FORM 10-KSB - ANNUAL OR TRANSITIONAL REPORT UNDER
                                 SECTION 13 OR 15(D)

                                   FORM 10-KSB/A
(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 [NO FEE REQUIRED]

                            For the fiscal year ended December 31, 1997

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 [NO FEE REQUIRED]

                  For the transition period from         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.)


  One Insignia Financial Plaza, P.O. Box 1089
         Greenville, South Carolina                         29602
  (Address of principal executive offices)               (Zip Code)

                    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 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 $9,010,000.

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 a specified date within the past 60 days: Market value
information for the Registrant's partnership interests is not available.  Should
a trading market develop for these interests, it is the General Partner's belief
that the aggregate market value of the voting partnership's interest would not
exceed $25,000,000.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE


                                     PART I


ITEM 2.   DESCRIPTION OF PROPERTIES

Amended to properly disclose debt at the Partnership level and lender's
recourse.

The following table sets forth the Partnership's investments in properties:

                              Date of
Property                      Purchase    Type of Ownership            Use

Greentree Apartments          12/31/81  Fee ownership subject to     Apartment
     Mobile, Alabama                    first and second mortgages   178 units

Carriage Hills Apartments     07/30/82  Fee ownership subject to     Apartment
     East Lansing, Michigan             first mortgage               143 units

Vista Hills Apartments        08/26/82  Fee ownership subject to     Apartment
     El Paso, Texas                     first mortgage               264 units

SCHEDULE OF PROPERTIES (IN THOUSANDS):


                        Gross
                       Carrying  Accumulated                           Federal
Property                Value    Depreciation    Rate       Method    Tax Basis

Greentree             $ 4,342    $  3,221      5-25 yrs      S/L      $  818
Carriage Hills          4,359       2,595      5-25 yrs      S/L         806
Vista Hills             6,109       3,535      5-25 yrs      S/L       1,282

                      $14,810    $  9,351                            $ 2,906


See "Note A" included in "Item 7, Financial Statements" for a description of the
Partnership's depreciation policy.


SCHEDULE OF NOTES PAYABLE (IN THOUSANDS):

<TABLE>
<CAPTION>
                              Principal                                     Principal
                              Balance At                                     Balance
                             December 31,  Interest    Period    Maturity    Due At
Property                         1997        Rate     Amortized    Date     Maturity
<S>                          <C>           <C>      <C>          <C>        <C>
Greentree
   1st mortgage               $ 3,478        7.83%   28.67 yrs    10/03      $ 3,135
   2nd mortgage                   113        7.83%      (a)       10/03          113

Carriage Hills
   1st mortgage                 5,400        7.39%      30 yrs    12/04        4,958

Vista Hills
   1st mortgage                 3,667       10.23%      30 yrs     9/00        3,567

Other notes payable:

Angeles Partners X (b)          1,561       10.82%      (a)        9/02        1,561
Vista APX (in default) (b)        150         (c)       (a)       11/97          150
                               14,369
Less unamortized
  discount                        (48)

    Total                     $14,321

<FN>
(a) Interest only payments with a balloon payment at maturity.
(b) Loan provided by Angeles Acceptance Pool, L.P. ("AAP") (see discussion
    below).
(c) Interest accrues at the prime interest rate plus 2%.
</FN>
</TABLE>

On November 20, 1997, the Partnership refinanced the debt encumbering Carriage
Hills.  The refinancing replaced indebtedness of approximately $4,769,000 with a
new mortgage in the amount of $5,400,000.  Payments of approximately
$37,000 are due on the first day of each month until maturity.  Total loan costs
related to the refinancing were approximately $116,000.

Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust,
provided unsecured loans to the Partnership. Concurrent with the sale of
Cardinal Woods Apartments on August 15, 1997, the Partnership repaid
approximately $588,000 to AMIT, and upon the refinancing of Carriage Hills on
November 20, 1997, approximately $1,432,000 was repaid.  The Partnership also
has a loan that was previously secured by Vista Hills Apartments; however, the
second mortgage was released in 1992 as part of the terms and conditions for
refinancing the first mortgage. A multifamily rider was executed between the
Partnership and the first mortgage holder for Vista APX, stating that any
subordinated debt must be non-foreclosable and have a maturity date not less
than 2 years beyond the maturity of the refinanced first mortgage; the agreement
also provided for interest to be paid based on available cash flow.  In June
1996, but effective March 31, 1996, this loan was modified, adding non-default
accrued interest payable to the loan balance and waiving accrued, but unpaid,
default interest and late charges.  The modified note matures in September 2002
and provides for interest at 12.5% on the original $1,300,000 note amount.  The
debt restructuring was accounted for as a modification of terms.  The total
future cash payments under the restructured loan exceed the carrying value of
the loan as of the date of restructure.  Consequently, interest on the
restructured debt is being recorded at an effective rate of 10.8% which is the
rate required to equate the present value of the total future cash payments
under the new terms with the carrying amount of the loan at the date of
restructure. As part of the modifications, AMIT was granted a first priority
lien on the Partnership's 99% limited partnership interests in the Vista APX
lower-tier partnership which owns Vista Hills Apartments.  The lender's recourse
is limited to the assets of Vista APX; the debt is non-recourse to the assets of
the Partnership.  This loan, with a carrying amount of approximately $1,561,000
plus accrued interest of approximately $325,000, was assigned to AAP on December
31, 1997.  As a result of the repayments and assignment mentioned
above, the Partnership has no outstanding obligations to AMIT at December 31,
1997.  Total interest expense on financing provided by AMIT was $387,000 and
$404,000 for the years ended December 31, 1997 and 1996, respectively.

In November 1992, AAP, a Delaware limited partnership, was organized to acquire
and hold the obligations evidencing the working capital loan previously provided
to the Partnership by Angeles Capital Investments, Inc. ("ACII").  Angeles
Corporation ("Angeles") is the 99% limited partner of AAP and Angeles Acceptance
Directives, Inc.("AAD"), an affiliate of the General Partner, was, until April
14, 1995, the 1% general partner of AAP.  On April 14, 1995, as part of a
settlement of claims between affiliates of the General Partner and Angeles, AAD
resigned as general partner of AAP and simultaneously received a 1/2% limited
partner interest in AAP.  An affiliate of Angeles now serves as the general
partner of AAP.

