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

                                   Form 10-KSB
       (Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                 For the fiscal year ended December 31, 2004

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

               For the transition period _________to _________

                         Commission file number 0-11767

                      ANGELES INCOME PROPERTIES, LTD. II
                (Name of small business issuer in its charter)

         California                                                95-3793526
(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)

                                 (864) 239-1000
                            Issuer's telephone number

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

                                      None

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

                      Units of Limited Partnership Interest
                                (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 of 1934 during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No___

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

State issuer's revenues for its most recent fiscal year.   $4,907,000

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, 2004. 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

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.     Description of Business

Angeles Income  Properties,  Ltd. II (the  "Partnership"  or  "Registrant") is a
publicly held limited partnership organized under the California Uniform Limited
Partnership Act on October 12, 1982. The Partnership's  managing general partner
is Angeles  Realty  Corporation  II, a  California  corporation  (the  "Managing
General  Partner" or "ARC II").  ARC II was  wholly-owned  by MAE GP Corporation
("MAE  GP").  Effective  February  25,  1998,  MAE GP was merged  into  Insignia
Properties  Trust  ("IPT").  Effective  February 26,  1999,  IPT was merged into
Apartment  Investment and Management Company  ("AIMCO"),  a publicly traded real
estate investment trust.  Thus, the Managing General Partner is now wholly-owned
by AIMCO. The Elliott  Accommodation  Trust and the Elliott Family  Partnership,
Ltd., California limited  partnerships,  were the non-managing general partners.
Effective  December 31, 1997 the Elliott Family  Partnership,  Ltd. acquired the
Elliott  Accommodation  Trust's general partner  interest in the Partnership and
effective July 18, 2000, AIMCO Properties, L.P. (an affiliate of AIMCO) acquired
the  Elliott  Family  Partnership,   Ltd.'s  general  partner  interest  in  the
Partnership.  The Managing 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, 2037
unless terminated prior to such date.

The Partnership,  through its public offering of Limited Partnership Units, sold
100,000 units aggregating $50,000,000.  The General Partners contributed capital
in the amount of $1,000 for a 1% interest in the  Partnership.  The  Partnership
was formed for the purpose of acquiring fee and other forms of equity  interests
in various types of real estate  property.  The  Partnership  presently owns and
operates two apartment  properties  at December 31, 2004. On March 2, 2004,  the
Partnership  sold  Georgetown   Apartments  to  a  third  party  (See  "Item  2.
Description of Properties"). Since its initial offering, the Partnership has not
received,  nor  are  limited  partners  required  to  make,  additional  capital
contributions.

The Partnership  has no employees.  Management and  administrative  services are
provided by the Managing  General Partner and by agents retained by the Managing
General  Partner.  An affiliate of the Managing  General  Partner  provided such
property management services for the residential  properties for the years ended
December 31, 2004 and 2003.

Risk Factors

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Partnership's properties.  The number and quality of competitive properties,
including  those which may be managed by an affiliate  of the  Managing  General
Partner in such market area,  could have a material  effect on the rental market
for  apartment  properties  owned by the  Partnership  and the rents that may be
charged  for  such  apartments.  While  the  Managing  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 the  apartments  is
local.

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

Both  the  income  and  expenses  of  operating  the  properties  owned  by  the
Partnership are subject to factors outside of the Partnership's control, such as
changes in the supply and demand for similar  properties  resulting from various
market  conditions,  increases/decreases  in unemployment or population  shifts,
changes in the 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.

From time to time, the Federal Bureau of  Investigation,  or FBI, and the United
States  Department  of  Homeland  Security  issue  alerts  regarding   potential
terrorist threats  involving  apartment  buildings.  Threats of future terrorist
attacks,  such as those  announced  by the FBI and the  Department  of  Homeland
Security,  could  have a  negative  effect on rent and  occupancy  levels at the
Partnership's properties. The effect that future terrorist activities or threats
of such activities could have on the  Partnership's  operations is uncertain and
unpredictable. If the Partnership were to incur a loss at a property as a result
of an act of  terrorism,  the  Partnership  could  lose all or a portion  of the
capital  invested  in the  property,  as well as the  future  revenue  from  the
property.  In this regard, the Partnership has purchased insurance to cover acts
of terrorism.  The Managing General Partner does not anticipate that these costs
will  have  a  negative  effect  on  the  Partnership's  consolidated  financial
condition or results of operations.

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.

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.

Item 2.     Description of Properties

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

                                Date of
Property                        Purchase       Type of Ownership            Use

Deer Creek Apartments           09/28/83   Fee ownership subject to   Apartments
  Plainsboro, NJ                           a first mortgage           288 units

Landmark Apartments             12/16/83   Fee ownership subject to   Apartments
  Raleigh, NC                              a first mortgage           292 units

On March 2, 2004, the Partnership  sold  Georgetown  Apartments to a third party
for a gross sale price of approximately  $10,950,000.  The net proceeds realized
by the Partnership were approximately $10,769,000 after payment of closing costs
and a prepayment  penalty  owed by the  Partnership  and paid by the buyer.  The
Partnership  used  approximately  $6,062,000  of the net  proceeds  to repay the
mortgage   encumbering  the  property.   The  Partnership  realized  a  gain  of
approximately  $9,628,000 as a result of the sale during the year ended December
31,  2004.  In  addition,   the  Partnership   recorded  a  loss  on  the  early
extinguishment of debt of approximately $159,000 as a result of the write-off of
unamortized loan costs and a prepayment penalty.

Schedule of Properties

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

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

<S>                       <C>         <C>            <C>                     <C>
Deer Creek Apartments     $14,377     $10,911        5-30 yrs       S/L      $ 4,548

Landmark Apartments        13,868      11,911        5-30 yrs       S/L        2,474
                          $28,245     $22,822                                $ 7,022
</TABLE>

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


Schedule of Property Indebtedness

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

                           Principal                                       Principal
                           Balance At                                       Balance
                          December 31,   Interest     Period   Maturity      Due At
        Property              2004         Rate     Amortized    Date     Maturity (3)
                         (in thousands)                                  (in thousands)
Deer Creek Apartments
<S>                         <C>          <C>   <C>    <C>       <C>           <C>
  1st mortgage              $12,585      7.43% (1)    20 yrs    07/2021       $ --

Landmark Apartments
  1st mortgage                7,000         (2)        (2)      11/2006       7,000
                            $19,585                                         $ 7,000
</TABLE>

(1)   Fixed rate mortgage.

(2)   On November 1, 2004, the Partnership  obtained a mortgage in the principal
      amount of $7,000,000 on Landmark Apartments. The existing mortgage with an
      outstanding  principal  amount  of  approximately  $5,950,000  matured  on
      November 1, 2004 and was repaid with proceeds from the new mortgage.  Loan
      costs associated with the existing mortgage, including $19,000 paid during
      the year ended December 31, 2004, were fully amortized.  Total capitalized
      loan costs  associated with the new mortgage were  approximately  $208,000
      during  the  year  ended   December   31,  2004.   These  costs   included
      approximately  $70,000  paid  to the  Managing  General  Partner.  The new
      mortgage  requires monthly  payments of interest  beginning on December 1,
      2004 until the loan matures November 1, 2006, with interest being equal to
      the  average of the one month  LIBOR  plus 235 basis  points  (4.7678%  at
      December 31, 2004,  with a minimum rate of 4.3662%).  In conjunction  with
      the new mortgage note, the Partnership paid approximately $13,000 to enter
      into an  interest  rate cap  agreement,  which  limits  the  Partnership's
      exposure  to  interest  rate  increases.  Under  this  interest  rate  cap
      agreement,  the  Partnership's  interest  rate on the amounts  owed to the
      lender will be no higher than 5.5%. Adjustments to the initial amount paid
      are recognized in interest expense. In addition, the new mortgage requires
      monthly escrow deposits for taxes,  insurance and replacement reserves and
      a $500,000 repair reserve that was established with the lender at closing.
      As a  condition  of making the new  mortgage,  the lender  required  AIMCO
      Properties,  L.P.,  an affiliate  of the  Partnership,  to  guarantee  the
      obligations  and  liabilities of the  Partnership  with respect to the new
      mortgage.

(3)   See  "Note B -  Mortgage  Notes  Payable"  to the  consolidated  financial
      statements included in "Item 7. Financial Statements" for information with
      respect  to the  Partnership's  ability  to prepay  these  loans and other
      specific details about the loans.

Rental Rates and Occupancy

Average  annual  rental rates and  occupancy for 2004 and 2003 for each property
were as follows:

                                     Average Annual               Average Annual
                                      Rental Rates                   Occupancy
                                       (per unit)
 Property                         2004            2003           2004       2003
 Deer Creek Apartments           $11,136         $11,119         94%        95%
 Landmark Apartments               7,077           7,066         79%        88%

The Managing  General  Partner  attributes the decrease in occupancy at Landmark
Apartments  to  increased  resident  selection  standards  and  13  units  being
unavailable for lease as a result of a renovation project (as discussed below).

