the matters under  submission.  On February 4, 2002,  the Court
served  notice of its order  granting  defendants'  motion to strike  the Heller
complaint  as a violation  of its July 10, 2001 order in the Nuanes  action.  On
March 27, 2002, the plaintiffs  filed a notice  appealing the order striking the
complaint.  Before completing briefing on the appeal, the parties stayed further
proceedings  in the  appeal  pending  the  Court's  review  of the  terms of the
proposed settlement above described.

The  General  Partner  does not  anticipate  that any costs to the  Partnership,
whether legal or settlement costs,  associated with these cases will be material
to the Partnership's overall operations.

The Partnership is unaware of any pending or outstanding  litigation that is not
of a routine nature arising in the ordinary course of business.

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

During the quarter ended December 31, 2002, no matter was submitted to a vote of
unit holders through the solicitation of proxies or otherwise.


<PAGE>




                                     PART II

Item 5.  Market for the Partnership's Common Equity and Related Security Holder
         Matters

The  Partnership,  a  publicly-held  limited  partnership,  sold 18,714  limited
partnership units aggregating  $18,714,000  including 100 Units purchased by the
General  Partner for  $100,000.  The  Partnership  currently  has 875 holders of
record  owning an aggregate of 18,625 Units.  Affiliates of the General  Partner
owned 11,009 units or 59.11% at December 31, 2002. No public  trading market has
developed  for the  Units,  and it is not  anticipated  that such a market  will
develop in the future.

The following table sets forth the distributions made by the Partnership for the
year ended December 31, 2001.

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)
       01/01/01 - 12/31/01              $ 156 (1)             $ 8.27

(1) Consists of cash from operations.

There were no  distributions  to the partners during the year ended December 31,
2002. Future cash  distributions will depend on the levels of net cash generated
from  operations,  the  availability  of cash  reserves  and the  timing of debt
maturities,  refinancings,  and/or property sales.  The Partnership is currently
planning on refinancing the debt encumbering  Greentree  Apartments prior to its
October 2003 maturity.  The  Partnership's  cash available for  distribution  is
reviewed  on a monthly  basis.  There  can be no  assurance,  however,  that the
Partnership  will  generate  sufficient  funds from  operations  after  required
capital  expenditures to permit any additional  distributions to its partners in
2003 or subsequent  periods.  See "Item 2.  Description  of Properties - Capital
Improvements"   for  information   relating  to  capital   expenditures  at  the
properties.  Distributions  may be restricted by the  requirement to deposit net
operating  income (as defined in the  mortgage  note) into the  Reserve  Account
until the  Reserve  Account  is  funded  in an amount  equal to $200 to $400 per
apartment unit for Greentree Apartments for a total of $35,600 to $71,200. As of
December 31, 2002, the Partnership had deposits of approximately  $72,000 in the
reserve account.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 11,009 limited partnership units in
the Partnership  representing  59.11% of the  outstanding  Units at December 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled  to take  action  with  respect to a variety of  matters,  which  would
include voting on certain amendments to the Partnership  Agreement and voting to
remove  the  General  Partner.  As a result  of its  ownership  of 59.11% of the
outstanding  Units,  AIMCO is in a position to control all such voting decisions
with  respect to the  Registrant.  Although the General  Partner owes  fiduciary
duties to the limited partners of the Partnership, the General Partner also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.


<PAGE>



Item 6.  Management's Discussion and Analysis or Plan of Operation

This  item  should  be read  in  conjunction  with  the  consolidated  financial
statements and other items contained elsewhere in this report.

Results of Operations

The Partnership realized a net loss of approximately  $30,000 for the year ended
December 31, 2002, compared to net income of approximately  $43,000 for the year
ended  December  31,  2001.  The  decrease in net income is due to a decrease in
total revenues and an increase in total expenses.  Total revenues  decreased due
to a decrease in rental  income,  which was  partially  offset by an increase in
other income. Rental income decreased primarily due to the decrease in occupancy
at both of the Partnership's  investment properties,  an increase in concessions
at both properties, and an increase in bad debt expense at Greentree Apartments,
partially  offset by an increase in the average rental rate at both  properties.
Other  income  increased  primarily  due to  increases  in late  charges at both
properties,  utility  reimbursements  at Carriage  Hills  Apartments,  and lease
cancellation fees at Greentree Apartments.

Total expenses  increased due to increases in both depreciation and property tax
expense,  partially offset by a decrease in general and administrative expenses.
Depreciation  expense  increased  due  to  an  increase  in  depreciable  assets
resulting from property improvements and replacements  completed during the past
twelve months. Property tax expense increased due to an increase in the assessed
value at both of the  Partnership's  investment  properties.  Both operating and
interest  expense  remained  relatively  constant  for the  comparable  periods.
General and administrative expenses decreased primarily due to a decrease in the
costs of  services  included  in the  management  reimbursements  to the General
Partner  as  allowed  under  the   Partnership   Agreement  and  a  decrease  in
professional  fees  associated  with the  management  of the  Partnership.  Also
included in general and  administrative  expenses at both  December 31, 2002 and
2001 are costs  associated  with the  quarterly and annual  communications  with
investors  and  regulatory  agencies  and  the  annual  audit  required  by  the
Partnership Agreement.

As part of the ongoing  business plan of the  Partnership,  the General  Partner
monitors the rental market  environment of each of its investment  properties to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. As part of this
plan, the General Partner attempts to protect the Partnership from the burden of
inflation-related  increases in expenses by increasing  rents and  maintaining a
high overall occupancy level. However, due to changing market conditions,  which
can  result in the use of rental  concessions  and rental  reductions  to offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.

Liquidity and Capital Resources

At  December  31,  2002,  the  Partnership  had  cash and  cash  equivalents  of
approximately $111,000,  compared to approximately $84,000 at December 31, 2001.
The increase in cash and cash  equivalents  of  approximately  $27,000 is due to
approximately  $508,000 of cash  provided  by  operating  activities,  partially
offset by  approximately  $307,000  of cash  used in  investing  activities  and
approximately  $174,000  of cash  used in  financing  activities.  Cash  used in
investing   activities   consisted   primarily  of  property   improvements  and
replacements,  partially offset by net receipts from escrow accounts  maintained
by the mortgage lender. Cash used in financing  activities consisted of payments
on advances  from the  General  Partner and  payments of  principal  made on the
mortgages encumbering the Registrant's properties,  partially offset by advances
from the General Partner.  The Partnership  invests its working capital reserves
in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the investment  properties to adequately  maintain the
physical  assets and other  operating needs of the Registrant and to comply with
Federal, state and local legal and regulatory requirements.  The General Partner
monitors  developments  in the area of legal and  regulatory  compliance  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including  increased  legal  and audit  fees.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming year and currently expects to budget approximately $96,000.  Additional
improvements may be considered and will depend on the physical  condition of the
properties as well as replacement  reserves and anticipated  cash flow generated
by the properties.

The additional  capital  expenditures will be incurred only if cash is available
from  operations  and  Partnership  reserves.  To the extent that such  budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.