This working capital loan funded Vista APX's operating deficits in prior years.
Total indebtedness, which is included as a note payable, was $150,000 and
$651,000 at December 31, 1997, and December 31, 1996, respectively, with
interest accruing at prime plus two percent.  As a result of the sale of
Cardinal Woods Apartments on August 15, 1997, $501,000 of the then outstanding
debt to AAP was repaid. Principal is to be paid the earlier of i) the
availability of funds, ii) the sale of one or more properties owned by the
Partnership, or iii) November 25, 1997. Upon maturity, Vista APX did not have
the means with which to satisfy the maturing debt obligation. The loan is
unsecured; AAP's recourse is limited to the assets of Vista APX.  The debt is
non-recourse to the other assets of the Partnership.  At this time, the General
Partner does not believe that it is in the Partnership's best interest to fund
Vista APX for this default.  Total interest expense for these loans was $44,000
and $58,000 for the twelve months ended December 31, 1997 and 1996,
respectively.

SCHEDULE OF RENTAL RATES AND OCCUPANCY:


                                  Average Annual            Average Annual
                                   Rental Rates                Occupancy
Property                        1997           1996         1997       1996

Greentree                   $5,307/unit    $5,121/unit      98%         97%
Carriage Hills               9,076/unit     8,832/unit      95%         93%
Vista Hills                  5,177/unit     5,320/unit      77%         82%


The decrease in average annual occupancy at Vista Hills Apartments is due to a
high unemployment rate in the El Paso, Texas area with residents looking for
short-term leasing arrangements. As a result, the property has increased
advertising and lowered rental rates in an attempt to increase occupancy.  At
December 31, 1997, occupancy at Vista Hills had increased to 87%.

As noted under "Item 1, Description of Business", the real estate industry is
highly competitive.  All of the properties of the Partnership are subject to
competition from other residential apartment complexes in the area.  The General
Partner believes that all of the properties are adequately insured.  The multi-
family residential properties' lease terms are for one year or less.  No
residential tenant leases 10% or more of the available rental space.

SCHEDULE OF REAL ESTATE TAXES (IN THOUSANDS) AND RATES:


                              1997 Taxes         1997 Rate

Greentree                      $ 36                1.03%
Carriage Hills                  125                5.12%
Vista Hills                      95                2.83%


                                      PART II


ITEM 7.  FINANCIAL STATEMENTS

Amended to properly disclose debt at the Partnership level and lender's
recourse.

ANGELES PARTNERS X

LIST OF FINANCIAL STATEMENTS



       Report of Ernst & Young LLP, Independent Auditors

       Consolidated Balance Sheet - December 31, 1997

       Consolidated Statements of Operations - Years ended December 31, 1997
         and 1996

       Consolidated Statement of Changes in Partners' Deficit - Years ended
         December 31, 1997 and 1996

       Consolidated Statements of Cash Flows - Years ended December 31, 1997 
         and 1996

       Notes to the Consolidated Financial Statements




              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, 1997, 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, 1997.  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 generally accepted auditing
standards.  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, 1997, and the consolidated results of its operations and its
cash flows for each of the two years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.

                                     /S/ ERNST & YOUNG LLP



Greenville, South Carolina
February 25, 1998,
except for Note J, as to which the date is
March 17, 1998


                                 ANGELES PARTNERS X

                             CONSOLIDATED BALANCE SHEET

                                 December 31, 1997
                        (in thousands, except unit data)



Assets
  Cash and cash equivalents                                      $  1,531
  Receivables and deposits                                            302
  Restricted escrows                                                  369
  Other assets                                                        331
  Investment properties
    Land                                            $  1,117
    Buildings and related personal property           13,693
                                                      14,810
    Less accumulated depreciation                     (9,351)       5,459

                                                                 $  7,992
Liabilities and Partners' Deficit
Liabilities
    Accounts payable                                             $    119
    Tenant security deposits payable                                   38
    Accrued property taxes                                            106
    Other liabilities                                                 632
    Notes payable, including $150 in default                       14,321

Partners' Deficit
    General partner's                               $   (253)
    Limited partners' (18,625 units
    issued and outstanding)                           (6,971)      (7,224)

                                                                 $  7,992

            See Accompanying Notes to Consolidated Financial Statements


                                 ANGELES PARTNERS X

                       CONSOLIDATED STATEMENTS OF OPERATIONS
                          (in thousands, except unit data)
<TABLE>
<CAPTION>

                                                            Years Ended December 31,
                                                              1997           1996
<S>                                                        <C>            <C>
Revenues:
  Rental income                                             $  3,961       $  4,354
  Other income                                                   218            221
  Gain on sale of investment property (Note B)                 4,831             --
     Total revenues                                            9,010          4,575

Expenses:
  Operating                                                    1,857          2,026
  General and administrative                                     179            203
  Depreciation                                                   801            939
  Interest                                                     1,715          1,869
  Property taxes                                                 303            342
     Total expenses                                            4,855          5,379

Income (loss) before extraordinary items                       4,155           (804)

Extraordinary loss on early extinguishments
  of debt (Notes B and C)                                       (569)            --

Extraordinary gain on forgiveness of
  debt (Note C)                                                   49             --

Net income (loss)                                           $  3,635       $   (804)

Net income (loss) allocated to general
  partner (1%)                                              $     36       $     (8)
Net income (loss) allocated to limited
  partners (99%)                                               3,599           (796)
                                                            $  3,635       $   (804)

Net income (loss) per limited partnership unit:
Income (loss) before extraordinary items                    $ 220.75       $ (42.69)
Extraordinary items                                           (27.62)            --
Net income (loss)                                           $ 193.13       $ (42.69)