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

Real Estate Taxes and Rates

Real estate taxes and rates in 2004 for each property were as follows:

                                    2004             2004
                                  Billing            Rate
                                 (in thousands)

Deer Creek Apartments              $ 457             3.21%
Landmark Apartments                  143             1.04%

Capital Improvements

Georgetown Apartments

The Partnership  completed  approximately  $9,000 in capital improvements at the
property for the year ended  December 31,  2004,  consisting  primarily of floor
covering  replacement.  These improvements were funded from operating cash flow.
On March 2, 2004, the Partnership sold Georgetown Apartments to a third party.

Deer Creek Apartments

The Partnership completed  approximately $293,000 in capital improvements at the
property  for  the  year  ended  December  31,  2004,  consisting  primarily  of
structural improvements,  water heater upgrades, interior building improvements,
and appliance and floor covering  replacements.  These  improvements were funded
from  operating  cash flow.  The  Partnership  regularly  evaluates  the capital
improvement  needs  of the  property.  While  the  Partnership  has no  material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  expenditures will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property.


<PAGE>


Landmark Apartments

The Partnership completed  approximately $669,000 in capital improvements at the
property for the year ended December 31, 2004,  consisting primarily of a repair
project to address  water  filtration  issues with 15 units.  Based upon current
plans, the Managing  General Partner  anticipates the project to be complete and
units back online in April 2005 at a total cost of approximately $470,000, which
includes  approximately $59,000 of construction period interest,  property taxes
and operating costs capitalized. Other improvements consisted primarily of major
landscaping,  interior  building  improvements,  exterior  painting,  and  floor
covering replacement.  These improvements were funded from replacement reserves,
operating  cash flow,  and an advance from an affiliate of the Managing  General
Partner.  The Partnership  regularly  evaluates the capital improvement needs of
the property.  While the  Partnership  has no material  commitments for property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Capital  improvements  will be made only to the  extent of cash  available  from
operations and Partnership reserves. To the extent that capital improvements are
completed,  the Partnership's  distributable cash flow, if any, may be adversely
affected, at least in the short term.

Item 3.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second appeal.  On March 21, 2005, the Court of Appeals issued  opinions in both
pending appeals. With regard to the settlement and judgment entered thereto, the
Court of Appeals vacated the trial court's order and remanded to the trial court
for further  findings on the basis that the "state of the record is insufficient
to permit meaningful  appellate  review".  With regard to the second appeal, the
Court of Appeals reversed the order requiring the Objector to pay referee fees.

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

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General  Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call." Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Managing  General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
consolidated financial condition or results of operations.

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

The  unitholders  of  the  Partnership  did  not  vote  on  any  matter  through
solicitation of proxies or otherwise during the quarter ended December 31, 2004.


<PAGE>


                                     PART II

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

The Partnership,  a publicly-held limited partnership,  offered and sold 100,000
limited partnership units (the "Units") aggregating $50,000,000. At December 31,
2004, the  Partnership had 1,317 holders of record owning an aggregate of 99,804
Units. During the year ended December 31, 2003, the Partnership  discovered that
20 Units that had  previously  been  reported as  abandoned  were  actually  not
abandoned.   The  Units  were   reinstated  as  of  January  1,  2003  and  back
distributions  of  approximately  $4,000 were paid to the unitholder  during the
year ended December 31, 2003.  Affiliates of the Managing  General Partner owned
68,807  Units or 68.94% at  December  31,  2004.  No public  trading  market has
developed  for the  Units,  and it is not  anticipated  that such a market  will
develop in the future.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                         Year Ended       Per Limited        Year Ended       Per Limited
                        December 31,      Partnership       December 31,      Partnership
                            2004              Unit              2003             Unit
<S>  <C>                 <C>                <C>                 <C>              <C>
Sale (1)                 $ 3,927            $ 38.96             $ --             $ --
Operations                   280               2.77               797             7.91
Refinancing (2)               --                 --             1,032            10.24
                         $ 4,207            $ 41.73            $1,829           $18.15
</TABLE>


(1) From proceeds from the sale of Georgetown Apartments. (2) From proceeds from
the refinancing of the mortgages encumbering
      Georgetown Apartments in May 2003.

Future  cash  distributions  will  depend on the levels of cash  generated  from
operations,  the  availability  of cash  reserves  and the  timing  of the  debt
maturities, refinancings and/or property sales. The Partnership's cash available
for  distribution  is reviewed on a monthly  basis.  There can be no  assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after required capital  expenditures to permit any distributions to its partners
in 2005 or subsequent periods.  See "Item 2. Description of Properties - Capital
Improvements" for information  relating to anticipated  capital  expenditures at
the properties.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its  affiliates  owned 68,807  Units in the  Partnership
representing  68.94% of the outstanding  Units at December 31, 2004. A number of
these  Units  were  acquired  pursuant  to  tender  offers  made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
Units  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of  68.94% of the  outstanding
Units,  AIMCO  and its  affiliates  are in a  position  to  control  all  voting
decisions with respect to the Partnership. Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO as its sole stockholder.

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

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

The  Partnership's  financial  results depend upon a number of factors including
the ability to attract and maintain tenants at the investment property, interest
rates on mortgage  loans,  costs  incurred to operate the  investment  property,
general economic conditions and weather. As part of the ongoing business plan of
the  Partnership,  the  Managing  General  Partner  monitors  the rental  market
environment of its investment properties to assess the feasibility of increasing
rents, maintaining or increasing occupancy levels and protecting the Partnership
from increases in expenses.  As part of this plan, the Managing  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,   the  Managing  General  Partner  may  use  rental
concessions and rental rate reductions to offset  softening  market  conditions;
accordingly,  there is no guarantee  that the Managing  General  Partner will be
able to sustain such a plan.  Further,  a number of factors that are outside the
control of the  Partnership  such as the local economic  climate and weather can
adversely or positively affect the Partnership's financial results.

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  2004  was
approximately  $9,538,000,  as compared to net income of approximately  $140,000
for the year ended  December 31, 2003. On March 2, 2004,  the  Partnership  sold
Georgetown  Apartments to a third party for a gross sale price of  approximately
$10,950,000.  The net proceeds  realized by the Partnership  were  approximately
$10,769,000 after payment of closing costs and a prepayment  penalty owed by the
Partnership and paid by the buyer. The Partnership used approximately $6,062,000
of the net  proceeds  to  repay  the  mortgage  encumbering  the  property.  The
Partnership realized a gain of approximately  $9,628,000 as a result of the sale
during the year ended December 31, 2004,  which is included in gain from sale of
discontinued operations on the consolidated statements of operations included in
"Item 7. Financial Statements".  In addition, the Partnership recorded a loss on
early  extinguishment  of debt of  approximately  $159,000  as a  result  of the
write-off of unamortized loan costs and a prepayment penalty,  which is included
in (loss) income from discontinued  operations on the consolidated statements of
operations included in "Item 7. Financial Statements". The property's results of
operations,  loss of approximately  $92,000 for the year ended December 31, 2004
and income of  approximately  $311,000 for the year ended  December 31, 2003 are
included  in (loss)  income from  discontinued  operations  on the  consolidated
statements  of  operations  included  in "Item 7.  Financial  Statements".  Also
included  in  (loss)  income  from  discontinued   operations  are  revenues  of
approximately  $234,000 and $1,562,000 for the years ended December 31, 2004 and
2003, respectively.

The Partnership's income from continuing  operations for the year ended December
31,  2004  was  approximately  $2,000,  as  compared  to  loss  from  continuing
operations of  approximately  $171,000 for the year ended December 31, 2003. The
increase  in income  from  continuing  operations  is due to a decrease in total
expenses,  partially  offset by a decrease in total  revenues.  The  decrease in
total  revenues  is  due to  decreases  in  rental  and  other  income  and  the
recognition of a casualty gain during 2003. The decrease in rental income is due
to the decrease in occupancy at both of the Partnership's  investment properties
partially  offset by an increase in the average rental rate at both  properties.
Other income decreased  primarily due to decreases in late charges at Deer Creek
Apartments and application fees at Landmark Apartments.

The  casualty  gain  recognized  in 2003 is the result of a winter  storm  which
occurred at Deer Creek  Apartments in February 2003,  causing minor damage to 37
units.  The  property  suffered  approximately  $54,000  in  damages.  Insurance
proceeds of  approximately  $52,000 were received during the year ended December
31, 2003 to cover the damages.  After writing off the cost of the  undepreciated
damaged assets of approximately  $1,000,  the Partnership  recognized a casualty
gain of approximately $51,000 for the year ended December 31, 2003.