The  Registrant's  assets are thought to be sufficient  for any near-term  needs
(exclusive  of capital  improvements  and the upcoming  maturity of debt) of the
Registrant.  The  mortgage  indebtedness  of  approximately  $8,398,000,  net of
discount,  matures in October  2003 and December  2004 with balloon  payments of
approximately  $3,248,000 and $4,958,000  due at maturity.  The General  Partner
will attempt to refinance such indebtedness  and/or sell the properties prior to
such  maturity  dates.  If the  properties  cannot be  refinanced  or sold for a
sufficient  amount,  the  Registrant  will risk losing such  properties  through
foreclosure.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2002 and 2001 (in the thousands, except per unit data):
<TABLE>
<CAPTION>

                       Year Ended      Per Limited      Year Ended      Per Limited
                      December 31,     Partnership     December 31,     Partnership
                          2002            Unit             2001             Unit

<S>                     <C>              <C>               <C>             <C>
Operations              $   --           $   --            $156            $ 8.27
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings,  and/or property sales.  The Partnership is currently  planning on
refinancing the debt encumbering  Greentree Apartments prior to its October 2003
maturity.  The  Registrant's  cash available for  distribution  is reviewed on a
monthly basis.  There can be no assurance,  however,  that the Partnership  will
generate sufficient funds from operations,  after required capital expenditures,
to permit any  additional  distributions  to its partners in 2003 or  subsequent
periods.  Distributions  may be  restricted  by the  requirement  to deposit net
operating  income (as defined in the  mortgage  note) into the  Reserve  Account
until the  Reserve  Account  is  funded  in an amount  equal to $200 to $400 per
apartment unit for Greentree Apartments for a total of $35,600 to $71,200. As of
December 31, 2002, the Partnership had deposits of approximately  $72,000 in the
reserve account.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 11,009 limited partnership units in
the Partnership  representing  59.11% of the  outstanding  Units at December 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled  to take  action  with  respect to a variety of  matters,  which  would
include voting on certain amendments to the Partnership  Agreement and voting to
remove  the  General  Partner.  As a result  of its  ownership  of 59.11% of the
outstanding  Units,  AIMCO is in a position to control all such voting decisions
with  respect to the  Registrant.  Although the General  Partner owes  fiduciary
duties to the limited partners of the Partnership, the General Partner also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Summary of Significant  Accounting Policies" which is
included  in  the  consolidated  financial  statements  in  "Item  7.  Financial
Statements".  The General  Partner  believes that the consistent  application of
these  policies  enables the  Partnership  to provide  readers of the  financial
statements  with  useful  and  reliable   information  about  the  Partnership's
operating  results and financial  condition.  The  preparation  of  consolidated
financial statements in conformity with accounting principles generally accepted
in the United States requires the Partnership to make estimates and assumptions.
These  estimates  and  assumptions  affect  the  reported  amounts of assets and
liabilities at the date of the financial  statements as well as reported amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from these  estimates.  Judgments and  assessments of  uncertainties  are
required in applying the  Partnership's  accounting  policies in many areas. The
following may involve a higher degree of judgment and complexity.

Impairment of Long-Lived Assets

Investment  properties  are  recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.


<PAGE>


Item 7.  Financial Statements


ANGELES PARTNERS X

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2002

      Consolidated Statements of Operations - Years ended December 31, 2002 and
      2001

      Consolidated Statements of Changes in Partners' Deficit - Years  ended
      December 31, 2002 and 2001

      Consolidated Statements of Cash Flows - Years ended December 31, 2002 and
      2001

      Notes to Consolidated Financial Statements


<PAGE>


                 Report of Ernst & Young LLP, Independent Auditors


The Partners
Angeles Partners X


We have audited the accompanying  consolidated balance sheet of Angeles Partners
X  as  of  December  31,  2002,  and  the  related  consolidated  statements  of
operations,  changes in  partners'  deficit,  and cash flows for each of the two
years in the period ended December 31, 2002. These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by the  Partnership's  management,  as  well  as  evaluating  the  overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the consolidated financial position of Angeles Partners X
at December 31, 2002,  and the  consolidated  results of its  operations and its
cash flows for each of the two years in the period ended  December 31, 2002,  in
conformity with accounting principles generally accepted in the United States.

As  discussed  in  Note  G  to  the  consolidated   financial  statements,   the
accompanying consolidated balance sheet and consolidated statement of changes in
partners'  deficit  have been  restated to reflect a  correction  of an error in
recording property taxes.

                                                          /s/ ERNST & YOUNG LLP


Greenville, South Carolina February 14, 2003, except for Note G, as to which the
date is May 13, 2003


<PAGE>



                               ANGELES PARTNERS X

                      CONSOLIDATED BALANCE SHEET (RESTATED)
                        (in thousands, except unit data)

                                December 31, 2002
<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   111
   Receivables and deposits                                                       30
   Restricted escrows                                                             86
   Other assets                                                                   71
   Due from General Partner and affiliates (Note D)                               56
   Investment properties (Notes B and E):
      Land                                                     $ 312
      Buildings and related personal property                   10,629
                                                                10,941
      Less accumulated depreciation                             (8,102)        2,839
                                                                            $ 3,193

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 69
   Tenant security deposit liabilities                                            37
   Due to General Partner and affiliates (Note D)                                105
   Accrued property taxes                                                         73
   Other liabilities                                                              89
   Mortgage notes payable (Note B)                                             8,398

Partners' Deficit
   General partners                                           $   (248)
   Limited partners (18,625 units issued and
      outstanding)                                              (5,330)      (5,578)
                                                                            $ 3,193

          See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                               ANGELES PARTNERS X

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per unit data)

                                                           Years Ended
                                                           December 31,
                                                          2002        2001
Revenues:
   Rental income                                        $ 2,253     $ 2,338
   Other income                                             213         170
      Total revenues                                      2,466       2,508

Expenses:
   Operating                                                922         922
   General and administrative                               145         164
   Depreciation                                             518         496
   Interest                                                 689         695
   Property taxes                                           222         188
      Total expenses                                      2,496       2,465

Net (loss) income                                       $   (30)    $    43

Net (loss) income allocated to general
   partners (1%)                                        $    --     $    --

Net (loss) income allocated to limited
   partners (99%)                                           (30)         43

                                                        $   (30)    $    43

Net (loss) income per limited partnership unit          $ (1.61)    $  2.31

Distributions per limited partnership unit              $    --     $  8.27

          See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                               ANGELES PARTNERS X

        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT (RESTATED)
                        (in thousands, except unit data)

<TABLE>
<CAPTION>

                                            Limited
                                          Partnership    General     Limited
                                             Units       Partners   Partners      Total

<S>                                          <C>           <C>       <C>       <C>
Original capital contributions               18,714        $ 1       $18,714   $ 18,715

Partners' deficit at December 31,
   2000, as originally reported              18,625      $  (245)    $(5,080)  $ (5,325)

Correction of an error in recording
   property tax expense (Note G)                 --           (1)       (109)      (110)
Partners' deficit
   at December 31, 2000, as restated         18,625         (246)     (5,189)    (5,435)

Distributions to partners                        --           (2)       (154)      (156)

Net income for the year ended
   December 31, 2001                             --           --          43         43

Partners' deficit at
   December 31, 2001                         18,625         (248)     (5,300)    (5,548)

Net loss for the year
   ended December 31, 2002                       --           --         (30)       (30)

Partners' deficit
   at December 31, 2002                      18,625      $ (248)     $(5,330)  $ (5,578)

          See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                               ANGELES PARTNERS X