<FN>
            See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

                                 ANGELES PARTNERS X

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

<TABLE>
<CAPTION>
                                        Limited
                                      Partnership     General     Limited
                                         Units       Partner's   Partners'      Total
<S>                                   <C>         <C>          <C>         <C>
Original capital contributions         18,714      $     1      $ 18,714    $  18,715

Partners' deficit at
  December 31, 1995                    18,645      $  (267)     $ (9,774)   $ (10,041)

Net loss for the year ended
  December 31, 1996                        --           (8)         (796)        (804)

Abandonment of partnership units          (10)          --            --           --

Partners' deficit at
  December 31, 1996                    18,635         (275)      (10,570)     (10,845)

Net income for the year ended
  December 31, 1997                        --           36         3,599        3,635

Distributions to partners                  --          (14)           --          (14)

Abandonment of partnership units          (10)          --            --           --

Partners' deficit at
  December 31, 1997                    18,625      $  (253)     $ (6,971)   $  (7,224)
<FN>
            See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

                                 ANGELES PARTNERS X

                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (in thousands)
<TABLE>
<CAPTION>
                                                              Years Ended December 31,
                                                                 1997         1996
<S>                                                         <C>          <C>
Cash flows from operating activities:
  Net income (loss)                                          $  3,635     $   (804)
  Adjustments to reconcile net income (loss) to net
    cash (used in) provided by operating activities:
    Depreciation                                                  801          939
    Amortization of discounts and loan costs                       90           99
    Extraordinary loss on early extinguishments of debt           569           --
    Gain on sale of investment property                        (4,831)          --
    Extraordinary gain on forgiveness of debt                     (49)          --
    Change in accounts:
      Receivables and deposits                                    116           98
      Other assets                                                (14)          (5)
      Accounts payable                                             25           22
      Tenant security deposits payable                            (18)         (14)
      Accrued property taxes                                      (27)         (61)
      Due to affiliate                                           (533)         132
      Other liabilities                                            (9)         273
         Net cash (used in) provided by operating
             activities                                          (245)         679

Cash flows from investing activities:
  Property improvements and replacements                         (435)        (358)
  Net deposits to restricted escrows                             (132)         (42)
  Proceeds from sale of investment property                     6,987           --
         Net cash provided by (used in) investing
             activities                                         6,420         (400)

Cash flows from financing activities:
  Payments on notes payable                                      (158)        (184)
  Repayment of notes payable                                   (9,762)          --
  Proceeds from refinancing                                     5,400           --
  Loan costs paid                                                (116)         (14)
  Distributions to partners                                       (14)          --
  Debt extinguishment costs                                      (372)          --
         Net cash used in financing activities                 (5,022)        (198)

Net increase in cash and cash equivalents                       1,153           81
Cash and cash equivalents at beginning of year                    378          297
Cash and cash equivalents at end of year                     $  1,531     $    378
Supplemental disclosure of cash flow information:
  Cash paid for interest                                     $  1,644     $  1,398
Supplemental disclosure of non-cash financing
  activities:
   Interest on notes transferred to notes payable            $     --     $    493
<FN>
            See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>


                                 ANGELES PARTNERS X

                     Notes to Consolidated Financial Statements

                                 December 31, 1997


NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization:

Angeles Partners X (the "Partnership") is a California limited partnership
organized in June 1980, to acquire and operate residential properties.  As of
December 31, 1997, the Partnership operates three residential properties located
in or near major urban areas in the United States.  The Partnership's general
partner is Angeles Realty Corporation (the "General Partner" or "ARC").  In
December 1992, 100% of the General Partner's outstanding stock was purchased by
MAE GP Corporation ("MAE GP"), an affiliate of Insignia Financial Group, Inc.
("Insignia").  Effective February 25, 1998, MAE GP was merged into Insignia
Properties Trust ("IPT"), which is an affiliate of Insignia.  Thus the General
Partner is now a wholly-owned subsidiary of IPT.

Principles of Consolidation:

The consolidated financial statements of the Partnership include its 99% limited
partnership interests in Cardinal Woods Apartments, Ltd., Carriage APX, Ltd. and
Vista APX, Ltd.  The Partnership may remove the General Partner of these lower
tiers, therefore, the partnership is controlled and consolidated by the
Partnership. All significant interpartnership balances have been eliminated.
Minority interest is immaterial and not shown separately in the financial
statements.

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 Partner and 99%
to the Limited Partners.

Except as discussed below, the Partnership will allocate distributions 1% to the
General Partner 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 Partner 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; (iii) third, to the General Partner 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 Partner.

Depreciation:

Depreciation is computed utilizing the straight-line method over an estimated
useful life of 10 to 25 years for buildings and improvements and 5 years for
furniture and fixtures. For tax purposes, depreciation is computed by
using the straight-line method over an estimated life of 5 to 12 years for
personal property and 40 years for real property.

Cash and Cash Equivalents:

The Partnership considers all highly liquid investments with a maturity when
purchased of three months or less to be cash equivalents.  At certain times, the
amount of cash deposited at a bank may exceed the limit on insured deposits.

Tenant Security Deposits:

The Partnership requires security deposits from all lessees for the duration of
the lease, and such deposits are included in receivables and deposits. 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 are stated at cost.  Acquisition fees are capitalized as a
cost of real estate.  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.

Restricted Escrows:

   Capital Improvement - At the time of the refinancing of Carriage Hills
   Apartments' mortgage notes payable during 1997, approximately $159,000 of
   the proceeds were designated for "capital improvements escrows" for certain
   capital improvements.  In addition, approximately $2,000 remains in a
   capital improvement escrow for Greentree Apartments at December 31,
   1997.  The total balance in capital improvement escrows at December 31,
   1997, is approximately $161,000.

   Reserve Account - In addition to the capital improvement reserves, a general
   reserve account was established with the refinancing proceeds for Greentree.
   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. Reserve accounts are also maintained for Vista
   Hills Apartments.  Reserve escrows for all properties totaled approximately
   $133,000 at December 31, 1997.