The   decrease  in  total   expenses  is  due  to   decreases   in  general  and
administrative,   depreciation  and  interest  expenses,   partially  offset  by
increases  in  both  operating  and  property  tax  expenses.  The  decrease  in
depreciation  expense  is  due  to  buildings  and  property   improvements  and
replacements  placed into  service in prior  years  becoming  fully  depreciated
during 2003.  The  decrease in interest  expense is due to payments of principal
made on the mortgages encumbering the Partnership's investment properties, which
reduced the carrying  balance of the loans, the November 2004 refinancing of the
mortgage  encumbering Landmark Apartments at a lower interest rate (as discussed
in  "Liquidity  and  Capital  Resources")  and the  capitalization  of  interest
associated  with the water  infiltration  project  at  Landmark  Apartments  (as
discussed below), partially offset by an increase in loan cost amortization. The
increase in  operating  expenses is  primarily  due to  increases in utility and
payroll related expenses at Deer Creek Apartments.  The increase in property tax
expense  is due to an  increase  in the tax rate at Deer Creek  Apartments.  The
decrease  in general and  administrative  expenses  is due to  decreases  in New
Jersey partnership tax expense, the Partnership  management fee payable from net
cash flow from operations as defined in the Partnership  Agreement,  the cost of
services  included in the  management  reimbursements  to the  Managing  General
Partner as allowed under the Partnership Agreement and audit fees. Also included
in general and administrative expenses for the years ended December 31, 2004 and
2003 are costs  associated  with the  quarterly and annual  communications  with
investors  and  regulatory  agencies  and  the  annual  audit  required  by  the
Partnership Agreement.

During 2004,  the Managing  General  Partner began a repair  project at Landmark
Apartments  to  address  water  infiltration  issues  with 15 units.  Based upon
current  plans,  the  Managing  General  Partner  anticipates  the project to be
complete  in April 2005 at a total cost of  approximately  $470,000.  During the
construction period, certain expenses are being capitalized and depreciated over
the  remaining  life of the property.  During the year ended  December 31, 2004,
approximately  $33,000 of interest,  approximately  $8,000 of real estate taxes,
and  approximately  $18,000 of other  construction  period  operating costs were
capitalized.

Liquidity and Capital Resources

At  December  31,  2004,  the  Partnership  had  cash and  cash  equivalents  of
approximately $845,000, compared to approximately $793,000 at December 31, 2003.
The increase in cash and cash  equivalents  of  approximately  $52,000 is due to
approximately   $9,371,000  of  cash  provided  by  investing   activities   and
approximately  $363,000 of cash  provided  by  operating  activities,  partially
offset by approximately  $9,682,000 of cash used in financing  activities.  Cash
provided by investing activities consisted of proceeds received from the sale of
Georgetown  Apartments,  partially  offset by net deposits to an escrow  account
maintained by the mortgage lender and property  improvements  and  replacements.
Cash used in financing  activities  consisted of the  repayment of the mortgages
encumbering  Georgetown  Apartments and Landmark  Apartments,  distributions  to
partners,   payments  of  principal  made  on  the  mortgages   encumbering  the
Partnership's  investment  properties,  and loan costs paid, partially offset by
net proceeds  received  related to the  refinancing of the mortgage  encumbering
Landmark  Apartments  and advances  from an  affiliate  of the Managing  General
Partner.  The  Partnership  invests  its  working  capital  reserves in interest
bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the various  properties  to  adequately  maintain  the
physical  assets and other operating needs of the Partnership and to comply with
Federal,  state,  and local  legal and  regulatory  requirements.  The  Managing
General  Partner  monitors  developments  in the  area of legal  and  regulatory
compliance.  For example,  the  Sarbanes-Oxley  Act of 2002 mandates or suggests
additional compliance measures with regard to governance,  disclosure, audit and
other areas.  In light of these changes,  the  Partnership  expects that it will
incur higher expenses related to compliance. The Partnership regularly evaluates
the capital  improvement  needs of the properties.  While the Partnership has no
material commitments for property improvements and replacements, certain routine
capital expenditures are anticipated during 2005. Such capital expenditures will
depend  on the  physical  condition  of the  properties  as well as  replacement
reserves  and  anticipated  cash  flow  generated  by  the  properties.  Capital
expenditures  will be incurred only if cash is available from operations or from
Partnership reserves. To the extent that capital improvements are completed, the
Partnership's  distributable  cash flow,  if any, may be  adversely  affected at
least in the short term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  encumbering Deer Creek Apartments of approximately  $12,585,000 is
amortized  over  20  years  and  matures  on July 1,  2021 at  which  time it is
scheduled to be fully amortized. On November 1, 2004, the Partnership obtained a
mortgage in the  principal  amount of  $7,000,000  on Landmark  Apartments.  The
existing  mortgage  with  an  outstanding   principal  amount  of  approximately
$5,950,000 matured on November 1, 2004 and was repaid with proceeds from the new
mortgage.   Loan  costs  associated  with  the  existing   mortgage,   including
approximately  $19,000 paid during the year ended December 31, 2004,  were fully
amortized.  Total  capitalized  loan costs associated with the new mortgage were
approximately  $208,000  during the year ended  December 31,  2004.  These costs
included  approximately  $70,000 paid to the Managing General  Partner.  The new
mortgage  requires  monthly  payments of interest  beginning on December 1, 2004
until the loan  matures  November  1, 2006,  with  interest  being  equal to the
average of the one month LIBOR plus 235 basis  points  (4.7678% at December  31,
2004 with a minimum rate of 4.3662%). In conjunction with the new mortgage note,
the Partnership  paid  approximately  $13,000 to enter into an interest rate cap
agreement,  which limits the Partnership's  exposure to interest rate increases.
Under this interest rate cap agreement,  the Partnership's  interest rate on the
amounts  owed to the  lender  will be no higher  than 5.5%.  Adjustments  to the
initial amount paid are  recognized in interest  expense.  In addition,  the new
mortgage  requires monthly escrow deposits for taxes,  insurance and replacement
reserves and a $500,000 repair reserve that was  established  with the lender at
closing.  As a condition of making the new mortgage,  the lender  required AIMCO
Properties,  L.P., an affiliate of the Partnership, to guarantee the obligations
and liabilities of the Partnership with respect to the new mortgage.

On May 21, 2003, the Partnership refinanced the mortgages encumbering Georgetown
Apartments.  The refinancing  replaced the existing  mortgages of  approximately
$5,017,000  with a new mortgage in the amount of $6,175,000.  Total  capitalized
loan costs were approximately  $174,000 during the year ended December 31, 2003.
These costs included  approximately $62,000 in fees paid to the Managing General
Partner.  The Partnership  recognized a loss on early  extinguishment of debt of
approximately  $58,000 during the year ended December 31, 2003, due to the write
off of unamortized loan costs and debt discounts and the payment of a prepayment
penalty. The Partnership sold Georgetown Apartments to a third party on March 2,
2004.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                         Year Ended       Per Limited        Year Ended       Per Limited
                        December 31,      Partnership       December 31,      Partnership
                            2004              Unit              2003             Unit
<S>  <C>                   <C>              <C>                 <C>              <C>
Sale (1)                   $3,927           $ 38.96             $ --             $ --
Operations                    280              2.77               797             7.91
Refinancing (2)                --                --             1,032            10.24
                           $4,207           $ 41.73            $1,829           $18.15
</TABLE>

(1) From proceeds from the sale of Georgetown Apartments. (2) From proceeds from
the refinancing of the mortgages encumbering
      Georgetown Apartments in May 2003.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves  and the  timing  of the  debt
maturities, refinancings and/or property sales. The Partnership's cash available
for  distribution  is reviewed on a monthly  basis.  There can be no  assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after required capital expenditures, to permit any distributions to its partners
in 2005 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its  affiliates  owned 68,807  Units in the  Partnership
representing  68.94% of the outstanding  Units at December 31, 2004. A number of
these  Units  were  acquired  pursuant  to  tender  offers  made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
Units  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of  68.94% of the  outstanding
Units,  AIMCO  and its  affiliates  are in a  position  to  control  all  voting
decisions with respect to the Partnership. Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's investment properties.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any adverse changes in these factors could cause impairment of the Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.



<PAGE>


Item 7.     Financial Statements

ANGELES INCOME PROPERTIES, LTD. II

LIST OF FINANCIAL STATEMENTS

      Report of Independent Registered Public Accounting Firm

      Consolidated Balance Sheet - December 31, 2004

      Consolidated  Statements of  Operations - Years ended  December 31, 2004
      and 2003

      Consolidated  Statements  of Changes in Partners'  Deficit - Years ended
      December 31, 2004 and 2003

      Consolidated Statements of Cash Flows - Years ended December 31, 2004
      and 2003

      Notes to Consolidated Financial Statements


<PAGE>


           Report of Independent Registered Public Accounting Firm



The Partners
Angeles Income Properties, Ltd. II


We have audited the  accompanying  consolidated  balance sheet of Angeles Income
Properties,  Ltd.  II as of December  31,  2004,  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,  2004.  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 the standards of the Public  Company
Accounting Oversight Board (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.  We were not engaged to perform an
audit of the Partnership's internal control over financial reporting.  Our audit
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
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 Income
Properties,  Ltd. II at December 31, 2004, and the  consolidated  results of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 2004, in conformity with accounting  principles  generally accepted
in the United States.