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                                  2002        2001
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net (loss) income                                              $ (30)       $ 43
  Adjustments to reconcile net (loss) income to net
   cash provided by operating activities:
   Depreciation                                                     518          496
   Amortization of discounts and loan costs                          43           43
   Bad debt expense                                                  69           25
   Change in accounts:
      Receivables and deposits                                      (60)          22
      Other assets                                                    2           --
      Due from General Partner and affiliates                       (56)          --
      Accounts payable                                              (14)           7
      Tenant security deposit liabilities                            16            6
      Accrued property taxes                                         13          (10)
      Due to General Partner and affiliates                           5            2
      Other liabilities                                               2          (44)

      Net cash provided by operating activities                     508          590

Cash flows from investing activities:
  Property improvements and replacements                           (325)        (504)
  Net withdrawals from (deposits to) restricted escrows              18          (15)

       Net cash used in investing activities                       (307)        (519)

Cash flows from financing activities:
  Payments on mortgage notes payable                               (135)        (126)
  Advances from General Partner                                     147          137
  Payments on advances from General Partner                        (186)          --
  Distributions to partners                                          --         (156)

       Net cash used in financing activities                       (174)        (145)

Net increase (decrease) in cash and cash equivalents                 27          (74)

Cash and cash equivalents at beginning of year                       84          158

Cash and cash equivalents at end year                            $ 111        $ 84

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 648        $ 652

At  December  31,  2000,  approximately  $83,000 of  property  improvements  and
replacements were included in accounts payable.

          See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                               ANGELES PARTNERS X

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2002


Note A - Organization and Summary of Significant Accounting Policies

Organization:  Angeles  Partners  X (the  "Registrant"  or  "Partnership")  is a
publicly-held limited partnership organized under the California Uniform Limited
Partnership  Act  pursuant to a  Certificate  and Amended  Agreement  of Limited
Partnership  (hereinafter  referred to as the "Agreement")  dated June 24, 1980.
The general partner responsible for management of the Partnership's  business is
Angeles  Realty  Corporation  ("ARC"),  a  California  corporation  (hereinafter
referred to as the "General  Partner").  Effective  December  1992,  100% of the
General  Partners'  outstanding  stock was purchased by MAE GP Corporation ("MAE
GP").  Effective February 25, 1998, MAE GP merged into Insignia Properties Trust
("IPT"),  which was merged into  Apartment  Investment  and  Management  Company
("AIMCO"),  a publicly traded real estate investment trust,  effective  February
26, 1999.  Thus, the General Partner is now a wholly-owned  subsidiary of AIMCO.
The  Non-Managing  General  Partner  is AIMCO  Properties,  LP,  a  wholly-owned
subsidiary of AIMCO.  The General Partner and the  Non-Managing  General Partner
are herein collectively referred to as the "General Partners".  The director and
officers of the General Partner also serve as executive  officers of AIMCO.  The
Partnership  Agreement provides that the Partnership is to terminate on December
31,  2035  unless  terminated  prior to such  date.  The  Partnership  commenced
operations on May 12, 1981, and completed its  acquisition of properties  during
1982. The Partnership  operates two apartment  properties located in Alabama and
Michigan.

Principles of Consolidation:  The consolidated  financial statements include all
the accounts of the  Partnership  and its 99% limited  partnership  interests in
Cardinal Woods  Apartments,  Ltd. and Carriage AP X Ltd. The general  partner of
the  consolidated  partnerships  is Angeles Realty  Corporation.  Angeles Realty
Corporation  may  be  removed  as  the  general  partner  of  the   consolidated
partnership by the Registrant;  therefore,  the  consolidated  partnerships  are
controlled and consolidated by the Registrant. All significant  interpartnership
balances have been eliminated.

Allocations to Partners: Net income (other than that arising from the occurrence
of a sale or  disposition)  and net loss shall be  allocated  1% to the  General
Partners  and  99% to the  Limited  Partners.  Gains  from  the  sale  or  other
disposition  of assets  shall be  allocated  as follows:  first,  to the General
Partner  to  the  extent  of  any  incentive  distribution,  as  defined  in the
Partnership Agreement, to which the General Partner is entitled;  second, to the
partners in proportion to their interests in the Partnership.

Except as discussed below, the Partnership will allocate distributions 1% to the
General Partners and 99% to the Limited Partners.

Upon  the  sale or  other  disposition,  or  refinancing,  of any  asset  of the
Partnership  other than in connection with the  dissolution of the  Partnership,
the  Distributable  Net  Proceeds  thereof,  if any,  which the General  Partner
determines  are not required for support of the  operations  of the  Partnership
must be distributed: (i) first, to the General Partners and the Limited Partners
in proportion to their interests in the Partnership,  until all Limited Partners
have  received   distributions   equal  to  their  Original  Capital  Investment
Applicable to the Disposition plus their 6% additional Cumulative  Distribution;
(ii) second,  to the General  Partner in an amount equal to 4% of the  aggregate
sales price of the property  ("Incentive  Distribution");  (iii)  third,  to the
General  Partners and the Limited  Partners in proportion to their  interests in
the Partnership  until all Limited Partners shall have received their additional
4% Cumulative Distribution;  and (iv) thereafter,  the remaining proceeds of the
disposition  shall be  distributed  eighty-eight  percent  (88%) to the  Limited
Partners in proportion to their interests in the Partnership, and twelve percent
(12%) to the General Partners.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used for
real property over 18 years for additions after March 15, 1984 and before May 9,
1985, and 19 years for additions  after May 8, 1985, and before January 1, 1987.
As a result of the Tax Reform Act of 1986,  for  additions  after  December  31,
1986, the modified  accelerated cost recovery method is used for depreciation of
(1) real property over 27 1/2 years and (2) personal  property  additions over 5
years.

Cash and Cash Equivalents: Includes cash on hand and in banks. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Cash  balances  include  approximately  $103,000  at  December  31, 2002 that is
maintained by an affiliated  management company on behalf of affiliated entities
in cash concentration accounts.

Tenant  Security  Deposits:  The  Partnership  requires  security  deposits from
lessees for the duration of the lease.  The security  deposits are refunded when
the tenant vacates, provided the tenant has not damaged its space and is current
on its rental payments.

Investment Properties:  Investment properties consist of two apartment complexes
and are  stated  at cost.  Acquisition  fees are  capitalized  as a cost of real
estate. Expenditures in excess of $250 that maintain an existing asset which has
a useful  life of more  than one year are  capitalized  as  capital  replacement
expenditures  and  depreciated  over the  estimated  useful  life of the  asset.
Expenditures for ordinary repairs,  maintenance and apartment turnover costs are
expensed as incurred.  In  accordance  with  Statement  of Financial  Accounting
Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets," the  Partnership  records  impairment  losses on long-lived
assets used in operations when events and circumstances indicate that the assets
might be impaired and the  undiscounted  cash flows estimated to be generated by
those  assets  are less than the  carrying  amounts  of those  assets.  Costs of
apartment  properties that have been permanently impaired have been written down
to appraised  value. No adjustments for impairment of value were recorded in the
years ended December 31, 2002 or 2001.

During 2001, AIMCO, an affiliate of the General Partner,  commissioned a project
to study process  improvement ideas to reduce operating costs. The result of the
study led to a re-engineering of business processes and eventual redeployment of
personnel and related capital spending. The implementation of these plans during
2002, accounted for as a change in accounting estimate, resulted in a refinement
of the  Partnership's  process  for  capitalizing  certain  direct and  indirect
project costs (principally  payroll related costs) and increased  capitalization
of such costs by approximately $19,000 in 2002 compared to 2001.