   Other Escrows - Upon the sale of Cardinal Woods on August 15, 1997, a
   "Comfort Sum" deposit escrow was established for $75,000.  These funds are
   being held back by the purchaser until one year from the date of the sale.
   At that time, the funds will be released to the Partnership, provided there
   are no outstanding claims with regard to the sale of Cardinal Woods.

Loan Costs:

Loan costs of approximately $436,000 less accumulated amortization of
approximately $173,000, are included in other assets in the accompanying
consolidated balance sheet.  Loan costs are amortized as interest expense on a
straight-line basis over the life of the loans.

Leases:

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on its leases.

Use of Estimates:

The preparation of financial statements in conformity with generally accepted
accounting principles 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:

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 based on estimated borrowing
rates currently available, approximates its carrying balance.

Advertising Costs:

Advertising costs of approximately $69,000 and $78,000 for the years ended
December 31, 1997 and 1996, respectively, are charged to expense as they are
incurred and are included in operating expenses.

Reclassifications:

Certain reclassifications have been made to the 1996 balances to conform to the
1997 presentation.

NOTE B - DISPOSITION OF RENTAL PROPERTY

On August 15, 1997, Cardinal Woods Apartments located in Cary, North Carolina,
was sold to an unaffiliated party for $7,100,000. After closing expenses of
approximately $113,000, the net proceeds received by the Partnership
were approximately $6,987,000.  The Partnership used most of the proceeds from
the sale of the property to pay off the debt encumbering the property.  The
first mortgage was approximately $3,782,000 and the second mortgage was
approximately $122,000.  Both the first and second mortgages were scheduled to
mature in October 2003.  The property was also encumbered by a note payable to
Angeles Mortgage Investment Trust ("AMIT") (see "Note E") of approximately
$588,000. The Partnership also paid off a note payable to Angeles Acceptance
Pool, L.P. ("AAP") (see "Note E") in the amount of approximately $501,000.  The
remaining net proceeds were used to establish additional cash reserves for the
Partnership.  For financial statement purposes, the sale resulted in a gain of
approximately $4,831,000.  The Partnership also recorded an extraordinary loss
on early extinguishment of debt of approximately $539,000, as a result of the
payment of prepayment penalties and the write off of the remaining unamortized
loan costs and debt discount.

NOTE C - NOTES PAYABLE

The principle terms of notes payable are as follows (in thousands):

<TABLE>
<CAPTION>
                               Principal     Monthly                            Principal
                              Balance At     Payment                             Balance
                             December 31,   Including    Interest    Maturity     Due At
Property                         1997       Interest       Rate        Date      Maturity
<S>                          <C>           <C>          <C>          <C>       <C>
Greentree
 1st mortgage                 $  3,478      $   27         7.83%      10/03     $ 3,135
 2nd mortgage                      113           1         7.83%      10/03         113

Carriage Hills Apartments
 1st mortgage (a)                5,400          37         7.39%      12/04       4,958

Vista Hills
 1st mortgage                    3,667          34        10.23%       9/00       3,567

Other notes payable:
Angeles Partners X (d)           1,561         (b)      10.82% (c)     9/02       1,561
Vista APX (in default)(d)          150         (e)          (e)       11/97         150
                                14,369
Less unamortized
 discounts at a
 rate of 8.13% (f)                 (48)

      Total                   $ 14,321      $   99
<FN>
(a) Debt was refinanced effective November 20, 1997 (see below for further 
    explanation).
(b) Interest only payments are based on available cash flow.
(c) Debt was restructured effective March 31, 1996 (see below for further
    explanation).
(d) Loan provided by Angeles Acceptance Pool, L.P. (see "Note E").
(e) Interest only payments at the prime interest rate or the prime interest rate
    plus 2%.
(f) 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%.
</FN>
</TABLE>

At December 31, 1997, Vista APX did not have the means with which to pay its
$150,000 outstanding indebtedness for Angeles Acceptance Pool, L.P., which
matured in November 1997.  The loan is unsecured; AAP's recourse is limited to
the assets of Vista APX.  The debt is non-recourse to the other assets of the
Partnership.  At this time, the General Partner does not believe that it is in
the Partnership's best interest to fund Vista APX for this default.

On November 20, 1997, the Partnership refinanced the mortgage debt encumbering
Carriage Hills Apartments.  The refinancing replaced indebtedness of
approximately $4,769,000 with a new mortgage in the amount of $5,400,000 at an
interest rate of 7.39%. The former indebtedness included a first mortgage of
approximately $3,379,000 with an interest rate of 9.84% and a note payable to
AMIT (see "Note E") of approximately $1,432,000 with an interest rate of 10.2%.
Payments on the new debt are due on the first day of each month until the loan
matures on December 1, 2004. Total capitalized loan costs were approximately
$116,000.  As a result of the refinancing, the Partnership recognized an
extraordinary loss on early extinguishment of debt of approximately $30,000 due
to the write off of unamortized loan costs and an extraordinary gain on
forgiveness of debt of $49,000 on the AMIT note.

