March 30, 2000

United States

Securities and Exchange Commission
Washington, D.C.  20549


RE:   Angeles Partners X
      Form 10-KSB
      File No. 0-10304

To Whom it May Concern:

The  accompanying  Form 10-KSB for the year ended  December 31, 1999 describes a
change in the method of  accounting to  capitalize  exterior  painting and major
landscaping,   which  would  have  been  expensed  under  the  old  policy.  The
Partnership believes that this accounting principle change is preferable because
it  provides a better  matching  of  expenses  with the  related  benefit of the
expenditures and it is consistent with industry practice and the policies of the
General Partner.

Please do not hesitate to contact the undersigned with any questions or comments
that you might have.

Very truly yours,




Stephen Waters
Real Estate Controller

                  FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER

                               SECTION 13 OR 15(d)

                                   Form 10-KSB

[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, 1999

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934  [No Fee Required]

                  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.

State issuer's revenues for its most recent fiscal year.  $5,292,000

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, 1999. 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

                                     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 Elliott Family Partnership,  Ltd., a California limited  partnership,
is the Non-Managing  General  Partner.  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 1999
five  investment  properties  were either sold or foreclosed on. The Partnership
sold one of its investment properties, Vista Hills Apartments, on March 1, 1999.
The Registrant continues to own and operate two of these 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 were provided at the Partnership's properties by an
affiliate of the General Partner.

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.

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Registrant'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.

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

Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia  Financial Group, Inc. and IPT merged into AIMCO, a
publicly  traded real estate  investment  trust,  with AIMCO being the surviving
corporation (the "Insignia Merger").  As a result, AIMCO acquired 100% ownership
interest in the General Partner.  The General Partner does not believe that this
transaction has had or will have a material effect on the affairs and operations
of the Partnership.


<PAGE>



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>                          <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    Useful                  Federal
Property                Value    Depreciation     Life      Method      Tax Basis
                           (in thousands)                            (in thousands)
<S>                     <C>         <C>         <C>         <C>        <C>

Greentree
 Apartments           $ 4,541      $ 3,557      5-25 yrs     S/L        $   889

Carriage Hills
 Apartments             4,796        3,077      5-25 yrs     S/L          1,119

                      $ 9,337      $ 6,634                              $ 2,008
</TABLE>

See "Note A" to the  consolidated  financial  statements  included  in "Item 7 -
Financial Statements" for a description of the Partnership's depreciation policy
and "Note K - Change in Accounting Principle".


<PAGE>





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              1999         Rate    Amortized    Date     Maturity (2)
                         (in thousands)                                 (in thousands)
<S>                          <C>         <C>         <C>        <C>       <C>

Greentree Apartments
  1st mortgage             $ 3,375       7.83%    28.67 yrs    10/03     $3,135
  2nd mortgage                 113       7.83%       (1)       10/03        113

Carriage Hills
  Apartments
  1st mortgage               5,290       7.39%      30 yrs     12/04      4,958

                             8,778                                       $8,206
Less unamortized
   discounts                   (28)

  Total                    $ 8,750
</TABLE>


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

(2)   See "Item 7. Financial  Statements - Note D" for information  with respect
      to the  Registrant's  ability  to repay  these  loans and  other  specific
      details about the loans.

Rental Rates and Occupancy:

Average  annual  rental rates and  occupancy for 1999 and 1998 for each property
were as follows:

                                    Average Annual              Average Annual
                                     Rental Rates                 Occupancy
                                      (per unit)
 Property                        1999           1998          1999         1998

 Greentree Apartments           $ 5,585       $ 5,461         99%           97%
 Carriage Hills Apartments        9,891         9,523         95%           94%

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.  Each
property is an  apartment  complex  which  leases units for terms of one year or
less. As of December 31, 1999, no  residential  tenant leases 10% or more of the
available rental space. All of the properties are in good condition,  subject to
normal  depreciation and deterioration as is typical for assets of this type and
age.


<PAGE>



Schedule of Real Estate Taxes and Rates:

Real estate taxes and rates in 1999 for each property were as follows:

                                    1999             1999
                                  Billing            Rate
                              (in thousands)

Greentree Apartments              $ 39               1.04%
Carriage Hills Apartments          134               2.77%

Capital Improvements:

Greentree Apartments: The Partnership completed approximately $96,000 in capital
expenditures  at  Greentree  Apartments  as of  December  31,  1999,  consisting
primarily  of  appliances,   major  landscaping  and  HVAC  and  floor  covering
replacements. These improvements were funded primarily from replacement reserves
and operating  cash flow. The  Partnership  is currently  evaluating the capital
improvement  needs of the property for the upcoming  year. The minimum amount to
be budgeted is expected to be $300 per unit or $53,400.  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 $192,000 in
capital  expenditures  at Carriage  Hills  Apartments  as of December  31, 1999,
consisting  primarily of structural  repairs and  appliance  and floor  covering
replacements. These improvements were funded primarily from replacement reserves
and operating  cash flow. The  Partnership  is currently  evaluating the capital
improvement  needs of the property for the upcoming  year. The minimum amount to
be budgeted is expected to be $300 per unit or $42,900.  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.

Vista  Hills  Apartments:  During  January  and  February  1999 the  Partnership
expended approximately $6,000 consisting primarily of roofing and floor covering
replacements. This property was sold March 1, 1999.