Restricted Escrows:

      Reserve  Account:  A general  reserve  account  was  established  with the
      refinancing   proceeds  for   Greentree   Apartments.   These  funds  were
      established  to cover  necessary  repairs  and  replacements  of  existing
      improvements,  debt service,  out-of-pocket expenses incurred for ordinary
      and necessary administrative tasks, and payment of real property taxes and
      insurance premiums.  Distributions may be restricted by the requirement to
      deposit net  operating  income (as defined in the mortgage  note) into the
      Reserve  Account until the Reserve Account is funded in an amount equal to
      $200 to $400 per apartment  unit for Greentree  Apartments  for a total of
      $35,600 to $71,200.  As of December 31, 2002, the Partnership had deposits
      of  approximately  $72,000 in the reserve account.  A replacement  reserve
      account is also maintained for Carriage Hills Apartments.  Reserve escrows
      for both properties totaled approximately $86,000 at December 31, 2002.

Loan Costs: Loan costs of approximately  $302,000 less accumulated  amortization
of  approximately  $255,000,  are included in other  assets in the  accompanying
consolidated  balance sheet. Loan costs are amortized on a straight-line  method
over the life of the loans.  Amortization  expense  for 2002 is  $36,000  and is
included  in  interest   expense.   Amortization   expense  is  expected  to  be
approximately $32,000 in 2003 and approximately $15,000 in 2004.

Leases: The Partnership  generally leases apartment units for twelve month terms
or less.  The  Partnership  recognizes  income as earned on its  leases  and the
Partnership  fully  reserves  all  balances  outstanding  over thirty  days.  In
addition,  the General  Partner's policy is to offer rental  concessions  during
particularly  slow months or in response to heavy competition from other similar
complexes  in the  area.  Concessions  are  charged  against  rental  income  as
incurred.

Use of Estimates:  The  preparation of financial  statements in conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the financial  statements and  accompanying  notes.  Actual results could differ
from those estimates.

Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair Value
of  Financial  Instruments",  as amended  by SFAS No.  119,  "Disclosures  about
Derivative  Financial  Instruments  and Fair  Value of  Financial  Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the  carrying  amount of its  financial  instruments  (except for long term
debt)  approximates  their fair value due to the short  term  maturity  of these
instruments.  The  fair  value  of  the  Partnership's  long  term  debt,  after
discounting the scheduled loan payments to maturity,  approximates  its carrying
balance.

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also establishes  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.

Advertising  Costs:  The  Partnership  expenses  the  costs  of  advertising  as
incurred.  Advertising costs of approximately $33,000 and $30,000, for the years
ended  December  31,  2002 and 2001,  respectively,  were  charged to  operating
expense as incurred.

Recent  Accounting  Pronouncements:  In August 2001,  the  Financial  Accounting
Standards Board issued SFAS No. 144,  "Accounting for the Impairment or Disposal
of Long-Lived  Assets".  SFAS No. 144 provides accounting guidance for financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
SFAS No.  144  supersedes  SFAS  No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of". SFAS No. 144 is
effective for fiscal years  beginning  after December 15, 2001. The  Partnership
adopted  SFAS No. 144  effective  January 1, 2002.  The  adoption did not have a
material  effect on the  financial  position  or  results of  operations  of the
Partnership.

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
"Rescission of FASB  Statements  No. 4, 44 and 64". SFAS No. 4 "Reporting  Gains
and Losses from Extinguishment of Debt," required that all gains and losses from
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, and accordingly, gains and
losses from extinguishment of debt should only be classified as extraordinary if
they are unusual in nature and occur  infrequently.  Neither criteria applies to
the Partnership.  SFAS No. 145 is effective for fiscal years beginning after May
15, 2002 with early  adoption an option.  The  Partnership  adopted SFAS No. 145
effective  April 1, 2002.  The  adoption  did not have a material  effect on the
financial position or results of operations of the Partnership.

Note B - Mortgage Notes Payable
<TABLE>
<CAPTION>

                            Principal       Monthly                            Principal
                            Balance At      Payment                             Balance
                           December 31,    Including   Interest   Maturity      Due At
Property                       2002        Interest      Rate       Date       Maturity
                                 (in thousands)                             (in thousands)

Greentree Apartments
<S>                          <C>              <C>        <C>       <C>        <C>
  1st mortgage               $ 3,188          27         7.83%     10/03      $3,135
  2nd mortgage                   113           1         7.83%     10/03         113

Carriage Hills
  Apartments
  1st mortgage                 5,104          37         7.39%     12/04       4,958
                               8,405         $65
Less unamortized
  discount at a rate
  of 8.13% (a)                    (7)

     Total                   $ 8,398                                          $8,206
</TABLE>

(a)  An interest rate  buy-down was  exercised  for Greentree  when the debt was
     refinanced.  The fee for the interest rate  reductions  amounted to $73,700
     and is being  amortized as a mortgage  discount on the interest method over
     the life of the loan.  The  unamortized  discount  fees are  reflected as a
     reduction of the note payable and increase the  effective  rate of the debt
     to 8.13%.

Scheduled  principal  payments of mortgage notes payable  subsequent to December
31, 2002, are as follows (in thousands):

                                2003            $3,375
                                2004             5,030
                                                $8,405

The  mortgage  notes  payable are  nonrecourse  and are secured by pledge of the
respective  properties  and by a  pledge  of  revenues  from  operations  of the
respective properties. Certain of the mortgage notes impose prepayment penalties
if repaid prior to maturity.  Further, the properties may not be sold subject to
existing indebtedness.

Note C - Income Taxes

The Partnership has received a ruling from the Internal  Revenue Service that it
will  be  classified  as  a  partnership   for  Federal   income  tax  purposes.
Accordingly,  no provision for income taxes is made in the financial  statements
of the Partnership. Taxable income or loss of the Partnership is reported in the
income tax returns of its partners.

The  following is a  reconciliation  of reported  net (loss)  income and Federal
taxable income (in thousands):

                                          2002          2001

Net (loss) income as reported            $  (30)       $   43
Add (deduct):
     Depreciation differences               204           157
     Unearned income                         (5)           --
     Other                                  (23)           --
     Mortgage discount                       --           (45)

Federal taxable income                   $  146        $  155

Federal taxable income per
     limited partnership unit            $ 7.76        $ 8.25

The  following  is  a   reconciliation   at  December  31,  2002,   between  the
Partnership's  reported  amounts and Federal  tax basis of net  liabilities  (in
thousands):

Net liabilities - as reported         $ (5,578)
 Land and buildings                      1,616
 Accumulated depreciation               (1,712)
 Syndication fees                        2,071
 Other                                     146
Net liabilities - Federal tax basis   $ (3,457)

Note D - Transactions with Affiliated Parties

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement  provides for (i) payments to affiliates for services
and (ii)  reimbursement of certain expenses  incurred by affiliates on behalf of
the Partnership.

During the years ended  December  31, 2002 and 2001,  affiliates  of the General
Partner  were  entitled to receive 5% of gross  receipts  from the  Registrant's
properties for providing property  management  services.  The Registrant paid or
accrued to such affiliates  approximately  $133,000 and $134,000,  respectively,
for the years ended December 31, 2002 and 2001, respectively.  These amounts are
included in operating expenses. Approximately $4,000 of property management fees
were accrued at December 31, 2002 and are included in Due to General Partner and
affiliates.