AMIT, a real estate investment trust, provided unsecured loans to the
Partnership. Concurrent with the sale of Cardinal Woods Apartments on August 15,
1997, the Partnership repaid approximately $588,000 to AMIT, and upon the
refinancing of Carriage Hills on November 20, 1997, approximately $1,432,000 was
repaid.  The Partnership also has a loan that was previously secured by Vista
Hills Apartments; however, the second mortgage was released in 1992 as part of
the terms and conditions for refinancing the first mortgage. A multifamily rider
was executed between the Partnership and the first mortgage holder for Vista
APX, stating that any subordinated debt must be non-foreclosable and have a
maturity date not less than 2 years beyond the maturity of the refinanced
first mortgage; the agreement also provided for interest to be paid based on
available cash flow.  In June 1996, but effective March 31, 1996, this loan was
modified, adding non-default accrued interest payable to the loan balance and
waiving accrued, but unpaid, default interest and late charges.  The modified
note matures in September 2002 and provides for interest at 12.5% on the
original $1,300,000 note amount.  The debt restructuring was accounted for as a
modification of terms.  The total future cash payments under the restructured
loan exceed the carrying value of the loan as of the date of restructure.
Consequently, interest on the restructured debt is being recorded at an
effective rate of 10.8% which is the rate required to equate the present value
of the total future cash payments under the new terms with the carrying amount
of the loan at the date of restructure. As part of the modifications, AMIT was
granted a first priority lien on the Partnership's 99% limited partnership
interests in the Vista APX lower-tier partnership which owns Vista Hills
Apartments.  The lender's recourse is limited to the assets of Vista APX; the
debt is non-recourse to the assets of the Partnership.  This loan, with a
carrying amount of approximately $1,561,000 plus accrued interest of
approximately $325,000, was assigned to AAP on December 31, 1997.  As a result
of the repayments and assignment mentioned above, the Partnership has no
outstanding obligations to AMIT at December 31, 1997.  Total interest expense on
financing provided by AMIT was $387,000 and $404,000 for the years ended
December 31, 1997 and 1996, respectively.

Scheduled principal payments of notes payable subsequent to December 31, 1997,
are as follows (in thousands):


              1998                $   284
              1999                    146
              2000                  3,711
              2001                    126
              2002                  1,697
           Thereafter               8,405
                                  $14,369


The mortgage notes payable are nonrecourse and are secured by a 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.

NOTE D - INCOME TAXES

Taxable income or loss of the Partnership is reported in the income tax returns
of its partners.  Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.

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


                                        1997          1996

Net income (loss) as reported      $    3,635    $     (804)
Add (deduct):
 Depreciation differences                 360           (54)
 Unearned income                            8           (61)
 Amortization                              (2)           (2)
 Gain on sale                           1,081            --
 Other                                     --           (22)

Federal taxable income (loss)      $    5,082    $     (943)

Federal taxable income (loss)
   per limited partnership unit    $   235.26    $   (50.12)


The following is a reconciliation at December 31, 1997, between the
Partnership's reported amounts and Federal tax basis of net assets and
liabilities (in thousands):


Net deficiency - as reported              $   (7,224)
 Land and buildings                            2,596
 Accumulated depreciation                     (5,149)
 Syndication fees                              2,071
 Other                                           112

Net deficiency - Federal tax basis        $   (7,594)


NOTE E - 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 payments to affiliates for services and
as reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership. The following expenses were paid or accrued to the General Partner
and affiliates in 1997 and 1996 (in thousands):


                                                                1997      1996

Property management fees (included in operating expenses)      $ 216     $ 227

Reimbursement for services of affiliates including,
  $16,000 and $14,000 of construction service reimbursement
  in 1997 and 1996, respectively (included in investment
  properties and general and administrative and operating
  expenses)                                                      142       152


Additionally, the Partnership paid approximately $87,000 to affiliates of
Insignia for reimbursements of costs related to the sale of Cardinal Woods
Apartments in August of 1997 and $26,000 for reimbursements of costs related to
the refinancing of Carriage Hills in November of 1997.  The refinancing costs
were capitalized as loan costs and are being amortized over the term of the
loan.

For the period from January 1, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the General Partner.  An affiliate of the General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the master policy.  The
agent assumed the financial obligations to the affiliate of the General Partner
who received payment on these obligations from the agent.  The amount of the
Partnership's insurance premiums that accrued to the benefit of the affiliate of
the General Partner by virtue of the agent's obligations was not significant.

AMIT provided unsecured loans to the Partnership.  Concurrent with the sale of
Cardinal Woods Apartments on August 15, 1997, the Partnership repaid
approximately $588,000 to AMIT, and upon the refinancing of Carriage Hills on
November 20, 1997, approximately $1,432,000 was repaid.  The Partnership also
has a loan that was previously secured by Vista Hills Apartments; however, the
second mortgage was released in 1992 as part of the terms and conditions for
refinancing the first mortgage. A multifamily rider was executed between the
Partnership and the first mortgage holder for Vista APX, stating that any
subordinated debt must be non-foreclosable and have a maturity date not less
than 2 years beyond the maturity of the refinanced first mortgage; the agreement
also provided for interest to be paid based on available cash flow.  In June
1996, but effective March 31, 1996, this loan was modified, adding non-default
accrued interest payable to the loan balance and waiving accrued, but unpaid,
default interest and late charges.  The modified note matures in September 2002
and provides for interest at 12.5% on the original $1,300,000 note amount.  The
debt restructuring was accounted for as a modification of terms.  The total
future cash payments under the restructured loan exceed the carrying value of
the loan as of the date of restructure.  Consequently, interest on the
restructured debt is being recorded at an effective rate of 10.8% which is the
rate required to equate the present value of the total future cash payments
under the new terms with the carrying amount of the loan at the date of
restructure. As part of the modifications, AMIT was granted a first priority
lien on the Partnership's 99% limited partnership interests in the Vista APX
lower-tier partnership which owns Vista Hills Apartments.  The lender's recourse
is limited to the assets of Vista APX; the debt is non-recourse to the assets of
the Partnership. This loan, with a carrying amount of approximately $1,561,000
plus accrued interest of approximately $325,000, was assigned to AAP on December
31, 1997.  As a result of the repayments and assignment mentioned above, the
Partnership has no outstanding obligations to AMIT at December 31, 1997.  Total
interest expense on financing provided by AMIT was $387,000 and $404,000 for the
years ended December 31, 1997 and 1996, respectively.