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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the   Partnership,   the  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  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
Item 7. Financial  Statements.  "Note B - Transfer of Control").  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
have 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 final
court approval,  on behalf of the  Partnership and all limited  partners who own
units as of  November  3,  1999.  Preliminary  approval  of the  settlement  was
obtained on November 3, 1999 from the Superior Court of the State of California,
County of San Mateo,  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  class
plaintiffs'  counsel to enter the settlement.  On December 14, 1999, the General
Partner  and  its  affiliates   terminated  the  proposed  settlement.   Certain
plaintiffs have filed a motion to disqualify some of the plaintiffs'  counsel in
the action.  The General Partner does not anticipate that costs  associated with
this case will be material to the Partnership's overall operations.

The  Partnership is unaware of any other 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, 1999, 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 1,054 holders of
record  owning an aggregate of 18,625 Units.  Affiliates of the General  Partner
owned  9,166  units or  approximately  49.21% at December  31,  1999.  No public
trading market has developed for the Units,  and it is not anticipated that such
a market will develop in the future.

No  distributions  were  made to the  limited  partners  during  the year  ended
December 31, 1998. The following table sets forth the distributions  made by the
Partnership for the year ended December 31, 1999.

                                                Distributions

                                                           Per Limited
                                        Aggregate        Partnership Unit

       01/01/99 - 12/31/99           $ 1,740,000 (1)           84.03

(1)   Consists of  $1,610,000  of cash from surplus  funds from the 1999 sale of
      Vista  Hills  Apartments  and cash  from  operations,  $130,000  which was
      declared   during   December  1999  and  paid  during  January  2000.  The
      distribution  from surplus funds  includes  $154,000 which was paid to the
      general partners as a commission on sale of the property.  See Item. 6 and
      Item 7-Note F for further details.

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's  distribution  policy is
reviewed on a semi-annual  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
2000 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 requirements 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, 1999, the Partnership has deposits of approximately  $53,000 in the
reserve account.

Several tender offers were made by various parties,  including affiliates of the
General Partner,  during the years ended December 31, 1999 and 1998. As a result
of these tender offers,  AIMCO and its affiliates currently own 9,166 of limited
partnership units in the Partnership  representing  approximately  49.21% of the
outstanding  units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire  additional limited  partnership  interests in
the Partnership  for cash or in exchange for units in the operating  partnership
of AIMCO.  Consequently,  AIMCO is in a position to significantly  influence all
voting  decisions  with  respect  to  the  Registrant.   Under  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with respect to a variety of matters. When voting on matters, AIMCO would
in all  likelihood  vote the  Units it  acquired  in a manner  favorable  to the
interest of the General  Partner because of their  affiliation  with the General
Partner.


<PAGE>



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

The  matters  discussed  in this Form  10-KSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained  in this Form 10-KSB and the other  filings  with the  Securities  and
Exchange  Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations,  including  forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operations. Accordingly,
actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements as a result of a number of factors,  including those
identified herein.

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 net income of  approximately  $2,534,000 for the year
ended December 31, 1999, compared to net income of approximately  $1,731,000 for
the year ended  December  31,  1998.  The  increase  in net income is  primarily
attributable to the gain recognized  during 1999 on the sale of Vista Hills. The
gain recognized in 1999 was partially offset by the loss on early extinguishment
of debt recognized upon the sale of the property.  On March 1, 1999, Vista Hills
Apartments,  located in El Paso, Texas, was sold to an unaffiliated  third party
for $5,150,000. After closing expenses of approximately $96,000 the net proceeds
received by the Partnership were approximately $5,054,000.  The Partnership used
most of the  proceeds  from  the  sale  of the  property  to pay  off  the  debt
encumbering the property of approximately  $3,627,000.  The sale of the property
resulted in a gain on sale of investment  property of  approximately  $2,672,000
and a loss on early  extinguishment of debt of approximately  $66,000 consisting
of a prepayment penalty and the write-off of unamortized loan costs.

Partially  offsetting  the  increase  in net income from the sale of Vista Hills
Apartments in 1999 is the  extraordinary  gain on  forgiveness of debt which was
recognized in 1998.  This gain was the result of the  Partnership not having the
means  with  which to pay its  $150,000  outstanding  indebtedness  to AAP which
matured in November 1997. The loan was unsecured;  AAP's recourse was limited to
the assets of Vista APX.  In August  1998,  the  General  Partner  negotiated  a
settlement with AAP, whereby the Partnership paid AAP $30,000, and the remainder
of the debt owed AAP,  including the $1,561,000 note previously  assigned to AAP
by AMIT,  was  forgiven.  For  financial  statement  purposes,  the  forgiveness
resulted in a gain of approximately $2,185,000.

Excluding the impact of the sale of Vista Hills  Apartments  and the  property's
operating  results as well as the  extraordinary  gain on forgiveness of debt in
1998, income for 1999 increased  slightly compared to 1998 due to an increase in
total  revenues at the remaining  properties,  which was  partially  offset by a
slight increase in total expenses.  Total revenues  increased due to an increase
in rental  income  and other  income.  Rental  income  increased  as a result of
increases in occupancy and average annual rental rates at the  Partnership's two
remaining  investment  properties.  Other income increased due to an increase in
cash balances maintained in interest bearing accounts.

Excluding the  operations of Vista Hills for both 1999 and 1998,  total expenses
increased  slightly due to increases  in  interest,  general and  administrative
expense, and depreciation expense. Depreciation expense increased as a result of
capital  improvements  placed in service during 1999.  Partially  offsetting the
increase  in above  expenses  was a decrease  in  operating  expense.  Operating
expense  decreased  as a result  of a  decrease  in  insurance  and  maintenance
expenses partly offset by an increase in advertising expense.  Insurance expense
decreased  due to a  change  in  insurance  carriers  at both of the  investment
properties  during the fourth quarter of 1998, which resulted in lower insurance
premiums.  Maintenance expense decreased as a result of expenses incurred during
1998 for interior and exterior  building  repairs at Greentree  Apartments which
did not recur during 1999.  Advertising  expense  increased  due to an effort to
increase occupancy at both of the Partnership's investment properties.