Affiliates  of  the  General  Partner  received   reimbursement  of  accountable
administrative expenses amounting to approximately $107,000 and $193,000 for the
years ended December 31, 2002 and 2001, respectively.  Included in these amounts
are fees related to construction management services provided by an affiliate of
the General  Partner of  approximately  $35,000 and $111,000 for the years ended
December 31, 2002 and 2001,  respectively.  The construction  management service
fees are  calculated  based on a percentage  of current  additions to investment
properties.  These amounts are included in general and  administrative  expenses
and investment  properties.  During the fourth quarter of 2002, the  Partnership
recorded an adjustment  to the  reimbursements  paid to the General  Partner for
accountable  administrative expenses of approximately $56,000 due to a change in
estimated costs. The reimbursements  paid to the General Partner for accountable
administrative  expenses for the nine months ended September 30, 2002 were based
on estimated  amounts.  During the fourth quarter of 2002, these  reimbursements
were adjusted  based on the actual costs of services  performed by affiliates of
the General  Partner.  This amount is included in due from  General  Partner and
affiliates.

In accordance  with the  Partnership  Agreement,  the General Partner loaned the
Partnership funds to cover capital improvements at Carriage Hills Apartments and
Greentree  Apartments,  during the years ended  December  31, 2002 and 2001.  At
December  31, 2002,  the amount of  outstanding  loans and accrued  interest was
approximately  $99,000 and is included in due to General Partner and affiliates.
Interest  is charged at the prime rate plus 2%, or 6.25% at December  31,  2002.
Interest  expense  was  approximately  $4,000  and  $2,000  for the years  ended
December 31, 2002,  and 2001,  respectively.  During the year ended December 31,
2002, the  Partnership  made principal  payments of  approximately  $186,000 and
interest payments of approximately $5,000 to the General Partner.

The Partnership  Agreement provides for a fee equal to 5% of "net cash flow from
operations",  as defined in the Partnership Agreement, to be paid to the general
partner for executive and administrative services. The Partnership accrued a fee
of approximately  $2,000 for the year ended December 31, 2002, which is included
in due to General  Partner  and  general and  administrative  expenses.  No such
management fee was accrued for the year ended December 31, 2001.

Pursuant  to the  Partnership  Agreement,  the  General  Partner is  entitled to
receive a distribution  equal to 4% of the aggregate  disposition  price of sold
properties.  The  Partnership  paid a distribution  of $154,000,  to the General
Partner related to the sale of Vista Hills Apartments in 1999. This distribution
is  subordinate  to  the  limited  partners  receiving  their  original  capital
contributions  plus a  cumulative  preferred  return  of 6% per  annum  of their
adjusted capital  investment,  as defined in the Partnership  Agreement.  If the
limited   partners  have  not  received  these  returns  when  the   Partnership
terminates, the General Partner will return this amount to the Partnership.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the General Partner.  During the years ended December 31, 2002
and 2001, the Partnership was charged by AIMCO and its affiliates  approximately
$40,000 and $33,000,  respectively,  for insurance  coverage and fees associated
with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 11,009 limited partnership units in
the Partnership  representing  59.11% of the  outstanding  Units at December 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled  to take  action  with  respect to a variety of  matters,  which  would
include voting on certain amendments to the Partnership  Agreement and voting to
remove  the  General  Partner.  As a result  of its  ownership  of 59.11% of the
outstanding  Units,  AIMCO is in a position to control all such voting decisions
with  respect to the  Registrant.  Although the General  Partner owes  fiduciary
duties to the limited partners of the Partnership, the General Partner also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.

Note E - Investment Properties and Accumulated Depreciation
<TABLE>
<CAPTION>

                                                  Initial Cost
                                                 To Partnership
                                                 (in thousands)

                                                         Buildings         Cost
                                                        and Related     Capitalized
                                                          Personal     Subsequent to
        Description           Encumbrances     Land       Property      Acquisition
                             (in thousands)                           (in thousands)

<S>                             <C>         <C>           <C>            <C>
Greentree Apartments            $ 3,301     $   211       $ 3,345        $ 1,504
Carriage Hills Apartments         5,104         101         3,509          2,271
  Totals                        $ 8,405     $   312       $ 6,854        $ 3,775
</TABLE>

<TABLE>
<CAPTION>

                       Gross Amount At Which Carried
                         At December 31, 2002
                            (in thousands)

                            Buildings
                           And Related
                            Personal             Accumulated    Date of      Date   Depreciable
    Description      Land   Property     Total   Depreciation Construction Acquired    Life
                                                (in thousands)

<S>                  <C>     <C>       <C>         <C>           <C>       <C>   <C> <C>
Greentree Apartments $ 211   $ 4,849   $ 5,060     $ 4,134       8/74      12/31/81  5-30 yrs
Carriage Hill          101     5,780     5,881       3,968       6/72      7/30/82   5-30 yrs
  Apartments
  Totals             $ 312   $10,629   $10,941     $ 8,102
</TABLE>

Reconciliation of "investment properties and accumulated depreciation":

                                                Years Ended December 31,
                                                  2002            2001
                                                     (in thousands)

Investment Properties

Balance at beginning of year                   $10,616          $10,195
    Property improvements                          325              421

Balance at end of year                         $10,941          $10,616

Accumulated Depreciation

Balance at beginning of year                   $ 7,584          $ 7,088
    Depreciation expense                           518              496

Balance at end of year                         $ 8,102          $ 7,584

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2002 and 2001,  is  approximately  $12,557,000  and  $12,232,000,
respectively.  The  accumulated  depreciation,  taken  for  Federal  income  tax
purposes  at  December  31,  2002 and  2001,  is  approximately  $9,814,000  and
$9,500,000, respectively.