In November 1992, MAE GP acquired 1,675,113 Class B Common Shares of
AMIT. The terms of the Class B shares provide that they are convertible, in
whole or in part, into Class A Common Shares of AMIT on the basis of 1 Class A
share for every 49 Class B shares (however, in connection with the settlement
agreement described in the following paragraph, MAE GP agreed not to convert the
Class B shares so long as AMIT's option is outstanding).  These Class B Shares
entitle the holder to receive 1% of the distributions of net cash distributed by
AMIT (however, in connection with the settlement agreement described in the
following paragraph, MAE GP agreed to waive its right to receive dividends and
distributions so long as AMIT's option is outstanding).  The holder of the Class
B shares is also entitled to vote on the same basis as the holders of Class A
shares, providing the holder with approximately 39% of the total voting power of
AMIT (unless and until converted to Class A shares, in which case the percentage
of the vote controlled represented by such shares would approximate 1.3% of the
total voting power of AMIT).

As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B shares owned by it.  This option can be exercised
at the end of 10 years or when all loans made by AMIT to partnerships which were
affiliated with MAE GP as of November 9, 1994 (which is the date of execution of
a definitive settlement agreement), have been paid in full.  In connection with
such settlement, AMIT delivered to MAE GP cash in the sum of $250,000 at closing
(which occurred April 14, 1995), as payment for the option. If and when the
option is exercised, AMIT will be required to remit to MAE GP an additional
$94,000.

Simultaneously with the grant of the option and as part of the settlement, MAE
GP also executed an irrevocable proxy in favor of AMIT, which provides that the
holder of the Class B shares is permitted to vote those shares on all matters
except those involving transactions between AMIT and MAE GP affiliated borrowers
or the election of any MAE GP affiliate as an officer or trustee of AMIT.  With
respect to such matters, the trustees   of AMIT are required to vote (pursuant
to the irrevocable proxy) the Class B shares (as a single block) in the same
manner as a majority of the Class A shares are voted (to be determined without
consideration of the votes of "Excess Class A Shares" (as defined in Section
6.13 of AMIT's Declaration of Trust)).

Between its acquisition of the Class B shares (in November 1992) and March 31,
1995, MAE GP declined to vote these shares.  Since that date, MAE GP voted its
shares at the 1995 and 1996 annual meetings in connection with the election of
trustees and other matters. In February 1998, MAE GP was merged into Insignia
Properties Trust ("IPT"), and in connection with that merger, MAE GP dividended
all of the Class B shares to its sole stockholder, Metropolitan Asset
Enhancement, L.P. ("MAE").  As a result, MAE, as the holder of the Class B
shares, is now subject to the terms of the settlement agreement, option and
irrevocable proxy described in the two preceding paragraphs.  Neither MAE GP nor
MAE has exerted and intends to exert any management control over or participate
in the management of AMIT.  However, subject to the terms of the proxy described
below, MAE may choose to vote the Class B shares as it deems appropriate in the
future.

Liquidity Assistance L.L.C., which is an affiliate of the General Partner, MAE
and Insignia (affiliates of which provide property management and partnership
administration services to the Partnership), owned 96,800 Class A shares of AMIT
at December 31, 1997. These Class A shares represent approximately 2.2% of the
total voting power of AMIT.

On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in
principle contemplating, among other things, a business combination of AMIT and
IPT, an entity then owned 98% by Insignia and its affiliates.  On July 18, 1997,
IPT, Insignia and MAE GP entered into a definitive merger agreement pursuant to
which (subject to shareholder approval and certain other conditions, including
the receipt by AMIT of a fairness opinion from its investment bankers)
AMIT would be merged with and into IPT, with each Class A share and Class B
share being converted into 1.625 and 0.0332 common shares of IPT, respectively.
The foregoing exchange ratios are subject to adjustment to account for dividends
paid by AMIT from January 1, 1997 and dividends paid by IPT from February 1,
1997.  It is anticipated that Insignia and its affiliates (including MAE) would
own approximately 57% of post-merger IPT when this transaction is consummated.

In November 1992, AAP, a Delaware limited partnership, was organized to acquire
and hold the obligations evidencing the working capital loan previously provided
to the Partnership by Angeles Capital Investments, Inc. ("ACII").  Angeles 
Corporation ("Angeles") is the 99% limited partner of AAP and Angeles Acceptance
Directives, Inc.("AAD"), an affiliate of the General Partner, was, until 
April 14, 1995, the 1% general partner of AAP.  On April 14, 1995, as part of a 
settlement of claims between affiliates of the General Partner and Angeles, AAD 
resigned as general partner of AAP and simultaneously received a 1/2% limited 
partner interest in AAP. An affiliate of Angeles now serves as the general 
partner of AAP.

This working capital loan funded Vista APX's operating deficits in prior years.
Total indebtedness, which is included as a note payable, was $150,000 and
$651,000 at December 31, 1997, and December 31, 1996, respectively, with
interest accruing at prime plus two percent.  As a result of the sale of
Cardinal Woods Apartments on August 15, 1997, $501,000 of the then outstanding
debt to AAP was repaid. Principal is to be paid the earlier of i) the
availability of funds, ii) the sale of one or more properties owned by the
Partnership, or iii) November 25, 1997. Upon maturity, Vista APX did not have
the means with which to satisfy the maturing debt obligation. The loan is
unsecured; AAP's recourse is limited to the assets of Vista APX.  The debt is
non-recourse to the other assets of the Partnership.  At this time, the General
Partner does not believe that it is in  the Partnership's best interest to fund
Vista APX for this default.  Total interest expense for these loans was $44,000
and $58,000 for the twelve months ended December 31, 1997 and 1996,
respectively.