General  and  administrative  expenses  increased  slightly  for the  comparable
periods as a result of an increase in legal costs associated with the settlement
of  litigation  cases as  disclosed in prior  quarters.  Included in general and
administrative  expenses  at both  December  31,  1999 and  1998 are  management
reimbursements  to the General Partner allowed under the Partnership  Agreement.
In addition,  costs associated with the quarterly and annual communications with
investors  and  regulatory  agencies  and  the  annual  audit  required  by  the
Partnership Agreement are also included.

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies  of the  General  Partner.  The  effect  of the  change in 1999 was not
material.  The cumulative effect, had this change been applied to prior periods,
is not material. The accounting principle change will not have an effect on cash
flow,  funds  available for  distribution or fees payable to the General Partner
and affiliates.

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,  1999,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $1,088,000,  compared to approximately $1,283,000 at December 31,
1998. The decrease in cash and cash equivalents of approximately $195,000 is due
to  approximately  $5,395,000  of cash used in  financing  activities  offset by
approximately   $5,032,000  of  cash  provided  by  investing   activities   and
approximately  $168,000  of cash  provided  by  operating  activities.  Net cash
provided by investing  activities  consisted primarily of proceeds from the sale
of investment  property and to a lesser extent,  net withdrawals from restricted
escrows which were offset by property  improvements and  replacements.  Net cash
used in financing  activities  consisted of repayment of mortgage  notes payable
and to a lesser extent, distributions to partners, debt extinguishment costs and
payments on mortgage notes payable.  The Partnership invests its working capital
reserves in a money market account.

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, local, legal, and regulatory  requirements.  The Partnership is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $96,300.  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  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness of approximately $8,750,000, net of discounts, matures October 2003
and December  2004 with balloon  payments 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.

During  the  year  ended   December  31,  1999,   distributions   of  $1,740,000
(approximately  $1,565,000  to the  limited  partners,  or  $84.03  per  limited
partnership  unit)  were made from both  sales  proceeds  from the sale of Vista
Hills Apartments and operations of the Partnership. The General Partner received
a  disposition  fee for which they were  entitled  upon the sale of Vista  Hills
Apartments.  There were no cash  distributions  to the limited  partners  during
1998. 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 Registrant's distribution
policy is reviewed on a quarterly  basis.  There can be no  assurance,  however,
that the  Partnership  will generate  sufficient  funds from  operations,  after
planned  capital  expenditures,  to permit any additional  distributions  to its
partners in 2000 or subsequent  periods.  Distributions may be restricted by the
requirements  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, 1999,  the  Partnership  has deposits of
approximately $53,000 in the reserve account.

Tender Offer

Several tender offers were made by various parties,  including affiliates of the
General Partner,  during the fiscal years ended December 31, 1999 and 1998. As a
result of these tender  offers,  AIMCO and its  affiliates  currently  own 9,166
units  of  limited   partnership   interest  in  the  Partnership   representing
approximately  49.21% of the outstanding units. It is possible that AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the  operating  partnership  of AIMCO.  Consequently,  AIMCO is in a position to
significantly  influence all voting  decisions  with respect to the  Registrant.
Under the Partnership Agreement, unitholders holding a majority of the Units are
entitled  to take action  with  respect to a variety of matters.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable to the interest of the General  Partner  because of their  affiliation
with the General Partner.

Year 2000 Compliance

General Description

The Year 2000 issue is the result of computer  programs  being written using two
digits rather than four digits to define the applicable year. The Partnership is
dependent  upon the  General  Partner  and its  affiliates  for  management  and
administrative services ("Managing Agent"). Any of the Managing Agent's computer
programs or hardware that had  date-sensitive  software or embedded  chips might
have  recognized  a date using "00" as the year 1900  rather than the year 2000.
This  could  have  resulted  in a  system  failure  or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

Computer Hardware, Software and Operating Equipment

In 1999,  the Managing  Agent  completed  all phases of its Year 2000 program by
completing  the  replacement  and repair of any  hardware or software  system or
operating  equipment that was not yet Year 2000 compliant.  The Managing Agent's
hardware  and software  systems and its  operating  equipment  are now Year 2000
compliant.  No  material  failure or  erroneous  results  have  occurred  in the
Managing Agent's computer  applications  related to the failure to reference the
Year 2000 to date.

Third Parties

To  date,  the  Managing  Agent  is not  aware of any  significant  supplier  or
subcontractor  (external agent) or financial institution of the Partnership that
has a Year 2000 issue that  would  have a material  impact on the  Partnership's
results of operations,  liquidity or capital  resources.  However,  the Managing
Agent  has no means of  ensuring  or  determining  the Year 2000  compliance  of
external  agents.  At this time, the Managing Agent does not believe that a Year
2000 issue of any  non-compliant  external agent will have a material  impact on
the Partnership's financial position or results of operations.

Costs

The total cost of the Managing Agent's Year 2000 project was approximately  $3.2
million and was funded from operating cash flows.

Risks Associated with the Year 2000

The Managing  Agent  completed all necessary  phases of its Year 2000 program in
1999,  and did not  experience  system or  equipment  malfunctions  related to a
failure to reference the Year 2000. The Managing  Agent or Partnership  have not
been  materially  adversely  effected by  disruptions  in the economy  generally
resulting from the Year 2000 issue.

At this  time,  the  Managing  Agent  does not  believe  that the  Partnership's
businesses,  results of  operations  or financial  condition  will be materially
adversely effected by the Year 2000 issue.