                                                          /s/ERNST & YOUNG LLP


Greenville, South Carolina
March 21, 2005


<PAGE>


                      ANGELES INCOME PROPERTIES, LTD. II

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2004
<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 845
   Receivables and deposits                                                      310
   Restricted escrow                                                             508
   Other assets                                                                  625
   Investment properties (Notes B and E):
      Land                                                    $ 1,691
      Buildings and related personal property                   26,554
                                                                28,245
      Less accumulated depreciation                            (22,822)        5,423
                                                                            $ 7,711
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 77
   Tenant security deposit liabilities                                           171
   Other liabilities                                                             254
   Due to affiliates (Note D)                                                    266
   Mortgage notes payable (Note B)                                            19,585

Partners' Deficit
   General partners                                            $ (565)
   Limited partners (99,804 units issued and
      outstanding)                                             (12,077)      (12,642)
                                                                            $ 7,711

          See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                      ANGELES INCOME PROPERTIES, LTD. II

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

<TABLE>
<CAPTION>

                                                                           Years Ended
                                                                           December 31,
                                                                       2004           2003
Revenues:
<S>                                                                  <C>             <C>
  Rental income                                                      $ 4,513         $ 4,744
  Other income                                                           394             410
  Casualty gain (Note F)                                                  --              51
        Total revenues                                                 4,907           5,205

Expenses:
  Operating                                                            1,906           1,825
  General and administrative                                             212             452
  Depreciation                                                           762           1,077
  Interest                                                             1,432           1,470
  Property taxes                                                         593             552
        Total expenses                                                 4,905           5,376

Income (loss) from continuing operations                                   2            (171)
(Loss) income from discontinued operations (Note G)                      (92)            311
Gain from sale of discontinued operations (Note G)                     9,628             --
Net income (Note C)                                                  $ 9,538          $ 140

Net income allocated to general partners (1%)                          $ 95            $ 1
Net income allocated to limited partners (99%)                         9,443             139

                                                                     $ 9,538          $ 140
Per limited partnership unit:
Income (loss) from continuing operations                              $ 0.03         $ (1.69)
(Loss) income from discontinued operations                             (0.92)           3.08
Gain from sale of discontinued operations                              95.51              --
Net income                                                           $ 94.62         $ 1.39

Distributions per limited partnership unit                           $ 41.73         $ 18.15

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


                      ANGELES INCOME PROPERTIES, LTD. II

           CONSOLIDATED STATEMENTS 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           100,000        $ 1      $ 50,000     $ 50,001

Partners' deficit at
  December 31, 2002                       99,784       $ (601)   $(15,683)    $(16,284)

Distributions to partners                     --          (18)     (1,811)      (1,829)

Units recorded as abandoned in
  error (Note H)                              20           --          --          --

Net income for the year ended
  December 31, 2003                           --            1         139          140

Partners' deficit at
  December 31, 2003                       99,804         (618)    (17,355)     (17,973)

Distributions to partners                     --          (42)     (4,165)      (4,207)

Net income for the year ended
  December 31, 2004                           --           95       9,443        9,538

Partners' deficit at
  December 31, 2004                       99,804       $ (565)   $(12,077)    $(12,642)

          See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                      ANGELES INCOME PROPERTIES, LTD. II

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

                                                                       Years Ended
                                                                      December 31,
                                                                    2004         2003
Cash flows from operating activities:
<S>                                                                 <C>          <C>
  Net income                                                        $9,538       $ 140
  Adjustments to reconcile net income to net cash
   provided by operating activities:
      Gain from sale of discontinued operations                     (9,628)          --
      Depreciation                                                     762        1,377
      Amortization of mortgage discounts and loan costs                 96           80
      Loss on early extinguishment of debt                             159           58
      Casualty gain                                                     --          (51)
      Change in accounts:
        Receivables and deposits                                       122         (123)
        Other assets                                                   (35)          (6)
        Accounts payable                                               (40)          16
        Tenant security deposit liabilities                            (74)           9
        Accrued property taxes                                        (173)          30
        Due to affiliates                                             (218)         117
        Other liabilities                                             (146)         122
          Net cash provided by operating activities                    363        1,769

Cash flows from investing activities:
  Proceeds from sale of investment property                         10,769           --
  Property improvements and replacements                              (923)        (376)
  Net (deposits to) withdrawals from restricted escrows               (475)         115
  Insurance proceeds received                                           --           52
          Net cash provided by (used in) investing activities        9,371         (209)

Cash flows from financing activities:
  Payments on mortgage notes payable                                  (498)        (563)
  Proceeds from mortgage notes payable                               7,000        6,175
  Repayment of mortgage notes payable                              (12,012)      (5,017)
  Advances from affiliate                                              262           --
  Loan costs paid                                                     (227)        (174)
  Prepayment penalty paid                                               --          (28)
  Distributions to partners                                         (4,207)      (1,829)
          Net cash used in financing activities                     (9,682)      (1,436)

Net increase in cash and cash equivalents                               52          124
Cash and cash equivalents at beginning of year                         793          669
Cash and cash equivalents at end of year                            $ 845        $ 793
Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 1,408      $ 1,587
Supplemental disclosure of non-cash flow information:
  Property improvements and replacements included in accounts
    payable                                                         $ 48         $ --

          See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                      ANGELES INCOME PROPERTIES, LTD. II

                  Notes to Consolidated Financial Statements

                                December 31, 2004


Note A - Organization and Summary of Significant Accounting Policies

Organization:   Angeles  Income  Properties,   Ltd.  II  (the  "Partnership"  or
"Registrant") is a California limited partnership  organized on October 12, 1982
to acquire and operate  residential and commercial real estate  properties.  The
Partnership's  managing  general  partner  responsible  for  management  of  the
Partnership's  business  is  Angeles  Realty  Corporation  II  ("ARC  II" or the
"Managing General Partner"). ARC II was wholly-owned by MAE GP Corporation ("MAE
GP").  Effective  February 25, 1998, MAE GP was merged into Insignia  Properties
Trust  ("IPT").  Effective  February  26,  1999,  IPT was merged into  Apartment
Investment  and  Management  Company  ("AIMCO"),  a publicly  traded real estate
investment  trust.  Thus, the Managing  General  Partner is now  wholly-owned by
AIMCO. The non-managing general partner is AIMCO Properties,  L.P. (an affiliate
of AIMCO). The Managing 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, 2037
unless  terminated  prior to such date. As of December 31, 2004, the Partnership
operated  two  residential  properties  located one each in New Jersey and North
Carolina.  During  the year  ended  December  31,  2004,  the  Partnership  sold
Georgetown Apartments to a third party (as discussed in "Note G").

Principles  of  Consolidation:  The  consolidated  financial  statements  of the
Partnership  include all accounts of the  Partnership,  Georgetown AIP II, LP in
which the Partnership holds a 99% limited  partnership  interest and AIPL II GP,
LLC in which the Partnership is the sole member. Although legal ownership of the
respective  asset  remains  with these  entities,  the  Partnership  retains all
economic  benefits  from  the  properties.   The  Partnership  consolidates  its
interests  in these two  entities,  whereby  all  accounts  are  included in the
consolidated  financial  statements  of the  Partnership  with all  inter-entity
accounts being eliminated.

Allocations and  Distributions  to Partners:  In accordance with the Partnership
Agreement,  any gain from the sale or other  disposition of  Partnership  assets
will be  allocated  first to the Managing  General  Partner to the extent of the
amount  of any  brokerage  compensation  and  incentive  interest  to which  the
Managing  General Partner is entitled.  Any gain remaining after said allocation
will be allocated to the General  Partners and limited partners in proportion to
their interests in the Partnership.

The  Partnership  will  allocate  other  profits  and  losses 1% to the  General
Partners and 99% to the limited partners.

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,  the  distributable  net proceeds  shall be distributed as follows:
First,  to the  partners  in  proportion  to their  interests  until the limited
partners have  received  proceeds  equal to their  original  capital  investment
applicable to the property.  Second,  to the partners until the limited partners
have  received  distributions  from all  sources  equal  to their 6%  cumulative
distribution;  Third, to the Managing  General Partner until it has received its
brokerage compensation; Fourth, to the partners in proportion to their interests
until the limited partners have received distributions from all sources equal to
their additional 2% cumulative distribution;  and thereafter, 85% to the limited
partners and non-managing  general partners in proportion to their interests and
15% ("Incentive Interest") to the Managing General Partner.