Note F - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its General Partner and several of
their  affiliated  partnerships and corporate  entities.  The action purports to
assert  claims on behalf of a class of  limited  partners  and  derivatively  on
behalf of a number of limited partnerships (including the Partnership) which are
named as nominal defendants, challenging, among other things, the acquisition of
interests in certain General Partner entities by Insignia  Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia;  past
tender offers by the Insignia  affiliates to acquire limited  partnership units;
management of the  partnerships  by the Insignia  affiliates;  and the series of
transactions  which  closed on October 1, 1998 and  February  26,  1999  whereby
Insignia and Insignia  Properties Trust,  respectively,  were merged into AIMCO.
The plaintiffs seek monetary damages and equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the General  Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs  filed an amended  complaint.  The General Partner filed demurrers to
the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended  complaint.  On May 14, 2001,  the Court heard the demurrer to the third
amended  complaint.  On July 10,  2001,  the Court  issued  an order  sustaining
defendants'  demurrer on certain grounds.  On July 20, 2001,  Plaintiffs filed a
motion for  reconsideration  of the Court's July 10, 2001 order granting in part
and denying in part defendants' demurrer. On September 7, 2001, Plaintiffs filed
a fourth amended class and derivative action  complaint.  On September 12, 2001,
the Court denied Plaintiffs' motion for reconsideration. On October 5, 2001, the
General Partner and affiliated defendants filed a demurrer to the fourth amended
complaint,  which was heard on December 11, 2001. On February 2, 2002, the Court
served its order granting in part the demurrer.  The Court has dismissed without
leave  to amend  certain  of the  plaintiffs'  claims.  On  February  11,  2002,
plaintiffs  filed a motion seeking to certify a putative class  comprised of all
non-affiliated  persons  who own or have owned  units in the  partnerships.  The
General Partner and affiliated  defendants oppose the motion. On April 29, 2002,
the Court held a hearing on plaintiffs' motion for class  certification and took
the matter under submission after further briefing, as ordered by the court, was
submitted by the parties.  On July 10, 2002, the Court entered an order vacating
the  current  trial  date of  January  13,  2003 (as well as the  pre-trial  and
discovery cut-off dates) and stayed the case in its entirety through November 7,
2002 so that the parties could have an  opportunity  to discuss  settlement.  On
October  30,  2002,  the court  entered  an order  extending  the stay in effect
through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of  settlement)  and up to $ 1 million toward the cost
of independent  appraisals of the Partnerships'  properties by a Court appointed
appraiser.  An affiliate of the General Partner has also agreed to make a tender
offer to purchase all of the partnership  interests in the  Partnerships  within
one year of final approval,  if it is granted,  and to provide partners with the
independent  appraisals at the time of these  tenders.  The proposed  settlement
also  provides  for the  limitation  of the  allowable  costs  which the General
Partner or its affiliates  will charge the  Partnerships in connection with this
litigation  and  imposes  limits  on the  class  counsel  fees and costs in this
litigation.  If the Court grants preliminary approval of the proposed settlement
in March, a notice will be distributed to partners providing detail on the terms
of the proposed settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the General Partner and affiliated defendants
moved to strike the first  amended  complaint in its entirety for  violating the
Court's  July 10, 2001 order  granting  in part and denying in part  defendants'
demurrer in the Nuanes action, or  alternatively,  to strike certain portions of
the  complaint  based on the statute of  limitations.  Other  defendants  in the
action demurred to the fourth amended complaint,  and,  alternatively,  moved to
strike the  complaint.  On December  11, 2001,  the court heard  argument on the
motions and took the matters under  submission.  On February 4, 2002,  the Court
served  notice of its order  granting  defendants'  motion to strike  the Heller
complaint  as a violation  of its July 10, 2001 order in the Nuanes  action.  On
March 27, 2002, the plaintiffs  filed a notice  appealing the order striking the
complaint.  Before completing briefing on the appeal, the parties stayed further
proceedings  in the  appeal  pending  the  Court's  review  of the  terms of the
proposed settlement above described.

The  General  Partner  does not  anticipate  that any costs to the  Partnership,
whether legal or settlement costs,  associated with these cases will be material
to the Partnership's overall operations.

The Partnership is unaware of any pending or outstanding  litigation that is not
of a routine nature arising in the ordinary course of business.

Note G - Correction of an Error

The  Partnership's  partners'  deficit as of December 31, 2000 has been restated
for an  understatement of Michigan property tax expense in prior years due to an
inadvertent misapplication of Michigan tax law on the accrual of property taxes.
The correction of the error has resulted in an increase in the partners' deficit
balance of approximately $110,000.

Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosures

         None.


<PAGE>



                                    PART III


Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
                     with Section 16(a) of the Exchange Act

The Registrant has no officers or directors.

The  names  and ages of,  as well as the  positions  and  offices  held by,  the
executive  officers  and  director  of  the  General  Partner,   Angeles  Realty
Corporation,  are set forth below. There are no family relationships  between or
among any officers and director.

Name                        Age    Position

Patrick J. Foye              45    Executive Vice President and Director
Paul J. McAuliffe            46    Executive Vice President and Chief
                                     Financial Officer
Thomas C. Novosel            44    Senior Vice President and Chief Accounting
                                     Officer

Patrick J. Foye has been  Executive  Vice  President and Director of the General
Partner since October 1, 1998.  Mr. Foye has served as Executive  Vice President
of AIMCO since May 1998,  where he is responsible  for  continuous  improvement,
acquisitions of partnership securities, consolidation of minority interests, and
corporate and other acquisitions.  Prior to joining AIMCO, Mr. Foye was a Merger
and Acquisitions Partner in the law firm of Skadden, Arps, Slate, Meagher & Flom
LLP from 1989 to 1998.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the  General  Partner  since  April 1,  2002.  Mr.  McAuliffe  has  served as
Executive  Vice  President  of AIMCO  since  February  1999 and Chief  Financial
Officer of AIMCO since  October 1999.  From May 1996 until he joined AIMCO,  Mr.
McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas C. Novosel has been Senior Vice President and Chief Accounting Officer of
the General  Partner since April 1, 2002.  Mr. Novosel has served as Senior Vice
President and Chief  Accounting  Officer of AIMCO since April 2000. From October
1993  until he joined  AIMCO,  Mr.  Novosel  was a partner at Ernst & Young LLP,
where he  served  as the  director  of real  estate  advisory  services  for the
southern Ohio Valley area offices but did not work on any assignments related to
AIMCO or the Partnership.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act.  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The  executive  officers  and  director  of  the  General  Partner  fulfill  the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting  process on behalf of the General Partner.  Management has the primary
responsibility for the financial  statements and the reporting process including
the systems of internal controls. In fulfilling its oversight  responsibilities,
the executive  officers and director of the General Partner reviewed the audited
financial  statements with management including a discussion of the quality, not
just the  acceptability,  of the accounting  principles,  the  reasonableness of
significant  judgments,   and  the  clarity  of  disclosures  in  the  financial
statements.

The  executive  officers and director of the General  Partner  reviewed with the
independent  auditors,  who are  responsible  for  expressing  an opinion on the
conformity of those audited  financial  statements  with  accounting  principles
generally accepted in the United States,  their judgments as to the quality, not
just the  acceptability,  of the  Partnership's  accounting  principles and such
other  matters as are required to be discussed  with the Audit  Committee or its
equivalent under auditing standards  generally accepted in the United States. In
addition,  the  Partnership  has  discussed  with the  independent  auditors the
auditors' independence from management and the Partnership including the matters
in the written  disclosures  required by the  Independence  Standards  Board and
considered  the   compatibility   of  non-audit   services  with  the  auditors'
independence.

The executive  officers and director of the General  Partner  discussed with the
Partnership's  independent auditors the overall scope and plans for their audit.
In  reliance on the reviews and  discussions  referred to above,  the  executive
officers and director of the General  Partner have approved the inclusion of the
audited financial  statements in the Form 10-KSB for the year ended December 31,
2002 for filing with the Securities and Exchange Commission.

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial  statements of the  Partnership for 2003. Fees for 2002 were
audit  services of  approximately  $35,000 and non-audit  services  (principally
tax-related) of approximately $16,000.

Item 10. Executive Compensation

Neither of the  officers  nor  director  of the  General  Partner  received  any
remuneration from the Registrant.

Item 11. Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner of more than 5% of the Limited Partner Units of the Registrant
as of December 31, 2002.

Entity                                  Number of Units      Percentage

Insignia Properties LP                         135               .72%
(an affiliate of AIMCO)
Cooper River Properties, LLC                 3,784             20.32%
(an affiliate of AIMCO)
AIMCO Properties, LP                         7,090             38.07%
(an affiliate of AIMCO)

Cooper  River  Properties,  LLC  and  Insignia  Properties  LP,  are  indirectly
ultimately  owned  by  AIMCO.  Their  business  address  is  55  Beattie  Place,
Greenville, SC 29602.