Contingency Plans Associated with the Year 2000

The  Managing  Agent has not had to implement  contingency  plans such as manual
workarounds or selecting new relationships for its banking or elevator operation
activities in order to avoid the Year 2000 issue.


<PAGE>


Item 7.  Financial Statements

ANGELES PARTNERS X

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 1999

      Consolidated Statements of Operations - Years ended December 31, 1999 and
      1998

      Consolidated  Statements  of Changes in  Partners'  Deficit - Years  ended
      December 31, 1999 and 1998

      Consolidated Statements of Cash Flows - Years ended December 31, 1999 and
      1998

      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,  1999,  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, 1999. 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, 1999,  and the  consolidated  results of its  operations and its
cash flows for each of the two years in the period ended  December 31, 1999,  in
conformity with accounting principles generally accepted in the United States.

                                                           /s/ ERNST & YOUNG LLP


Greenville, South Carolina
February 21, 2000


<PAGE>





                               ANGELES PARTNERS X

                           CONSOLIDATED BALANCE SHEET

                          (in thousands, except unit data)

                                December 31, 1999
<TABLE>
<CAPTION>

Assets
<S>                                                              <C>          <C>

   Cash and cash equivalents                                                $  1,088
   Receivables and deposits                                                      241
   Restricted escrows                                                             90
   Other assets                                                                  228
   Investment properties (Notes A, D, and G):
      Land                                                     $    312
      Buildings and related personal property                     9,025
                                                                  9,337

      Less accumulated depreciation                              (6,634)       2,703
                                                                            $  4,350

Liabilities and Partners' Deficit
Liabilities

   Accounts payable                                                         $     21
   Tenant security deposit liabilities                                             7
   Accrued property taxes                                                         10
   Distribution payable                                                          130
   Other liabilities                                                             136
   Mortgage notes payable (Note D)                                             8,750

Partners' Deficit

   General partner                                             $   (238)
   Limited partners (18,625 units issued and
      outstanding)                                                (4,466)     (4,704)
                                                                             $ 4,350

           See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>



                               ANGELES PARTNERS X

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                          (in thousands, except unit data)

                                                            Year Ended
                                                           December 31,
                                                         1999        1998

Revenues:
   Rental income                                        $ 2,440   $ 3,141
   Other income                                             180       216
   Gain on sale of investment property (Note C)           2,672        --
      Total revenues                                      5,292     3,357

Expenses:
   Operating                                              1,034     1,461
   General and administrative                               206       192
   Depreciation                                             460       651
   Interest                                                 802     1,215
   Property taxes                                           190       292
      Total expenses                                      2,692     3,811

Income (loss) before extraordinary item                   2,600      (454)
Extraordinary gain on forgiveness of debt                    --     2,185

Extraordinary loss on early extinguishment
   of debt (Note C)                                         (66)       --

Net income                                              $ 2,534   $ 1,731


Net income allocated to general partner                 $   178   $    17

Net income allocated to limited partners                  2,356     1,714

                                                        $ 2,534   $ 1,731
Net income per limited partnership unit:

  Income (loss) before extraordinary item               $130.01   $(24.11)

  Extraordinary item                                      (3.51)   116.13

                                                        $126.50   $ 92.02

Distributions per limited partnership unit              $ 84.03   $    --

           See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                               ANGELES PARTNERS X

               CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                          (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, 1997                    18,625     $ (253)     $(6,971)  $ (7,224)

Net income for the year ended
   December 31, 1998                           --          17       1,714      1,731

Distributions to General Partner               --          (5)         --         (5)

Partners' deficit at
   December 31, 1998                      18,625         (241)     (5,257)    (5,498)

Distributions to partners                     --         (175)     (1,565)    (1,740)

Net income for the year
   ended December 31, 1999                    --          178       2,356       2,534

Partners' deficit
   at December 31, 1999                   18,625      $ (238)     $(4,466)  $ (4,704)


           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,
                                                                  1999        1998
<S>                                                             <C>          <C>

Cash flows from operating activities:

  Net income                                                    $ 2,534      $ 1,731
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation                                                     460          651
   Amortization of discounts and loan costs                          62           61
   Extraordinary loss on early extinguishment of debt                66           --
   Gain on sale of investment property                           (2,672)          --
   Extraordinary gain on forgiveness of debt                         --       (2,185)
   Change in accounts:
      Receivables and deposits                                       67           (6)
      Other assets                                                    2            1
      Accounts payable                                             (130)          32
      Tenant security deposit liabilities                           (24)          (7)
      Accrued property taxes                                       (102)           6
      Other liabilities                                             (95)         102

      Net cash provided by operating activities                     168          386

Cash flows from investing activities:

  Property improvements and replacements                            (294)       (455)
  Net withdrawals from restricted escrows                            272           7
  Proceeds from sale of investment property                        5,054          --

       Net cash provided by (used in) investing activities         5,032        (448)

Cash flows from financing activities:

  Payments on mortgage notes payable                               (119)        (134)
  Repayment of mortgage note payable                             (3,627)         (30)
  Loan costs paid                                                    --          (17)
  Distributions to partners                                      (1,610)          (5)
  Debt extinguishment costs                                         (39)          --

       Net cash used in financing activities                     (5,395)        (186)

Net decrease in cash and cash equivalents                          (195)        (248)

Cash and cash equivalents at beginning of year                    1,283        1,531

Cash and cash equivalents at end year                           $ 1,088      $ 1,283

Supplemental disclosure of cash flow information:

  Cash paid for interest                                         $ 794       $ 1,051

Supplemental disclosure of non-cash activity:
  Distribution payable                                           $ 130        $ --

           See Accompanying Notes to Consolidated Financial Statements

</TABLE>

                               ANGELES PARTNERS X

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999

Note A - Organization and 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")  effective  February  26,  1999.  Thus,  the General  Partner is now a
wholly-owned  subsidiary  of  AIMCO.  The  Elliott  Family  Partnership,   Ltd.,
California  limited  partnership,  is  the  Non-Managing  General  Partner.  The
Managing  General  Partner  and the  Non-Managing  General  Partner  are  herein
collectively  referred to as the "General  Partners".  See "Note B - Transfer of
Control."  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.,  Carriage AP X Ltd. and Vista 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
Partners  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 (1)
for real property over 15 years for additions  prior to March 16, 1984, 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, and (2) for personal
property over 5 years for additions prior to 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.