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

Derivative  Financial  Instruments:  The  Partnership  primarily uses long-term,
fixed rate and fully-amortizing  non-recourse debt in order to avoid among other
things,  risk  related to  fluctuating  interest  rates.  For the  Partnership's
variable  rate debt,  the Managing  General  Partner has limited its exposure to
interest  rate  fluctuations  by entering into an interest rate cap agreement to
reduce the Partnership's  exposure to interest rate  fluctuations.  The interest
rate cap  agreement  entered into in  conjunction  with the Landmark  Apartments
refinancing  effectively limits the Partnership's exposure to interest rate risk
by providing a ceiling on the underlying  variable interest rate. The fair value
of this instrument is reflected as an asset in the  consolidated  balance sheet,
and  periodic  changes in fair value are  included  in  interest  expense.  This
instrument is not material to the Partnership's  consolidated financial position
and results of operations.

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in
banks.  At certain times,  the amount of cash deposited at a bank may exceed the
limit on insured  deposits.  Cash  balances  include  approximately  $689,000 at
December 31, 2004 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

Tenant Security  Deposits:  The Partnership  requires security deposits from all
apartment  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  the  apartment  provided  the tenant has not  damaged  the space and is
current on 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.  The  Partnership  capitalizes  all  expenditures in excess of $250 that
clearly relate to the acquisition and installation of real and personal property
components.  These  expenditures  include  costs  incurred  to replace  existing
property components, costs incurred to add a material new feature to a property,
and costs that  increase  the useful  life or  service  potential  of a property
component.  These  capitalized costs are depreciated over the useful life of the
asset.  Expenditures for ordinary  repairs,  maintenance and apartment  turnover
costs are  expensed as  incurred.  In  accordance  with  Statement  of Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets",  the Partnership  records  impairment losses on
long-lived assets used in operations when events and circumstances  indicate 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. No
adjustments for impairment of value were necessary for the years ending December
31, 2004 or 2003.

Deferred Costs: At December 31, 2004, loan costs of approximately  $614,000 less
accumulated  amortization of approximately $117,000 are included in other assets
on the consolidated  balance sheet and are being amortized over the terms of the
related loan  agreements.  Amortization  expense from  continuing  operations of
approximately  $96,000  and  $49,000  is  included  in  interest  expense in the
accompanying  consolidated statements of operations for the years ended December
31,  2004  and  2003,  respectively.  Amortization  expense  is  expected  to be
approximately  $129,000 for 2005,  $128,000 for 2006,  $27,000 for 2007, $26,000
for 2008, and $25,000 for 2009.

Leasing   commissions  and  other  direct  costs  incurred  in  connection  with
successful  leasing  efforts are  deferred and  amortized  over the terms of the
related leases. Amortization of these costs is included in operating expenses.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less. The Partnership will offer rental concessions during  particularly slow
months or in response to heavy  competition from other similar  complexes in the
area.  Rental  income  attributable  to  leases,  net  of  any  concessions,  is
recognized on a straight-line  basis over the term of the lease. The Partnership
evaluates all accounts  receivable  from residents and establishes an allowance,
after the application of security  deposits,  for accounts  greater than 30 days
past due on current tenants and all receivables due from former tenants.

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

Fair Value of  Financial  Instruments:  "SFAS No. 107,  "Disclosures  about Fair
Value of Financial Instruments",  as amended by SFAS No. 119, "Disclosures about
Derivative  Financial  Instruments  and Fair  Value of  Financial  Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the  carrying  amount of its  financial  instruments  (except for long term
debt)  approximates  their fair value due to the short  term  maturity  of these
instruments.  The Partnership  estimates the fair value of its long term debt by
discounting  future  cash flows  using a discount  rate  commensurate  with that
currently  believed to be available to the Partnership  for similar term,  fully
amortizing  long-term  debt.  The fair  value of the debt  encumbering  Landmark
Apartments  approximates  its carrying value due to the  adjustable  rate of the
debt.  The fair  value of the debt  encumbering  Deer  Creek  Apartments  at the
Partnership's incremental borrowing rate is approximately $13,631,000.

Restricted  Escrows:  A replacement  reserve  account is maintained for Landmark
Apartments.  The  property  has a required  monthly  payment into its account to
cover the costs of capital  improvements and  replacements.  The balance of this
account at December 31, 2004 is approximately $508,000, which includes interest.

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.  SFAS No. 131 also established
standards for related disclosures about products and services, geographic areas,
and major  customers.  As defined in SFAS No. 131, the  Partnership has only one
reportable segment.

Advertising:  The  Partnership  expenses  the cost of  advertising  as incurred.
Advertising  costs from  continuing  operations  of  approximately  $81,000  and
$70,000  for the years ended  December  31,  2004 and 2003,  respectively,  were
charged to operating expense.

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

                           Principal     Monthly                            Principal
                          Balance At     Payment     Stated                  Balance
                         December 31,   Including   Interest   Maturity      Due At
Property                     2004       Interest      Rate       Date       Maturity
                              (in thousands)                             (in thousands)
Deer Creek Apartments
<S>                         <C>           <C>      <C>   <C>   <C>            <C>
  1st mortgage              $12,585       $ 110    7.43% (1)   07/2021        $ --

Landmark Apartments
  1st mortgage                7,000          29       (2)      11/2006         7,000
                            $19,585       $ 139                              $ 7,000
</TABLE>

(1)   Fixed rate mortgage.

(2)   Adjustable  rate based on one month LIBOR plus 235 basis  points  (minimum
      rate of  4.3662%,  maximum of 5.5%).  The rate at  December  31,  2004 was
      4.7678%.

On November 1, 2004, the Partnership obtained a mortgage in the principal amount
of $7,000,000 on Landmark Apartments.  The existing mortgage with an outstanding
principal amount of approximately $5,950,000 matured on November 1, 2004 and was
repaid with  proceeds  from the new  mortgage.  Loan costs  associated  with the
existing  mortgage,  including  $19,000 paid during the year ended  December 31,
2004, were fully amortized. Total capitalized loan costs associated with the new
mortgage were  approximately  $208,000  during the year ended December 31, 2004.
These costs included  approximately $70,000 in fees paid to the Managing General
Partner.  The new mortgage  requires monthly  payments of interest  beginning on
December 1, 2004 until the loan matures  November 1, 2006,  with interest  being
equal to the  average of the one month LIBOR plus 235 basis  points  (4.7678% at
December 31, 2004, with a minimum rate of 4.3662%).  In conjunction with the new
mortgage  note,  the  Partnership  paid  approximately  $13,000 to enter into an
interest rate cap agreement, which limits the Partnership's exposure to interest
rate  increases.  Under this  interest  rate cap  agreement,  the  Partnership's
interest  rate on the  amounts  owed to the lender  will be no higher than 5.5%.
Adjustments to the initial amount paid are  recognized in interest  expense.  In
addition, the new mortgage requires monthly escrow deposits for taxes, insurance
and replacement reserves and a $500,000 repair reserve that was established with
the lender at closing.  As a condition  of making the new  mortgage,  the lender
required AIMCO Properties,  L.P., an affiliate of the Partnership,  to guarantee
the  obligations  and  liabilities  of the  Partnership  with respect to the new
mortgage.

Also on  November  1, 2004,  the  Partnership  purchased  an  interest  rate cap
contract  to limit the annual  interest  on the  mortgage  encumbering  Landmark
Apartments to 5.50%.  This agreement  expires  November 1, 2006. The Partnership
has adopted SFAS No. 133,  "Accounting  for Derivative  Instruments  and Hedging
Activities",  which  was  amended  by  SFAS  No.  138  "Accounting  for  Certain
Derivative Instruments and Certain Hedging Activities - an Amendment of SFAS No.
133".  The  Partnership's  interest  rate cap does not qualify for special hedge
accounting  treatment as defined by SFAS 133, and  therefore  all changes in the
fair  value of the  interest  rate cap will be  recognized  in the  consolidated
statements of operations as an adjustment to interest expense. The fair value of
the interest rate cap was approximately $6,000 at December 31, 2004.

On May 21, 2003, the Partnership refinanced the mortgages encumbering Georgetown
Apartments.  The refinancing  replaced the existing  mortgages of  approximately
$5,017,000  with a new mortgage in the amount of $6,175,000.  Total  capitalized
loan costs were approximately  $174,000 during the year ended December 31, 2003.
These costs included  approximately $62,000 in fees paid to the Managing General
Partner.  The Partnership  recognized a loss on early  extinguishment of debt of
approximately  $58,000 during the year ended December 31, 2003, due to the write
off of unamortized loan costs and debt discounts and the payment of a prepayment
penalty, which is included in (loss) income from discontinued operations.