NOTE F - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
(IN THOUSANDS)

                                              Initial Cost
                                             To Partnership
                                                       Buildings      Cost
                                                      and Related  Capitalized
                                                       Personal   Subsequent to
Description                Encumbrances     Land       Property    Acquisition

Greentree Apartments         $ 3,591      $   211      $  3,345     $    786
Carriage Hills Apartments      5,400          101         3,509          749
Vista Hills Apartments         3,667          805         4,827          477
Other notes payable            1,711           --            --           --

   Totals                    $14,369      $ 1,117      $ 11,681     $  2,012

<TABLE>
<CAPTION>
                    Gross Amount At Which Carried
                        At December 31, 1997

                           Buildings
                          And Related
                            Personal         Accumulated    Date of      Date    Depreciation
   Description      Land    Property  Total  Depreciation Construction Acquired   Life-Years
<S>              <C>      <C>       <C>      <C>           <C>        <C>           <C>
Greentree         $   211  $   4,131 $ 4,342  $  3,221      08/74      12/31/81      5-25

Carriage Hills        101      4,258   4,359     2,595      06/72      07/30/82      5-25

Vista Hills           805      5,304   6,109     3,535      02/77      08/26/82      5-25

     Totals       $ 1,117   $ 13,693 $14,810  $  9,351
</TABLE>

Reconciliation of Investment Properties and Accumulated Depreciation:


                                  Years Ended December 31,
                                     1997           1996

Investment Properties

Balance at beginning of year       $ 19,898       $ 19,595
 Dispositions of property            (5,523)           (55)
 Property improvements                  435            358

Balance at end of year             $ 14,810       $ 19,898

Accumulated Depreciation

Balance at beginning of year       $ 11,917       $ 11,022
 Depreciation expense                   801            939
 Dispositions of property            (3,367)           (44)

Balance at end of year             $  9,351       $ 11,917


The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996, is approximately $17,406,000 and $23,604,000.  The
accumulated depreciation taken for Federal income tax purposes at December 31,
1997 and 1996, is approximately $14,500,000 and $19,570,000.

NOTE G - DISTRIBUTIONS

During the year ended December 31, 1997, distributions of $1,394,000 were made
by Cardinal Woods Apartments, Ltd., a lower-tier partnership.  Of these
distributions, Angeles Partners X, the Limited Partner, received $1,380,000, or
99% of the distribution. Angeles Realty Corporation, the General Partner of
Cardinal Woods Apartments, Ltd., received $14,000 or 1% of the distribution. For
the year ended December 31, 1996, there were no distributions.

NOTE H - ABANDONMENT OF UNITS

In 1997 and 1996, the number of Limited Partnership Units decreased by 10 each
year due to limited partners abandoning their units.  In abandoning his or her
Limited Partnership Units, a limited partner relinquishes all right, title and
interest in the Partnership as of the date of abandonment.  However, during the
year of abandonment, the limited partner is allocated his or her share of the
income or loss for that year.  The net income (loss) per limited partnership
unit is calculated based on the number of units outstanding at the beginning of
the year.

NOTE I - CONTINGENCY

On January 20, 1995 an employee at Vista Hills Apartments ("Plaintiff")
allegedly sustained personal injuries during the ordinary course of business.
The Plaintiff alleges that his employment was thereafter terminated in
retaliation for his having filed a workers compensation claim.  Plaintiff seeks
compensatory and punitive damages.  The General Partner cannot predict the
outcome of this proceeding or the range of settlement for the Plaintiff, if
settled in favor of Plaintiff; however, the General Partner believes that this
claim is without merit and intends to vigorously defend it.

NOTE J - SUBSEQUENT EVENT

On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust.  The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders.  If the closing occurs, AIMCO will then control the General
Partner of the Partnership.


                                      PART III


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 payments to affiliates for services and
as reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership. The following expenses were paid or accrued to the General Partner
and affiliates in 1997 and 1996 (in thousands):


                                                       1997           1996

Property management fees                              $ 216          $ 227

Reimbursement for services of affiliates
  including, $16,000 and $14,000 of construct-
  ion service reimbursements in 1997 and
  1996, respectively                                    142            152

Additionally, the Partnership paid approximately $87,000 to affiliates of
Insignia for reimbursements of costs related to the sale of Cardinal Woods
Apartments in August of 1997 and $26,000 for reimbursements of costs related to
the refinancing of Carriage Hills in November of 1997.  The refinancing costs
were capitalized as loan costs and are being amortized over the term of the
loans.

For the period from January 1, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the General Partner.  An affiliate of the General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the master policy.  The
agent assumed the financial obligations to the affiliate of the General Partner
who received payment on these obligations from the agent.  The amount of the
Partnership's insurance premiums that accrued to the benefit of the affiliate of
the General Partner by virtue of the agent's obligations was not significant.

AMIT provided unsecured loans to the Partnership.  Concurrent with the sale of
Cardinal Woods Apartments on August 15, 1997, the Partnership repaid
approximately $588,000 to AMIT, and upon the refinancing of Carriage Hills on
November 20, 1997, approximately $1,432,000 was repaid.  The Partnership also
has a loan that was previously secured by Vista Hills Apartments; however, the
second mortgage was released in 1992 as part of the terms and conditions for
refinancing the first mortgage.  A multifamily rider was executed between the
Partnership and the first mortgage holder for Vista APX, stating that any
subordinated debt must be non-foreclosable and have a maturity date not less
than 2 years beyond the maturity of the refinanced first mortgage; the agreement
also provided for interest to be paid based on available cash flow.  In June
1996, but effective March 31, 1996, this loan was modified, adding non-default
accrued interest payable to the loan balance and waiving accrued, but unpaid,
default interest and late charges.  The modified note matures in September 2002
and provides for interest at 12.5% on the original $1,300,000 note amount.  The
debt restructuring was accounted for as a modification of terms.  The total
future cash payments under the restructured loan exceed the carrying value of
the loan as of the date of restructure. Consequently, interest on the
restructured debt is being recorded at an effective rate of 10.8% which is the
rate required to equate the present value of the total future cash payments
under the new terms with the carrying amount of the loan at the date of
restructure. As part of the modifications, AMIT was granted a first priority
lien on the Partnership's 99% limited partnership interests in the Vista APX
lower-tier partnership which owns Vista Hills Apartments.  The lender's recourse
is limited to the assets of Vista APX; the debt is non-recourse to the assets of
the Partnership.  This loan, with a carrying amount of approximately $1,561,000
plus accrued interest of approximately $325,000, was assigned to AAP on December
31, 1997.  As a result of the repayments and assignment mentioned above, the
Partnership has no outstanding obligations to AMIT at December 31, 1997.  Total
interest expense on financing provided by AMIT was $387,000 and $404,000 for the
years ended December 31, 1997 and 1996, respectively.