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior painting and major landscaping (see Note K).

Cash and Cash  Equivalents:  Includes cash on hand and in banks and money market
accounts.  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
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 consist of two apartment complexes
and are  stated  at cost.  Acquisition  fees are  capitalized  as a cost of real
estate.  In accordance with Financial  Accounting  Standards Board Statement No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets  to be  Disposed  Of",  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, 1999 or 1998.

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. These improvements have been completed as of
      December 31, 1999 and all funds were utilized.

      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 requirements 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, 1999, the Partnership has deposits
      of approximately $53,000 in the reserve account. Reserve accounts are also
      maintained  for  Carriage  Hills  Apartments.  Reserve  escrows  for  both
      properties totaled approximately $90,000 at December 31, 1999.

Loan Costs: Loan costs of approximately  $302,000 less accumulated  amortization
of  approximately  $151,000,  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. 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
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 of Financial Instruments: Statement of Financial Accounting Standards
("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. (See "Note I" for detailed disclosure of this information).

Advertising  Costs:  The  Partnership  expenses  the  costs  of  advertising  as
incurred.  Advertising costs of approximately $66,000 and $60,000, for the years
ended  December  31,  1999 and 1998,  respectively,  were  charged to  operating
expense as incurred.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February  26,  1999,  Insignia  Financial  Group and IPT merged  into  AIMCO,  a
publicly  traded real estate  investment  trust,  with AIMCO being the surviving
corporation (the "Insignia  Merger").  As a result,  AIMCO ultimately acquired a
100% ownership  interest in the General  Partner.  The General  Partner does not
believe  that this  transaction  has had or will have a  material  effect on the
affairs and operations of the Partnership.

Note C - Disposition of Rental Property

On March 1, 1999, Vista Hills Apartments, located in El Paso, Texas, was sold to
an  unaffiliated   third  party  for  $5,150,000.   After  closing  expenses  of
approximately  $96,000  the  net  proceeds  received  by  the  Partnership  were
approximately  $5,054,000.  The  Partnership  used most of the proceeds from the
sale  of  the  property  to  pay  off  the  debt  encumbering  the  property  of
approximately  $3,627,000.  The sale of  property  resulted in a gain on sale of
investment   property  of   approximately   $2,672,000   and  a  loss  on  early
extinguishment  of debt of  approximately  $66,000  consisting  of a  prepayment
penalty and the write off of unamortized  loan costs.  Revenues from Vista Hills
Apartments  included in the accompanying  consolidated  statements of operations
were  $164,000 and  $1,022,000  for the years ended  December 31, 1999 and 1998,
respectively.

Note D - Mortgage Notes Payable

<TABLE>
<CAPTION>

                            Principal       Monthly                            Principal
                            Balance At      Payment                             Balance
                           December 31,    Including   Interest   Maturity       Due At
Property                       1999        Interest      Rate       Date        Maturity
                                 (in thousands)                              (in thousands)
<S>                           <C>            <C>         <C>        <C>        <C>

Greentree Apartments

  1st mortgage               $ 3,375          27         7.83%      10/03      $3,135
  2nd mortgage                   113           1         7.83%      10/03         113

Carriage Hills
  Apartments
  1st mortgage                 5,290          37         7.39%      12/04       4,958

                               8,778         $65                               $8,206
Less unamortized
  discounts at a rate
  of 8.13% (a)                   (28)

     Total                   $ 8,750
</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, 1999, are as follows (in thousands):

                                2000            $  116
                                2001               126
                                2002               135
                                2003             3,375
                                2004             5,026
                                                 -----
                                                $8,778

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 E - 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 income and Federal  taxable
income (in thousands):

                                          1999          1998


Net income as reported                  $ 2,534        $ 1,731
Add (deduct):
     Depreciation differences               259            512
     Unearned income                        (56)            40
     Amortization                           (76)            --
     Gain on sale                         1,125             --
     Other                                   68              5

Federal taxable income                  $ 3,854        $ 2,288

Federal taxable income per
     limited partnership unit           $180.56        $121.63

The  following  is  a   reconciliation   at  December  31,  1999,   between  the
Partnership's  reported  amounts  and  Federal  tax  basis  of  net  assets  and
liabilities (in thousands):

Net deficiency - as reported          $ (4,704)
 Land and buildings                      1,615
 Accumulated depreciation               (2,310)
 Syndication fees                        2,071
 Other                                     417

Net deficiency - Federal tax basis    $ (2,911)


Note F - 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.  The  following  payments  were made or accrued to the General
Partner and affiliates during the year ended December 31, 1999 and 1998:

                                                               1999      1998

                                                               (in thousands)

Property management fees (included in operating expenses)     $ 134     $ 169

Reimbursement for services of affiliates (included in
 operating, general and administrative expenses,
 and investment properties)                                      58       110
Partnership management fee (included in general and
 Administrative expense)                                          5        --

Incentive distribution to General Partner                       154        --

During the years ended  December  31, 1999 and 1998,  affiliates  of the General
Partner  were  entitled  to  receive  5% of  gross  receipts  from  all  of  the
Registrant's   properties  for  providing  property  management  services.   The
Registrant paid to such affiliates  approximately  $134,000 and $169,000 for the
years ended December 31, 1999 and 1998, respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses amounting to approximately $58,000 and $110,000 for the
years ended December 31, 1999 and 1998, respectively.  The Partnership also paid
approximately  $4,000 during the year ended December 31, 1998 to an affiliate of
the General Partner for  reimbursements of costs related to the loan refinancing
at Carriage Hills in November 1997.  These costs were  capitalized as loan costs
and are being  amortized  over the term of the loan. No such costs were incurred
for the year ended December 31, 1999.