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

Scheduled  principal  payments of mortgage notes payable  subsequent to December
31, 2004, are as follows (in thousands):

                                   2005        $   401
                                   2006          7,431
                                   2007            465
                                   2008            500
                                   2009            539
                                Thereafter      10,249
                                               $19,585


<PAGE>


Note C - Income Taxes

The Partnership has received a ruling from the Internal  Revenue Service that it
will  be  classified  as  a  partnership   for  Federal   income  tax  purposes.
Accordingly, no provision for income taxes is made in the consolidated 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, except per unit data):

                                          2004          2003

Net income as reported                   $ 9,538       $ 140
(Deduct) add:
  Gain on sale of property                  (278)          --
  Depreciation differences                     4          603
  Unearned income                            (63)         (30)
  Accrued audit                              (22)          (4)
  Casualty gain                              (51)         (51)
  Other                                     (160)         382
Federal taxable income                   $ 8,968      $ 1,040
Federal taxable income per limited
  partnership unit                       $ 86.14      $ 10.32

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

Net liabilities as reported                   $(12,642)
Land and buildings                               2,201
Accumulated depreciation                          (602)
Syndication and distribution costs               6,148
Unearned income                                     75
Other                                               50
Net liabilities - Federal tax basis           $ (4,770)

Note D - Transactions with Affiliated Parties

The Partnership has no employees and depends on the Managing General Partner and
its  affiliates  for  the  management  and  administration  of  all  Partnership
activities.   The  Partnership   Agreement  provides  for  certain  payments  to
affiliates  for  services  and  reimbursement  of certain  expenses  incurred by
affiliates on behalf of the Partnership.

Affiliates of the Managing General Partner receive 5% of gross receipts from all
of the Partnership's  properties for providing property management services. The
Partnership paid to such affiliates  approximately $260,000 and $331,000 for the
years ended  December  31, 2004 and 2003,  respectively,  which are  included in
operating expenses and (loss) income from discontinued operations.

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses amounting to approximately $204,000 and
$202,000 for the years ended December 31, 2004 and 2003, respectively, which are
included in general and administrative  expenses and investment properties.  The
portion of these reimbursements  included in investment properties for the years
ended  December  31, 2004 and 2003 are fees related to  construction  management
services   provided  by  an  affiliate  of  the  Managing   General  Partner  of
approximately  $64,000 and $11,000,  respectively.  The construction  management
service  fees are  calculated  based on a  percentage  of current  additions  to
investment properties.

The  Partnership  Agreement  provides  for a fee  equal to 10% of "Net cash from
operations," as defined in the Partnership  Agreement to be paid to the Managing
General Partner for executive and administrative management services. During the
year ended  December  31,  2003,  the Managing  General  Partner  earned fees of
approximately $77,000 which is included in general and administrative  expenses.
There were no such fees  earned by the  Managing  General  Partner  for the year
ended December 31, 2004.

Pursuant to the Partnership Agreement,  the Managing General Partner is entitled
to receive a distribution equal to 3% of the aggregate disposition price of sold
properties.  The Partnership paid a distribution of approximately $86,000 to the
Managing General Partner related to the sale of Atlanta Crossing Shopping Center
in March 2000.  This amount 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 Managing General Partner will be required to return
this amount to the  Partnership.  It is not presently  expected that the limited
partners   will  receive  these   returns  when  the   Partnership   terminates.
Accordingly,  no such  distribution  was paid to the  Managing  General  Partner
related to the March 2004 sale of Georgetown Apartments.

The Partnership paid an affiliate of the Managing General Partner  approximately
$70,000 and $62,000 for loan costs related to the  refinancings of the mortgages
encumbering Landmark Apartments and Georgetown Apartments during the years ended
December 31, 2004 and 2003,  respectively.  These costs were capitalized and the
unamortized  balance is  included  in other  assets  and loss from  discontinued
operations for the year ended December 31, 2004, respectively.

In accordance with the Partnership Agreement, during the year ended December 31,
2004,  an affiliate of the Managing  General  Partner  advanced the  Partnership
approximately  $262,000 to fund capital  improvements  and costs  related to the
refinancing of the mortgage encumbering Landmark Apartments. These advances bear
interest  at the  prime  rate plus 2% (7.25% at  December  31,  2004).  Interest
expense  was  approximately  $4,000 for the year ended  December  31,  2004.  At
December  31, 2004,  the total  outstanding  advances  and accrued  interest was
approximately $266,000 and is included in due to affiliates.  There were no such
advances made by affiliates of the Managing  General  Partner to the Partnership
during the year ended December 31, 2003.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General  Partner.  During each of the years ended December 31, 2004 and
2003,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$62,000  for  insurance   coverage  and  fees   associated  with  policy  claims
administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its  affiliates  owned 68,807  Units in the  Partnership
representing  68.94% of the outstanding  Units at December 31, 2004. A number of
these  Units  were  acquired  pursuant  to  tender  offers  made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
Units  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of  68.94% of the  outstanding
Units,  AIMCO  and its  affiliates  are in a  position  to  control  all  voting
decisions with respect to the Partnership. Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO as its sole stockholder.

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

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

<S>                            <C>             <C>         <C>             <C>
Deer Creek Apartments          $12,585         $ 953       $ 8,863         $ 4,561
Landmark Apartments              7,000            738        9,885           3,245
Totals                         $19,585        $ 1,691      $18,748         $ 7,806
</TABLE>


                          Gross Amount At Which Carried
                              At December 31, 2004
                                 (in thousands)
<TABLE>
<CAPTION>

                                    Buildings
                                   And Related
                                   Personal               Accumulated     Date    Depreciable
      Description         Land     Property     Total     Depreciation  Acquired     Life
                                                         (in thousands)
<S>                      <C>       <C>         <C>          <C>         <C>   <C>  <C>
Deer Creek Apartments    $ 953     $13,424     $14,377      $10,911     09/28/83   5-30 yrs
Landmark Apartments         738     13,130      13,868       11,911     12/16/83   5-30 yrs
Totals                   $1,691    $26,554     $28,245      $22,822
</TABLE>

Reconciliation of "investment properties and accumulated depreciation":

                                                Years Ended December 31,
                                                  2004            2003
                                                     (in thousands)
Investment Properties
Balance at beginning of year                    $27,283          $35,370
   Property improvements                            962              376
   Assets held for sale                              --           (8,433)
   Disposal of property                              --              (30)
Balance at end of year                          $28,245          $27,283

Accumulated Depreciation
Balance at beginning of year                    $22,060          $28,025
   Additions charged to expense                     762            1,377
   Assets held for sale                              --           (7,313)
   Disposal of property                              --              (29)
Balance at end of year                          $22,822          $22,060

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2004  and  2003 is  approximately  $30,446,000  and  $29,639,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2004 and 2003, is  approximately  $23,424,000  and  $22,696,000,
respectively.

Georgetown  Apartments  which  sold on  March 2,  2004 is  excluded  from  these
schedules and was classified as assets held for sale at December 31, 2003.

Note F - Casualty Event

In February 2003, Deer Creek Apartments  experienced minor damage to 37 units as
a result of a winter  storm.  The  property  suffered  approximately  $54,000 in
damages.  Insurance  proceeds of approximately  $52,000 were received during the
year ended December 31, 2003 to cover the damages. After writing off the cost of
the  undepreciated  damaged  assets of  approximately  $1,000,  the  Partnership
recognized a casualty gain of approximately  $51,000 for the year ended December
31, 2003.

<PAGE>

Note G - Disposition of Investment Property

On March 2, 2004, the Partnership  sold  Georgetown  Apartments to a third party
for a gross sale price of approximately  $10,950,000.  The net proceeds realized
by the Partnership were approximately $10,769,000 after payment of closing costs
and a prepayment  penalty  owed by the  Partnership  and paid by the buyer.  The
Partnership  used  approximately  $6,062,000  of the net  proceeds  to repay the
mortgage   encumbering  the  property.   The  Partnership  realized  a  gain  of
approximately  $9,628,000 as a result of the sale during the year ended December
31, 2004,  which is included in gain from sale of  discontinued  operations.  In
addition, the Partnership recorded a loss on the early extinguishment of debt of
approximately  $159,000 as a result of the write-off of  unamortized  loan costs
and a prepayment  penalty,  which is included in (loss) income from discontinued
operations.  The property's  operations,  loss of approximately  $92,000 for the
year ended December 31, 2004 and income of  approximately  $311,000 for the year
ended  December  31,  2003 are  included  in  (loss)  income  from  discontinued
operations.  Also included in (loss)  income from  discontinued  operations  are
revenues of  approximately  $234,000 and $1,562,000 for the years ended December
31, 2004 and 2003, respectively.

Note H - Units Abandoned in Error

During the year ended  December 31, 2003,  the  Partnership  discovered  that 20
Units  that  had  been  previously  reported  as  abandoned  were  actually  not
abandoned.   The  Units  were   reinstated  as  of  January  1,  2003  and  back
distributions  of  approximately  $4,000 were paid to the unitholder  during the
year ended December 31, 2003.

Note I - Contingencies

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second appeal.  On March 21, 2005, the Court of Appeals issued  opinions in both
pending appeals. With regard to the settlement and judgment entered thereto, the
Court of Appeals vacated the trial court's order and remanded to the trial court
for further  findings on the basis that the "state of the record is insufficient
to permit meaningful  appellate  review".  With regard to the second appeal, the
Court of Appeals reversed the order requiring the Objector to pay referee fees.