In November 1992, MAE GP acquired 1,675,113 Class B Common Shares of AMIT. The
terms of the Class B shares provide that they are convertible, in whole or in
part, into Class A Common Shares of AMIT on the basis of 1 Class A share for
every 49 Class B shares (however, in connection with the settlement agreement
described in the following paragraph, MAE GP agreed not to convert the Class B
shares so long as AMIT's option is outstanding).  These Class B Shares entitle
the holder to receive 1% of the distributions of net cash distributed by AMIT
(however, in connection with the settlement agreement described in the following
paragraph, MAE GP agreed to waive its right to receive dividends and
distributions so long as AMIT's option is outstanding). The holder of the Class
B shares is also entitled to vote on the same basis as the holders of Class A
shares, providing the holder with approximately 39% of the total voting power of
AMIT (unless and until converted to Class A shares, in which case the percentage
of the vote controlled represented by such shares would approximate 1.3% of the
total voting power of AMIT).

As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B shares owned by it.  This option can be exercised
at the end of 10 years or when all loans made by AMIT to partnerships which were
affiliated with MAE GP as of November 9, 1994 (which is the date of execution of
a definitive settlement agreement), have been paid in full.  In connection with
such settlement, AMIT delivered to MAE GP cash in the sum of $250,000 at closing
(which occurred April 14, 1995), as payment for the option. If and when the
option is exercised, AMIT will be required to remit to MAE GP an additional
$94,000.

Simultaneously with the grant of the option and as part of the settlement, MAE
GP also executed an irrevocable proxy in favor of AMIT, which provides that the
holder of the Class B shares is permitted to vote those shares on all matters
except those involving transactions between AMIT and MAE GP affiliated borrowers
or the election of any MAE GP affiliate as an officer or trustee of AMIT.  With
respect to such matters, the trustees of AMIT are required to vote (pursuant to
the irrevocable proxy) the Class B shares (as a single block) in the same manner
as a majority of the Class A shares are voted (to be determined without
consideration of the votes of "Excess Class A Shares" (as defined in Section
6.13 of AMIT's Declaration of Trust)).

Between its acquisition of the Class B shares (in November 1992) and March 31,
1995, MAE GP declined to vote these shares.  Since that date, MAE GP voted its
shares at the 1995 and 1996 annual meetings in connection with the election of
trustees and other matters. In February 1998, MAE GP was merged into Insignia
Properties Trust("IPT"), and in connection with that merger, MAE GP dividended
all of the Class B shares to its sole stockholder, Metropolitan Asset
enhancement, L.P. ("MAE").  As a result, MAE, as the holder of the Class B
shares, is now subject to the terms of the settlement agreement,
option and irrevocable proxy described in the two preceding paragraphs.  Neither
MAE GP nor MAE has exerted and intends to exert any management control over or
participate in the management of AMIT.  However, subject to the terms of the
proxy described below, MAE may choose to vote the Class B shares as it deems
appropriate in the future.

Liquidity Assistance L.L.C., which is an affiliate of the General Partner, MAE
and Insignia (which provides property management and partnership administration
services to the Partnership), owned 96,800 Class A shares of AMIT at December
31, 1997. These Class A shares represent approximately 2.2% of the total voting
power of AMIT.

On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in
principle contemplating, among other things, a business combination of AMIT and
IPT, an entity then owned 98% by Insignia and its affiliates.  On July 18, 1997,
IPT, Insignia and MAE GP entered into a definitive merger agreement pursuant to
which (subject to shareholder approval and certain other conditions, including
the receipt by AMIT of a fairness opinion from its investment bankers) AMIT
would be merged with and into IPT, with each Class A share and Class B share
being converted into 1.625 and 0.0332 common shares of IPT, respectively.  The
foregoing exchange ratios are subject to adjustment to account for dividends
paid by AMIT from January 1, 1997 and dividends paid by IPT from February 1,
1997.  It is anticipated that Insignia and its affiliates (including MAE) would
own approximately 57% of post-merger IPT when this transaction is consummated.

In November 1992 AAP was organized to acquire and hold the obligations
evidencing the working capital loan previously provided to the Partnership by
ACII.  Angeles is the 99% limited partner of AAP and AAD, an affiliate of the
General Partner, was, until April 14, 1995, the 1% general partner of AAP. On
April 14, 1995, as part of a settlement of claims between affiliates of the
General Partner and Angeles, AAD resigned as general partner of AAP and
simultaneously received a 1/2% limited partner interest in AAP.  An affiliate of
Angeles now serves as the general partner of AAP.

This working capital loan funded Vista APX's operating deficits in prior years.
Total indebtedness, which is included as a note payable, was $150,000 and
$651,000 at December 31, 1997, and December 31, 1996, respectively, with
interest accruing at prime plus two percent.  As a result of the sale of
Cardinal Woods Apartments on August 15, 1997, $501,000 of the then outstanding
debt to AAP was repaid. Principal is to be paid the earlier of i) the
availability of funds, ii) the sale of one or more properties owned by the
Partnership, or iii) November 25, 1997. Upon maturity, Vista APX did not have
the means with which to satisfy the maturing debt obligation. The loan is
unsecured and is non-recourse to the Partnership.  At this time, the General
Partner does not believe that it is in the Partnership's best interest to fund
Vista APX for this default.  Total interest expense for these loans was $44,000
and $58,000 for the twelve months ended December 31, 1997 and 1996,
respectively.


                                     SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
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/ Carroll D. Vinson
                                   Carroll D. Vinson
                                   President and Director

                             Date: May 20, 1998


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 and on the
date indicated.



/s/ Carroll D. Vinson            President and Director        May 20, 1998
Carroll D. Vinson


/s/ Robert D. Long, Jr.          Vice President and Chief      May 20, 1998
Robert D. Long, Jr.              Accounting Officer