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.

A management fee of approximately  $5,000 was accrued to the General Partner for
the year ended December 31, 1999 relating to net cash from operations as defined
in the Partnership Agreement. No such fees were paid or accrued in 1998.

The Partnership had a loan payable to Angeles Mortgage Investment Trust ("AMIT")
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 AP X,  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. As part of the modification, AMIT was granted
a first priority lien on the Partnership's 99% limited  partnership  interest in
the Vista AP X lower-tier  partnership  which owns Vista Hills  Apartments.  The
lender's  recourse  was  limited  to the  assets  of  Vista  AP X;  the debt was
non-recourse to the other 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 Angeles  Acceptance Pool ("AAP") on December 31, 1997
and was ultimately forgiven by AAP in August 1998. As a result of the repayments
and assignment  mentioned above, the Partnership had no outstanding  obligations
to AMIT at December 31, 1999.

In November  1992,  AAP, a Delaware  limited  partnership  which  controlled the
working capital loan previously  provided by Angeles  Capital  Investment,  Inc.
("ACII"),  was  organized.  Angeles  Corporation  ("Angeles") is the 99% limited
partner  of AAP and  Angeles  Acceptance  Directives,  Inc.  ("AAD"),  which  is
wholly-owned  by IPT, 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 .5% limited partner  interest in AAP. An affiliate of
Angeles now serves as the general partner of AAP.

This working capital loan funded Vista AP X's operating deficits in prior years.
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.  The remaining Vista AP
X note payable of $150,000 became due November 25, 1997. Upon maturity, Vista AP
X did not have the means with which to satisfy the maturing debt obligation. The
loan was unsecured;  AAP's recourse was limited to the assets of Vista AP X. The
debt was  non-recourse to the other assets of the  Partnership.  In August 1998,
the General Partner  negotiated a settlement  with AAP,  whereby the Partnership
paid  AAP  $30,000,  and the  remainder  of the debt  owed  AAP,  including  the
$1,561,000 note previously assigned to AAP by AMIT, was forgiven.

Several tender offers were made by various parties,  including affiliates of the
General Partner,  during the years ended December 31, 1999 and 1998. As a result
of these tender offers,  AIMCO and its  affiliates  currently own 9,166 units of
limited partnership units in the Partnership  representing  approximately 49.21%
of the outstanding  units. It is possible that AIMCO or its affiliates will make
one  or  more  additional  offers  to  acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership  of AIMCO.  Consequently,  AIMCO is in a position  to  significantly
influence  all  voting  decisions  with  respect  to the  Registrant.  Under the
Partnership Agreement,  unitholders holding a majority of the Units are entitled
to take  action with  respect to a variety of  matters.  When voting on matters,
AIMCO would in all likelihood  vote the Units it acquired in a manner  favorable
to the interest of the General  Partner  because of their  affiliation  with the
General Partner.

Note G - 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         $ 3,488        $   211       $ 3,345        $   985
Carriage Hills Apartments      5,290            101         3,509          1,186

  Totals                     $ 8,778        $   312       $ 6,854        $ 2,171

</TABLE>


<TABLE>
<CAPTION>

                       Gross Amount At Which Carried
                         At December 31, 1999
                            (in thousands)

                            Buildings
                           And Related
                            Personal             Accumulated      Date of       Date     Depreciable
    Description      Land   Property     Total   Depreciation   Construction  Acquired   Life-Years
                                                (in thousands)
<S>                    <C>      <C>      <C>       <C>              <C>       <C>         <C>
Greentree Apartments $ 211   $ 4,330   $ 4,541     $ 3,557          8/74      12/31/81     5-25
Carriage Hill          101     4,695     4,796       3,077          6/72       7/30/82     5-25
  Apartments

  Totals             $ 312   $ 9,025   $ 9,337     $ 6,634
</TABLE>


Reconciliation of "Real Estate and Accumulated Depreciation":

                                                Years Ended December 31,
                                                  1999            1998
                                                     (in thousands)

Investment Properties

Balance at beginning of year                   $15,232          $14,810
    Dispositions of property                    (6,189)             (33)
    Property improvements                          294              455

Balance at end of year                         $ 9,337          $15,232

Accumulated Depreciation

Balance at beginning of year                   $ 9,981          $ 9,351
    Depreciation expense                           460              651
    Dispositions of property                    (3,807)             (21)

Balance at end of year                         $ 6,634          $ 9,981

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December 31, 1999 and 1998, is approximately  $10,952,000 and  $17,861,000.  The
accumulated depreciation,  taken for Federal income tax purposes at December 31,
1999 and 1998, is approximately $8,944,000 and $14,638,000.

Note H - Distributions

No  distributions  were  made to the  limited  partners  during  the year  ended
December 31, 1998. The following table sets forth the distributions  made by the
Partnership for the years ended December 31, 1999.