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

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General  Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call." Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Managing  General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
consolidated financial condition or results of operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions brought by government  agencies,  the presence of hazardous
substances  on a  property  could  result in claims by  private  plaintiffs  for
personal injury,  disease,  disability or other  infirmities.  Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In  connection  with  the  ownership  and  operation  of  its  properties,   the
Partnership could  potentially be liable for environmental  liabilities or costs
associated with its properties.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold exposure. Affiliates of the Managing General Partner have
implemented a national  policy and  procedures to prevent or eliminate mold from
its properties  and the Managing  General  Partner  believes that these measures
will  eliminate,  or at least  minimize,  the  effects  that mold  could have on
residents.  To date,  the  Partnership  has not incurred  any material  costs or
liabilities  relating to claims of mold  exposure  or to abate mold  conditions.
Because the law  regarding  mold is unsettled and subject to change the Managing
General  Partner  can make no  assurance  that  liabilities  resulting  from the
presence of or exposure to mold will not have a material  adverse  effect on the
Partnership's consolidated financial condition or results of operations.

SEC Investigation

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of operations. Similarly, the Managing General Partner does
not believe that the ultimate outcome will have a material adverse effect on the
Partnership's consolidated financial condition or results of operations.


<PAGE>



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

            None.

Item 8A.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Managing  General  Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer  and  principal  financial  officer of the  Managing  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 8B.    Other Information

            None.


<PAGE>

                                    PART III

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

The names of the directors and officers of Angeles  Realty  Corporation II ("ARC
II" or "Managing  General  Partner"),  the Managing  General  Partner of Angeles
Income  Properties,  Ltd. II (the  "Partnership" or "Registrant") as of December
31, 2004,  their ages and the nature of all positions with ARC II presently held
by them are as follows:

Martha L. Long                   45   Director and Senior Vice President
Harry G. Alcock                  42   Director and Executive Vice President
Miles Cortez                     61   Executive Vice President, General Counsel
                                      and Secretary
Patti K. Fielding                41   Executive Vice President
Paul J. McAuliffe                48   Executive Vice President and Chief
                                      Financial Officer
Thomas M. Herzog                 42   Senior Vice President and Chief Accounting
                                       Officer
Stephen B. Waters                43   Vice President

Martha L. Long has been a Director  and Senior Vice  President of the Managing
General  Partner  since  February  2004.  Ms.  Long has been with AIMCO  since
October  1998 and has served in  various  capacities.  From 1998 to 2001,  Ms.
Long served as Senior Vice  President and Controller of AIMCO and the Managing
General  Partner.  During  2002 and 2003,  Ms.  Long  served  as  Senior  Vice
President of Continuous Improvement for AIMCO.

Harry G. Alcock was appointed as a Director of the Managing  General  Partner in
October 2004 and was appointed  Executive Vice President of the Managing General
Partner  in  February  2004 and has been  Executive  Vice  President  and  Chief
Investment Officer of AIMCO since October 1999. Prior to October 1999 Mr. Alcock
served as a Vice President of AIMCO from July 1996 to October 1997,  when he was
promoted to Senior Vice  President  Acquisitions  where he served until  October
1999. Mr. Alcock has had responsibility for acquisition and financing activities
of AIMCO since July 1994.

Miles  Cortez was  appointed  Executive  Vice  President,  General  Counsel  and
Secretary  of the  Managing  General  Partner in  February  2004 and of AIMCO in
August 2001. Prior to joining AIMCO, Mr. Cortez was the senior partner of Cortez
Macaulay Bernhardt & Schuetze LLC, a Denver law firm, from December 1997 through
September 2001.

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the Managing  General Partner in February 2004 and of AIMCO in February 2003.
Ms.  Fielding was appointed  Treasurer of AIMCO in January 2005. Ms. Fielding is
responsible  for  debt  financing  and the  treasury  department.  Ms.  Fielding
previously  served as Senior Vice  President - Securities and Debt of AIMCO from
January 2000 to February 2003. Ms.  Fielding  joined AIMCO in February 1997 as a
Vice President.

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


<PAGE>


Thomas M.  Herzog was  appointed  Senior  Vice  President  and Chief  Accounting
Officer of the Managing General Partner in February 2004 and of AIMCO in January
2004.  Prior to joining AIMCO in January 2004, Mr. Herzog was at GE Real Estate,
serving  as Chief  Accounting  Officer & Global  Controller  from  April 2002 to
January 2004 and as Chief Technical Advisor from March 2000 to April 2002. Prior
to joining GE Real  Estate,  Mr.  Herzog was at  Deloitte & Touche LLP from 1990
until 2000.

Stephen B. Waters was appointed Vice President of the Managing  General  Partner
in April  2004.  Mr.  Waters  previously  served as a  Director  of Real  Estate
Accounting   since   joining   AIMCO  in   September   1999.   Mr.   Waters  has
responsibilities for real estate and partnership accounting with AIMCO.

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

The board of directors of the Managing  General Partner does not have a separate
audit committee. As such, the board of directors of the Managing General Partner
fulfills  the  functions  of an audit  committee.  The  board of  directors  has
determined  that  Martha L. Long meets the  requirement  of an "audit  committee
financial expert".

The directors and officers of the Managing  General  Partner with authority over
the Partnership are all employees of subsidiaries of AIMCO.  AIMCO has adopted a
code of ethics that applies to such  directors  and  officers  that is posted on
AIMCO's  website  (www.AIMCO.com).   AIMCO's  website  is  not  incorporated  by
reference to this filing.

Item 10.    Executive Compensation

No  remuneration  was paid by the  Partnership to any director or officer of the
Managing General Partner during the year ended December 31, 2004.

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  Partnership Units (the "Units")
of the Registrant as of December 31, 2004.

         Entity                               Number of Units   Percentage

         Cooper River Properties, LLC
          (an affiliate of AIMCO)                   5,864          5.88%
         AIMCO IPLP, L.P.
          (an affiliate of AIMCO)                   3,990          4.00%
         Broad River Properties, LLC
          (an affiliate of AIMCO)                   8,908          8.92%
         AIMCO Properties, L.P.
          (an affiliate of AIMCO)                  50,045         50.14%



<PAGE>


Cooper River  Properties,  LLC, AIMCO IPLP, L.P., and Broad River  Properties,
LLC are indirectly  ultimately  owned by AIMCO.  Their business  address is 55
Beattie Place, Greenville, South Carolina 29602.

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

The Partnership knows of no contractual arrangements, the operation of the terms
of,  which  may at a  subsequent  date  result  in a change  in  control  of the
Partnership,  except for: Article 12.1 of the Agreement, which provide that upon
a vote of the limited  partners  holding  more than 50% of the then  outstanding
Units the general  partners may be expelled  from the  Partnership  upon 90 days
written notice.  In the event that successor  general partners have been elected
by limited partners  holding more than 50% of the then outstanding  Units and if
said limited  partners  elect to continue the business of the  Partnership,  the
Partnership  is  required  to pay in cash to the  expelled  general  partners an
amount equal to the accrued and unpaid management fee described in Article 10 of
the Agreement and to purchase the general partners'  interest in the Partnership
on the effective  date of the  expulsion,  which shall be an amount equal to the
difference  between the balance of the general partners' capital account and the
fair  market  value of the  share of  distributable  net  proceeds  to which the
general partners would be entitled.  Such determination of the fair market value
of the share of distributable  net proceeds is defined in Article 12.2(b) of the
Agreement.

Item 12.    Certain Relationships and Related Transactions

The Partnership has no employees and depends on the Managing General Partner and
its  affiliates  for  the  management  and  administration  of  all  Partnership
activities.   The  Partnership   Agreement  provides  for  certain  payments  to
affiliates  for  services  and  reimbursement  of certain  expenses  incurred by
affiliates on behalf of the Partnership.

Affiliates of the Managing General Partner receive 5% of gross receipts from all
of the Partnership's  properties for providing property management services. The
Partnership paid to such affiliates  approximately $260,000 and $331,000 for the
years ended  December  31, 2004 and 2003,  respectively,  which are  included in
operating  expenses  and  (loss)  income  from  discontinued  operations  on the
consolidated   statements   of  operations   included  in  "Item  7.   Financial
Statements".

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses amounting to approximately $204,000 and
$202,000 for the years ended December 31, 2004 and 2003, respectively, which are
included in general and administrative expenses and investment properties on the
consolidated  financial  statements included in "Item 7. Financial  Statements".
The portion of these  reimbursements  included in investment  properties for the
years  ended  December  31,  2004  and 2003 are  fees  related  to  construction
management  services provided by an affiliate of the Managing General Partner of
approximately  $64,000 and $11,000,  respectively.  The construction  management
service  fees are  calculated  based on a  percentage  of current  additions  to
investment properties.

The  Partnership  Agreement  provides  for a fee  equal to 10% of "Net cash from
operations," as defined in the Partnership  Agreement to be paid to the Managing
General Partner for executive and administrative management services. During the
year ended  December  31,  2003,  the Managing  General  Partner  earned fees of
approximately  $77,000 which is included in general and administrative  expenses
on the  consolidated  statements  of operations  included in "Item 7.  Financial
Statements".  There were no such fees earned by the Managing General Partner for
the year ended December 31, 2004.