AIMCO Properties LP is indirectly  ultimately  controlled by AIMCO. Its business
address is 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.

Item 12. Certain Relationships and Related Transactions

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement  provides for (i) payments to affiliates for services
and (ii)  reimbursement of certain expenses  incurred by affiliates on behalf of
the Partnership.

During the years ended  December  31, 2002 and 2001,  affiliates  of the General
Partner  were  entitled to receive 5% of gross  receipts  from the  Registrant's
properties for providing property  management  services.  The Registrant paid or
accrued to such affiliates  approximately  $133,000 and $134,000,  respectively,
for the years ended December 31, 2002 and 2001, respectively.  These amounts are
included in operating expenses. Approximately $4,000 of property management fees
were accrued at December 31, 2002 and are included in Due to General Partner and
affiliates.

Affiliates  of  the  General  Partner  received   reimbursement  of  accountable
administrative expenses amounting to approximately $107,000 and $193,000 for the
years ended December 31, 2002 and 2001, respectively.  Included in these amounts
are fees related to construction management services provided by an affiliate of
the General  Partner of  approximately  $35,000 and $111,000 for the years ended
December 31, 2002 and 2001,  respectively.  The construction  management service
fees are  calculated  based on a percentage  of current  additions to investment
properties.  These amounts are included in general and  administrative  expenses
and investment  properties.  During the fourth quarter of 2002, the  Partnership
recorded an adjustment  to the  reimbursements  paid to the General  Partner for
accountable  administrative expenses of approximately $56,000 due to a change in
estimated costs. The reimbursements  paid to the General Partner for accountable
administrative  expenses for the nine months ended September 30, 2002 were based
on estimated  amounts.  During the fourth quarter of 2002, these  reimbursements
were adjusted  based on the actual costs of services  performed by affiliates of
the General  Partner.  This amount is included in due from  General  Partner and
affiliates.

In accordance  with the  Partnership  Agreement,  the General Partner loaned the
Partnership funds to cover capital improvements at Carriage Hills Apartments and
Greentree  Apartments,  during the years ended  December  31, 2002 and 2001.  At
December  31, 2002,  the amount of  outstanding  loans and accrued  interest was
approximately  $99,000 and is included in due to General Partner and affiliates.
Interest  is charged at the prime rate plus 2%, or 6.25% at December  31,  2002.
Interest  expense  was  approximately  $4,000  and  $2,000  for the years  ended
December 31, 2002,  and 2001,  respectively.  During the year ended December 31,
2002, the  Partnership  made principal  payments of  approximately  $186,000 and
interest payments of approximately $5,000 to the General Partner.

The Partnership  Agreement provides for a fee equal to 5% of "net cash flow from
operations",  as defined in the Partnership Agreement, to be paid to the general
partner for executive and administrative services. The Partnership accrued a fee
of approximately  $2,000 for the year ended December 31, 2002, which is included
in due to General  Partner  and  general and  administrative  expenses.  No such
management fee was accrued for the year ended December 31, 2001.

Pursuant  to the  Partnership  Agreement,  the  General  Partner is  entitled to
receive a distribution  equal to 4% of the aggregate  disposition  price of sold
properties.  The  Partnership  paid a distribution  of $154,000,  to the General
Partner related to the sale of Vista Hills Apartments in 1999. This distribution
is  subordinate  to  the  limited  partners  receiving  their  original  capital
contributions  plus a  cumulative  preferred  return  of 6% per  annum  of their
adjusted capital  investment,  as defined in the Partnership  Agreement.  If the
limited   partners  have  not  received  these  returns  when  the   Partnership
terminates, the General Partner will return this amount to the Partnership.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the General Partner.  During the years ended December 31, 2002
and 2001, the Partnership was charged by AIMCO and its affiliates  approximately
$40,000 and $33,000,  respectively,  for insurance  coverage and fees associated
with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 11,009 limited partnership units in
the Partnership  representing  59.11% of the  outstanding  Units at December 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled  to take  action  with  respect to a variety of  matters,  which  would
include voting on certain amendments to the Partnership  Agreement and voting to
remove  the  General  Partner.  As a result  of its  ownership  of 59.11% of the
outstanding  Units,  AIMCO is in a position to control all such voting decisions
with  respect to the  Registrant.  Although the General  Partner owes  fiduciary
duties to the limited partners of the Partnership, the General Partner also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.

Item 13. Exhibits and Reports on Form 8-K

         (a)   Exhibits:

               See Exhibit Index.

         (b)   Reports on Form 8-K filed  during the fourth  quarter of calendar
               year 2002:

               None.

ITEM 14.    Controls and Procedures

The principal  executive officer and principal  financial officer of the General
Partner, who are the equivalent of the Partnership's principal executive officer
and  principal  financial  officer,  respectively,  have,  within 90 days of the
filing  date  of  this  annual  report,   evaluated  the  effectiveness  of  the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.



<PAGE>


                                   SIGNATURES



In accordance  with Section 13 or 15(d) of the Exchange Act, the  Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                 ANGELES PARTNERS X


                                 By:     Angeles Realty Corporation
                                         Its General Partner

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

                                 By:     /s/Thomas C. Novosel
                                         Thomas C. Novosel
                                         Senior Vice President and
                                         Chief Accounting Officer

                               Date:     May 19, 2003

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the Registrant and in the capacities on the date
indicated.

/s/Patrick J. Foye               Executive Vice President   Date: May 19, 2003
Patrick J. Foye                  and Director


/s/Thomas C. Novosel             Senior Vice President      Date: May 19, 2003
Thomas C. Novosel                and Chief Accounting Officer


<PAGE>



                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1. I have reviewed this annual report on Form 10-KSB/A of Angeles Partners X;


2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: May 19, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive Vice President of Angeles Realty
                                    Corporation, equivalent of the chief
                                    executive officer of the Partnership


<PAGE>



                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1. I have reviewed this annual report on Form 10-KSB/A of Angeles Partners X;


2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: May 19, 2003

                                    /s/Paul J. McAuliffe
                                    Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer  of  Angeles   Realty   Corporation,
                                    equivalent of the chief financial officer of
                                    the Partnership



<PAGE>



                                  EXHIBIT INDEX


Exhibit Number    Description

      2.1         Agreement and Plan of Merger,  dated as of October 1, 1998, by
                  and  between  AIMCO  and IPT  (incorporated  by  reference  to
                  Exhibit  2.1 of IPT's  Current  Report on Form  8-K,  File No.
                  1-14179, dated October 1, 1998).

      3.1         Amended Certificate and Agreement of Limited Partnership dated
                  June 24, 1980,  filed in Form 10-K dated October 31, 1982, and
                  is incorporated herein by reference.

      10.1        Purchase and Sale  Agreement  with  Exhibits - Cardinal  Woods
                  filed in Form 8-K dated  October 30, 1981 and is  incorporated
                  herein by reference.

      10.2        Purchase  and  Sale   Agreement   with  Exhibits  -  Greentree
                  Apartments  filed in Form 8-K dated  December  31, 1981 and is
                  incorporated herein by reference.

      10.4        Purchase and Sale  Agreement  with  Exhibits - Carriage  Hills
                  Apartments  filed  in  Form  8-K  dated  July  30,  1982,  and
                  incorporated herein by reference.

      10.5        Third Trust Deed Mortgage - Carriage Hills  Apartments,  filed
                  in Form 10-K,  Exhibit  10.11 dated  December  31, 1990 and is
                  incorporated herein by reference.