                                                Distributions

                                                           Per Limited
                                        Aggregate        Partnership Unit

       01/01/99 - 12/31/99           $ 1,740,000 (1)           84.03

(1)   Consists of  $1,610,000  of cash from surplus  funds from the 1999 sale of
      Vista Hills  Apartments  and cash from  operations  of $130,000  which was
      declared   during   December  1999  and  paid  during  January  2000.  The
      distribution  from surplus funds  includes  $154,500 which was paid to the
      general partners as a commission on sale of the property. See Note F.

Note I - Segment Information

Description  of the types of products  and services  from which each  reportable
segment derives its revenues:

The  Partnership  has  one  reportable  segment:   residential  properties.  The
Registrant's  residential  property segment consists of two apartment  complexes
located in Alabama and Michigan. The Partnership rents apartment units for terms
that are typically twelve months or less.

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those of the  Partnership as described in the summary of significant  accounting
policies.

Factors management used to identify the enterprise's reportable segment:

The  Partnership's  reportable  segment  consists of investment  properties that
offer similar products and services.  Although each of the investment properties
is  managed  separately,  they have been  aggregated  into one  segment  as they
provide services with similar types of products and customers.

Segment  information  for the years ended December 31, 1999 and 1998 is shown in
the tables below. The "Other" column includes Partnership administration related
items and income and expense not allocated to the reportable segment.

                 1999                   Residential      Other       Totals
                 ----                   -----------      -----       ------
                                                   (in thousands)
Rental income                             $ 2,440         $ --      $ 2,440
Other income                                  135            45         180
Interest expense                              802            --         802
Depreciation                                  460            --         460
General and administrative expense             --           206         206
Gain on sale of investment property         2,672            --       2,672
Extraordinary loss on early
  extinguishment of debt                      (66)           --         (66)
Segment profit (loss)                       2,695          (161)      2,534
Total assets                                3,874           476       4,350
Capital expenditures for investment
 properties                                   294            --         294

                 1998                   Residential      Other       Totals
                 ----                   -----------      -----       ------
                                                   (in thousands)

Rental income                             $ 3,141         $ --      $ 3,141
Other income                                  160            56         216
Interest expense                            1,206             9       1,215
Depreciation                                  651            --         651
General and administrative expense             --           192         192
Extraordinary gain on forgiveness
  of debt                                   1,981           204       2,185
Segment profit                              1,672            59       1,731
Total assets                                6,276         1,233       7,509
Capital expenditures for investment
 properties                                   455            --         455

Note J- 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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the   Partnership,   the  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  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  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  have  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 final court approval,  on
behalf of the Partnership and all limited  partners who own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the  Superior  Court of the State of  California,  County of San Mateo,  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 class  plaintiffs'  counsel  to  enter  the
settlement.  On  December  14,  1999,  the General  Partner  and its  affiliates
terminated the proposed  settlement.  Certain  plaintiffs have filed a motion to
disqualify  some of the plaintiffs'  counsel in the action.  The General Partner
does not anticipate that costs associated with this case will be material to the
Partnership's overall operations.

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

Note K - Change in Accounting Principle

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies  of the  General  Partner.  The  effect  of the  change in 1999 was not
material.  The cumulative effect, had this change been applied to prior periods,
is not material. The accounting principle change will not have an effect on cash
flow,  funds  available for  distribution or fees payable to the General Partner
and affiliates.

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

         None.
                                    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 directors.

Name                        Age    Position

Patrick J. Foye              42    Executive Vice President and Director
Martha L. Long               40    Senior Vice President and Controller

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.  Prior to joining AIMCO,  Mr. Foye was a partner in the
law firm of Skadden,  Arps, Slate,  Meagher & Flom LLP from 1989 to 1998 and was
Managing Partner of the firm's  Brussels,  Budapest and Moscow offices from 1992
through  1994.  Mr.  Foye is also  Deputy  Chairman  of the  Long  Island  Power
Authority and serves as a member of the New York State Privatization Council. He
received a B.A.  from Fordham  College and a J.D.  from Fordham  University  Law
School.

Martha L. Long has been  Senior Vice  President  and  Controller  of the General
Partner and AIMCO since October 1998, as a result of the acquisition of Insignia
Financial Group,  Inc. From June 1994 until January 1997, she was the Controller
for Insignia, and was promoted to Senior Vice President - Finance and Controller
in January 1997,  retaining  that title until  October  1998.  From 1988 to June
1994,  Ms. Long was Senior Vice  President and  Controller for The First Savings
Bank, FSB in Greenville, South Carolina.

Based solely upon a review of Forms 3 and 4 and amendments  thereto furnished to
the Registrant  under Rule 16a-3(e) during the  Registrant's  most recent fiscal
year and Forms 5 and amendments thereto furnished to the Registrant with respect
to its most recent  fiscal year,  the  Registrant  is not aware of any director,
officer,  beneficial  owner of more than ten  percent  of the  units of  limited
partnership interest in the Registrant that failed to file on a timely basis, as
disclosed in the above Forms,  reports required by section 16(a) of the Exchange
Act during the most recent  fiscal year or prior fiscal years except as follows:
AIMCO Properties,  L.P. and its joint filers failed to timely file a Form 3 with
respect to its  acquisition  of Units and AIMCO and its joint  filers  failed to
timely file a Form 4 with respect to its acquisition of Units.

Item 10. Executive Compensation

None  of  the  directors  and  officers  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, 1999.

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                         5,247             28.17%
(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 2000 South Colorado Boulevard, Denver, Colorado 80222.