<PAGE>


Pursuant to the Partnership Agreement,  the Managing General Partner is entitled
to receive a distribution equal to 3% of the aggregate disposition price of sold
properties.  The Partnership paid a distribution of approximately $86,000 to the
Managing General Partner related to the sale of Atlanta Crossing Shopping Center
in March 2000.  This amount 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 Managing General Partner will be required to return
this amount to the  Partnership.  It is not presently  expected that the limited
partners   will  receive  these   returns  when  the   Partnership   terminates.
Accordingly,  no such  distribution  was paid to the  Managing  General  Partner
related to the March 2004 sale of Georgetown Apartments.

The Partnership paid an affiliate of the Managing General Partner  approximately
$70,000 and $62,000 for loan costs related to the  refinancings of the mortgages
encumbering Landmark Apartments and Georgetown Apartments during the years ended
December 31, 2004 and 2003,  respectively.  These costs were capitalized and the
unamortized  balance is  included  in other  assets  and loss from  discontinued
operations  for  the  year  ended  December  31,  2004,   respectively   on  the
consolidated financial statements included in "Item 7. Financial Statements".

In accordance with the Partnership Agreement, during the year ended December 31,
2004,  an affiliate of the Managing  General  Partner  advanced the  Partnership
approximately  $262,000 to fund capital  improvements  and costs  related to the
refinancing of the mortgage encumbering Landmark Apartments. These advances bear
interest  at the  prime  rate plus 2% (7.25% at  December  31,  2004).  Interest
expense  was  approximately  $4,000 for the year ended  December  31,  2004.  At
December  31, 2004,  the total  outstanding  advances  and accrued  interest was
approximately  $266,000 and is included in due to affiliates on the consolidated
balance sheet  included in "Item 7.  Financial  Statements".  There were no such
advances made by affiliates of the Managing  General  Partner to the Partnership
during the year ended December 31, 2003.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General  Partner.  During each of the years ended December 31, 2004 and
2003,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$62,000  for  insurance   coverage  and  fees   associated  with  policy  claims
administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its  affiliates  owned 68,807  Units in the  Partnership
representing  68.94% of the outstanding  Units at December 31, 2004. A number of
these  Units  were  acquired  pursuant  to  tender  offers  made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
Units  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of  68.94% of the  outstanding
Units,  AIMCO  and its  affiliates  are in a  position  to  control  all  voting
decisions with respect to the Partnership. Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO as its sole stockholder.

Item 13.    Exhibits

            See Exhibit Index.

Item 14.    Principal Accountant Fees and Services

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements  of the  Partnership  for 2005.  The
aggregate  fees  billed for  services  rendered  by Ernst & Young LLP during the
years ended December 31, 2004 and 2003 are described below.

Audit  Fees.  The  Partnership  was  billed by Ernst & Young  LLP audit  fees of
approximately  $37,000  and $45,000  for 2004 and 2003,  respectively.  Fees for
audit services also include fees for the reviews of the Partnership's  quarterly
reports on Form 10-QSB.

Tax Fees. The  Partnership was billed by Ernst & Young LLP fees for tax services
for 2004 and 2003 of approximately $11,000 and $14,000, respectively.


<PAGE>



                                   SIGNATURES



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


                                    ANGELES INCOME PROPERTIES, LTD. II


                                    By:   Angeles Realty Corporation II
                                          Managing General Partner


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

                                    By:   /s/Stephen B. Waters
                                          Stephen B. Waters
                                          Vice President

                                    Date: March 25, 2005


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

/s/Harry G. Alcock            Director and Executive        Date: March 25, 2005
Harry G. Alcock               Vice President


/s/Martha L. Long             Director and Senior Vice      Date: March 25, 2005
Martha L. Long                President


/s/Stephen B. Waters          Vice President                Date: March 25, 2005
Stephen B. Waters


<PAGE>



                      ANGELES INCOME PROPERTIES, LTD. II

                                  EXHIBIT INDEX



Exhibit Number    Description of Exhibit

       3.1        Amendment  Agreement of Limited Partnership of the Partnership
                  dated  October 12, 1982 filed in Form 10K dated  November  30,
                  1983, incorporated herein by reference

       3.2        Amended  Agreement of Limited  Partnership of the  Partnership
                  dated  March  31,  1983  filed  in  the  Prospectus,   of  the
                  Partnership,  as Exhibit A, dated March 31, 1983  incorporated
                  herein by reference

      10.19       Multifamily  Note dated June 27, 2001, by and between  Angeles
                  Income Properties,  Ltd. II, a California Limited Partnership,
                  and  GMAC  Commercial  Mortgage  Corporation  for  Deer  Creek
                  Apartments,  is  incorporated  by reference  to the  Quarterly
                  Report on Form 10-QSB for the quarter ended June 30, 2001.

      10.21       Purchase and Sale Contract between Georgetown AIP II, L.P. and
                  Freestone  Realty  Advisors,  LLC,  dated  November  25, 2003,
                  incorporated  by reference  to the Current  Report on Form 8-K
                  dated March 2, 2004.

      10.22       First   Amendment  to  Purchase  and  Sale  Contract   between
                  Georgetown AIP II, L.P. and Freestone  Realty  Advisors,  LLC,
                  dated  January  9,  2004,  incorporated  by  reference  to the
                  Current Report on Form 8-K dated March 2, 2004.

      10.23       Second   Amendment  to  Purchase  and  Sale  Contract  between
                  Georgetown AIP II, L.P. and Freestone  Realty  Advisors,  LLC,
                  dated  January 12,  2004,  incorporated  by  reference  to the
                  Current Report on Form 8-K dated March 2, 2004.

      10.24       Third   Amendment  to  Purchase  and  Sale  Contract   between
                  Georgetown AIP II, L.P. and Freestone  Realty  Advisors,  LLC,
                  dated  January 13,  2004,  incorporated  by  reference  to the
                  Current Report on Form 8-K dated March 2, 2004.

      10.25       Reinstatement  and  Fourth  Amendment  to  Purchase  and  Sale
                  Contract between  Georgetown AIP II, L.P. and Freestone Realty
                  Advisors,   LLC,  dated  January  24,  2004,  incorporated  by
                  reference  to the  Current  Report on Form 8-K dated  March 2,
                  2004.

      10.26       Assignment and Assumption of Contract between Freestone Realty
                  Advisors,   LLC,  as   Assignor   and   Georgetown   Apartment
                  Homes-FRIP,  L.L.C.,  as  Assignee,  dated  February 11, 2004,
                  incorporated  by reference  to the Current  Report on Form 8-K
                  dated March 2, 2004.

      10.28       Loan Agreement  dated November 1, 2004 between  Angeles Income
                  Properties, Ltd. II, a California limited partnership and GMAC
                  Commercial  Mortgage  Bank,  incorporated  by reference to the
                  Current Report on Form 8-K dated November 1, 2004.

      10.29       Promissory  Notes  dated  November 1, 2004  between  Angeles
                  Income   Properties,   Ltd.   II,   a   California   limited
                  partnership and GMAC Commercial  Mortgage  Bank,  incorporated
                  by reference to the Current Report on Form 8-K dated November
                  1, 2004.

      10.30       Guaranty dated November 1, 2004 by AIMCO Properties, L.P., for
                  the benefit of GMAC Commercial Mortgage Bank,  incorporated by
                  reference to the Current  Report on Form 8-K dated November 1,
                  2004.

      31.1        Certification  of  equivalent  of  Chief  Executive  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      31.2        Certification  of  equivalent  of  Chief  Financial  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

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



<PAGE>


Exhibit 31.1
                                  CERTIFICATION
I, Martha L. Long, certify that:

1.    I have  reviewed  this  annual  report on Form  10-KSB of  Angeles  Income
      Properties Ltd. II;

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

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

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.


Date:  March 25, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior  Vice  President  of  Angeles  Realty
                                    Corporation  II,  equivalent  of  the  chief
                                    executive officer of the Partnership


<PAGE>


Exhibit 31.2
                                  CERTIFICATION
I, Stephen B. Waters certify that:

1.    I have  reviewed  this  annual  report on Form  10-KSB of  Angeles  Income
      Properties Ltd. II;

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

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

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date:  March 25, 2005
                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President of Angeles
                                    Realty Corporation II,
                                    equivalent of the chief
                                    financial officer of the
                                    Partnership


<PAGE>


Exhibit 32.1


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



In  connection  with  the  Annual  Report  on  Form  10-KSB  of  Angeles  Income
Properties, Ltd. II (the "Partnership"), for the year ended December 31, 2004 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Martha L. Long, as the equivalent of the chief executive  officer of
the Partnership, and Stephen B. Waters, as the equivalent of the chief financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 25, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  March 25, 2005


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