      10.6        Second Trust Deed Mortgage - Vista Hills Apartments,  filed in
                  Form 10-Q,  Exhibit  10.13,  dated  September 30, 1990, and is
                  incorporated herein by reference.

      10.7        Promissory  Note -  Greentree  Apartments,  filed  in the Form
                  10-Q,   Exhibit  10.14,   dated  September  30,  1990  and  is
                  incorporated herein by reference.

      10.8        Agreement of Sale between Angeles Partners X, Seller and Bowen
                  Ballard,  Buyer - One East/Two  East Office  Center,  filed in
                  Form  8-K,   Exhibit  I,  dated  February  15,  1991,  and  is
                  incorporated herein by reference.

      10.9        Stock Purchase  Agreement  dated November 24, 1992 showing the
                  purchase of 100% of the  outstanding  stock of Angeles  Realty
                  Corporation  by IAP GP  Corporation,  a  subsidiary  of MAE GP
                  Corporation,  filed in Form 8-K dated December 31, 1992, which
                  is incorporated herein by reference.

      10.10       Contracts related to financing of debt:

             (a)  First Deeds of Trust and Security  Agreements  dated September
                  30, 1993 between Greentree  Apartments and Lexington  Mortgage
                  Company, a Virginia Corporation, securing Greentree Apartments
                  filed  in Form  10-QSB  dated  September  30,  1993,  which is
                  incorporated herein by reference.

             (b)  Second Deeds of Trust and Security  Agreements dated September
                  30, 1993, between Greentree  Apartments and Lexington Mortgage
                  Company, a Virginia Corporation, securing Greentree Apartments
                  filed  in Form  10-QSB  dated  September  30,  1993,  which is
                  incorporated herein by reference.

             (c)  First Assignments of Leases and Rents dated September 30, 1993
                  between Greentree Apartments and Lexington Mortgage Company, a
                  Virginia  Corporation,  securing Greentree Apartments filed in
                  Form 10-QSB dated  September 30, 1993,  which is  incorporated
                  herein by reference.

             (d)  Second  Assignments  of Leases and Rents dated  September  30,
                  1993  between  Greentree  Apartments  and  Lexington  Mortgage
                  Company, a Virginia Corporation, securing Greentree Apartments
                  filed  in Form  10-QSB  dated  September  30,  1993,  which is
                  incorporated herein by reference.

             (e)  First  Deeds  of  Trust  dated   September  30,  1993  between
                  Greentree Apartments and Lexington Mortgage Company,  relating
                  to Greentree  Apartments  filed in Form 10-QSB dated September
                  30, 1993, which is incorporated herein by reference.

             (f)  Second  Deeds of  Trust  dated  September  30,  1993,  between
                  Greentree Apartments and Lexington Mortgage Company,  relating
                  to Greentree  Apartments  filed in Form 10-QSB dated September
                  30, 1993, which is incorporated herein by reference.

      10.11       Contracts related to refinancing of debt:

             (a)  First Deeds of Trust and Security  Agreements  dated September
                  30, 1993 between  Greentree  Apartments,  Ltd.  and  Lexington
                  Mortgage Company, a Virginia  Corporation,  securing Greentree
                  Apartments  filed in Form 10-QSB  dated  September  30,  1993,
                  which is incorporated herein by reference.

             (b)  Second Deeds of Trust and Security  Agreements dated September
                  30, 1993 between  Greentree  Apartments,  Ltd.  and  Lexington
                  Mortgage Company, a Virginia  Corporation,  securing Greentree
                  Apartments  filed in Form 10-QSB  dated  September  30,  1993,
                  which is incorporated herein by reference.

             (c)  First  Assignments  of Leases and Rents  dated  September  30,
                  1993,  between  Greentree   Apartments,   Ltd.  and  Lexington
                  Mortgage Company, a Virginia  Corporation,  securing Greentree
                  Apartments  filed in Form 10-QSB  dated  September  30,  1993,
                  which is incorporated herein by reference.

             (d)  Second  Assignments  of Leases and Rents dated  September  30,
                  1993,  between  Greentree   Apartments,   Ltd.  and  Lexington
                  Mortgage Company, a Virginia  Corporation,  securing Greentree
                  Apartments  filed in Form 10-QSB  dated  September  30,  1993,
                  which is incorporated herein by reference.

             (e)  First Deeds of Trust Notes dated  September 30, 1993,  between
                  Greentree  Apartments,  Ltd. and Lexington  Mortgage  Company,
                  relating to  Greentree  Apartments  filed in Form 10-QSB dated
                  September 30, 1993, which is incorporated herein by reference.

             (f)  Second Deeds of Trust Notes dated September 30, 1993,  between
                  Greentree  Apartments,  Ltd. and Lexington  Mortgage  Company,
                  relating to  Greentree  Apartments  filed in Form 10-QSB dated
                  September 30, 1993, which is incorporated herein by reference.

      10.12       Contract  to  Purchase  and  Sell  dated  July 7,  1997 by and
                  between Cardinal Woods Apartments,  Ltd. a California  limited
                  partnership,  and  New  Plan  Realty  Trust,  a  Massachusetts
                  business trust, relating to Cardinal Woods Apartments filed in
                  Form 10-QSB  dated  September  30, 1997 which is  incorporated
                  herein by reference.

      10.13       Promissory Note dated November 20, 1997, by and between
                  Carriage Hills Apartments, Ltd., a Michigan limited
                  partnership, and Lehman Brothers Holdings, Inc., a Delaware
                  corporation.

      10.14       Contract  of Sale of real  estate for Vista  Hills  Apartments
                  dated March 1, 1999,  between Angeles Partners X, a California
                  limited  partnership and  Transcontinental  Vista Hills,  Inc.
                  filed in Form 8-K dated March 1, 1999,  which is  incorporated
                  herein by reference.

      99          Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

      99A         Agreement  of Limited  Partnership  for Angeles  Partners X GP
                  Limited  Partnership  between  Angeles Realty  Corporation and
                  Angeles  Partners X, L.P.  entered into on September 15, 1993,
                  filed  in Form  10-QSB  dated  September  30,  1993,  which is
                  incorporated herein by reference.

      99B         Agreement of Limited Partnership of Greentree Apartments, Ltd.
                  between  Angeles Realty  Corporation  and Angeles  Partners X,
                  L.P.  entered  into on November 1, 1989,  filed in Form 10-QSB
                  dated  September  30, 1993,  which is  incorporated  herein by
                  reference.

      99C         Purchase  Agreement  dated  November  24,  1992,  by and among
                  Angeles Corporation, et. al. and IAP GP Corporation and MAE GP
                  Corporation is incorporated by reference to the Report on Form
                  8-K dated December 31, 1992.


<PAGE>


Exhibit 99


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002



In connection with the Annual Report on Form 10-KSB/A of Angeles Partners X (the
"Partnership"),  for the  year  ended  December  31,  2002  as  filed  with  the
Securities and Exchange Commission on the date hereof (the "Report"), Patrick J.
Foye, as the equivalent of the chief executive  officer of the Partnership,  and
Paul J.  McAuliffe,  as the  equivalent  of the chief  financial  officer of the
Partnership,  each hereby  certifies,  pursuant to 18 U.S.C.  Section  1350,  as
adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the
best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  May 19, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  May 19, 2003

This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002, be deemed filed by the  Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.