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.  The  following  payments  were made or accrued to the General
Partner and affiliates during the year ended December 31, 1999 and 1998:

                                                               1999      1998
                                                               ----      ----
                                                               (in thousands)

Property management fees                                      $ 134     $ 169

Reimbursement for services of affiliates                         58       110
Partnership management fee                                        5        --

Incentive distribution to General Partner                       154        --

During the years ended  December  31, 1999 and 1998,  affiliates  of the General
Partner  were  entitled  to  receive  5% of  gross  receipts  from  all  of  the
Registrant's   properties  for  providing  property  management  services.   The
Registrant paid to such affiliates  approximately  $134,000 and $169,000 for the
years ended December 31, 1999 and 1998, respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses amounting to approximately $58,000 and $110,000 for the
years ended December 31, 1999 and 1998, respectively.  The Partnership also paid
approximately  $4,000 during the year ended December 31, 1998 to an affiliate of
the General Partner for  reimbursements of costs related to the loan refinancing
at Carriage Hills in November 1997.  These costs were  capitalized as loan costs
and are being  amortized  over the term of the loan. No such costs were incurred
for the year ended December 31, 1999.

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.

A management fee of approximately  $5,000 was accrued to the General Partner for
the year ended December 31, 1999 relating to net cash from operations as defined
in the Partnership Agreement. No such fees were paid or accrued in 1998.

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. In addition,  upon
the refinancing of Carriage Hills on November 20, 1997, approximately $1,432,000
was repaid to AMIT. The Partnership also had 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  AP  X,   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 would have matured in September  2002 and
provided 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
was 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
modification,  AMIT was granted a first priority lien on the  Partnership's  99%
limited partnership interest in the Vista AP X lower-tier partnership which owns
Vista Hills Apartments. The lender's recourse was limited to the assets of Vista
AP X; the debt was  non-recourse  to the other 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 and was
ultimately  forgiven by AAP in August 1998.  As a result of the  repayments  and
assignment  mentioned above,  the Partnership had no outstanding  obligations to
AMIT at December 31, 1998.

In November  1992,  AAP, a Delaware  limited  partnership  which  controlled the
working capital loan previously  provided by Angeles  Capital  Investment,  Inc.
("ACII"),  was  organized.  Angeles  Corporation  ("Angeles") is the 99% limited
partner  of AAP and  Angeles  Acceptance  Directives,  Inc.  ("AAD"),  which  is
wholly-owned  by IPT, 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 .5% limited partner  interest in AAP. An affiliate of
Angeles now serves as the general partner of AAP.

This working capital loan funded Vista AP X's operating deficits in prior years.
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.  The remaining Vista AP
X note payable of $150,000 became due November 25, 1997. Upon maturity, Vista AP
X did not have the means with which to satisfy the maturing debt obligation. The
loan was unsecured;  AAP's recourse was limited to the assets of Vista AP X. The
debt was  non-recourse to the other assets of the  Partnership.  In August 1998,
the General Partner  negotiated a settlement  with AAP,  whereby the Partnership
paid  AAP  $30,000,  and the  remainder  of the debt  owed  AAP,  including  the
$1,561,000 note previously assigned to AAP by AMIT, was forgiven. As a result of
the assignment  mentioned above, the Partnership had no outstanding  obligations
to AMIT for the year ended December 31, 1998.

Several tender offers were made by various parties,  including affiliates of the
General Partner,  during the years ended December 31, 1999 and 1998. As a result
of these tender  offers,  AIMCO and its  affiliates  currently own 9,166 limited
partnership units in the Partnership  representing  approximately  49.21% of the
outstanding  units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire  additional limited  partnership  interests in
the Partnership  for cash or in exchange for units in the operating  partnership
of AIMCO.  Consequently,  AIMCO is in a position to significantly  influence all
voting  decisions  with  respect  to  the  Registrant.   Under  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with respect to a variety of matters. When voting on matters, AIMCO would
in all  likelihood  vote the  Units it  acquired  in a manner  favorable  to the
interest of the General  Partner because of their  affiliation  with the General
Partner.

                                     PART IV

Item 13. Exhibits and Reports on Form 8-K

         (a)   Exhibits:

               Exhibit 18,  Independent  Accountants'  Preferability  Letter for
               Change in  Accounting  Principle,  is filed as an exhibit to this
               report.

               Exhibit 27,  Financial Data  Schedule,  is filed as an exhibit to
               this report.

         (b)   Reports on Form 8-K filed  during the fourth  quarter of calendar
               year 1999:

               None.
                                   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/Martha L. Long
                                         Senior Vice President and
                                         Controller

                                 Date:   March 30, 2000

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: March 30, 2000
Patrick J. Foye           and Director


/s/Martha L. Long         Senior Vice President       Date: March 30, 2000
Martha L. Long            and Controller


                                  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.

          18   Independent  Accountants'  Preferability  Letter  for  Change  in
               Accounting Principle.

      27          Financial Data Schedule.

      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.

                                                                      Exhibit 18

February 7, 2000


Mr. Patrick J. Foye
Executive Vice President
Angeles Realty Corporation
General Partner of Angeles Partners X
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 29602

Dear Mr. Foye:

Note K of Notes to the Consolidated  Financial  Statements of Angeles Partners X
included in its Form  10-KSB for the year ended  December  31, 1999  describes a
change in the method of  accounting to  capitalize  exterior  painting and major
landscaping,  which  would have been  expensed  under the old  policy.  You have
advised us that you believe  that the change is to a  preferable  method in your
circumstances because it provides a better matching of expenses with the related
benefit of the expenditures and is consistent with policies currently being used
by your industry and conforms to the policies of the General Partner.

There are no authoritative criteria for determining a preferable method based on
the particular circumstances; however, we conclude that the change in the method
of accounting  for exterior  painting and major  landscaping is to an acceptable
alternative  method which,  based on your business  judgment to make this change
for the reasons cited above, is preferable in your circumstances.

                                                               Very truly yours,
                                                           /s/ Ernst & Young LLP