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, 2002

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

                  For the transition period _________to _________

                         Commission file number 0-11767

                       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.   $7,205,000

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

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

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

                                     PART I

Item 1.     Description of Business

Angeles 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 Registrant 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
Registrant.  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 three apartment properties.  (See "Item 2. Description of Properties").
The  Partnership's  commercial  property was sold during the year ended December
31, 2000. Since its initial offering,  the Registrant 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, 2002 and 2001.


<PAGE>


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.

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

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

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

A further description of the Partnership's business is included in "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

Georgetown Apartments           11/21/83   Fee ownership subject to   Apartments
  South Bend, IN                           a first and second         200 units
                                           mortgage (1)

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

(1) Property is held by a limited  partnership in which the  Registrant  holds a
99% interest.

Schedule of Properties

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

<TABLE>
<CAPTION>

                           Gross
                         Carrying   Accumulated                             Federal
Property                   Value   Depreciation    Rate       Method       Tax Basis
                             (in thousands)                             (in thousands)
<S>                       <C>         <C>        <C>                        <C>
Deer Creek Apartments     $13,886     $ 9,720    5-20 yrs  Accelerated      $ 4,927

Georgetown Apartments       8,401       7,013    5-20 yrs      S/L            1,526

Landmark Apartments        13,083      11,292    5-20 yrs      S/L            2,299
                          $35,370     $28,025                               $ 8,752
</TABLE>

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


<PAGE>



Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the loans
encumbering the Registrant's properties.

<TABLE>
<CAPTION>

                       Principal                                          Principal
                       Balance At                                          Balance
                      December 31,   Interest     Period     Maturity      Due At
     Property             2002         Rate      Amortized     Date     Maturity (2)
                     (in thousands)                                    (in thousands)
Deer Creek
<S>                     <C>            <C>        <C>         <C>           <C>
  1st mortgage          $13,302        7.43%      20 yrs      07/2021       $ --

Georgetown
  1st mortgage            4,889        7.83%     28.67 yrs    10/2003        4,806
  2nd mortgage              173        7.83%        (1)       10/2003          173

Landmark
  1st mortgage            6,136        7.33%      30 yrs      11/2003        6,054
                         24,500                                            $11,033

Less unamortized
  discount                  (32)
                        $24,468
</TABLE>

(1)   Interest only payments.

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

On June 27, 2001, the Partnership refinanced the mortgage encumbering Deer Creek
Apartments.  The refinancing replaced  indebtedness of approximately  $5,985,000
with a new mortgage of $13,750,000.  The new mortgage  carries a stated interest
rate of  7.43% as  compared  to the  7.33%  interest  rate on the old  mortgage.
Payments on the  mortgage  loan are due monthly  until the loan  matures in July
2021.  Total  capitalized  loan costs were  approximately  $406,000 for the year
ended  December  31,  2001.  These costs  included  $138,000 in fees paid to the
Managing   General  Partner  during  the  year  ended  December  31,  2001.  The
Partnership  recognized a loss on early  extinguishment of debt of approximately
$57,000 due to the write-off of unamortized loan costs.

Rental Rates and Occupancy

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

<TABLE>
<CAPTION>

                                     Average Annual               Average Annual
                                      Rental Rates                   Occupancy
                                       (per unit)
 Property                         2002            2001           2002         2001

<S>                              <C>             <C>             <C>          <C>
 Deer Creek Apartments           $11,417         $11,305         96%          95%
 Georgetown Apartments             8,136           8,199         96%          96%
 Landmark Apartments               7,968           8,595         89%          91%
</TABLE>

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  All of the  properties of the  Partnership  are subject to
competition from other residential apartment complexes in the area. The Managing
General Partner believes that all of the 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.  All of 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 2002 for each property were:

                                    2002             2002
                                   Taxes             Rates
                               (in thousands)

Deer Creek Apartments              $ 394             2.76%
Georgetown Apartments                 139            3.36%
Landmark Apartments                  136              .99%

Capital Improvements

Deer Creek

During the year ended December 31, 2002,  the  Partnership  spent  approximately
$250,000 on capital  improvements  consisting primarily of air conditioning unit
and  floor  covering  replacements,   clubhouse   renovations,   and  structural
improvements.  These  improvements  were funded from  operating  cash flow.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming  year and  currently  expects to budget  approximately
$86,000.  Additional  improvements may be considered during 2003 and will depend
on the physical  condition of the property as well as  replacement  reserves and
anticipated cash flow generated by the property.

Georgetown

During the year ended December 31, 2002,  the  Partnership  spent  approximately
$44,000  on  capital  improvements  consisting  primarily  of office  computers,
appliance  and  floor  covering  replacements,   and  major  landscaping.  These
improvements  were funded from operating cash flow. The Partnership is currently
evaluating the capital  improvement  needs of the property for the upcoming year
and currently expects to budget approximately $60,000.  Additional  improvements
may be considered  during 2003 and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Landmark

During the year ended December 31, 2002,  the  Partnership  spent  approximately
$207,000 on capital  improvements  consisting  primarily  of  swimming  pool and
plumbing fixture upgrades and floor covering  replacements.  These  improvements
were funded from  Partnership  reserves and operating cash flow. The Partnership
is currently  evaluating the capital  improvement  needs of the property for the
upcoming year and currently expects to budget approximately $88,000.  Additional
improvements  may be  considered  during  2003 and will  depend on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Item 3.     Legal Proceedings

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

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

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

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

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

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.

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

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

The unitholders of the Partnership did not vote on any matter during the quarter
ended December 31, 2002.


<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,
2002, the  Partnership had 1,641 holders of record owning an aggregate of 99,784
Units.  Affiliates of the Managing  General Partner owned 61,754 Units or 61.89%
at December 31, 2002. No public trading market has developed for the Units,  and
it is not anticipated that such a market will develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2001 and 2002. See "Item 6. Management's Discussion and
Analysis or Plan of Operation" for more details.

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)
       01/01/01 - 12/31/01             $ 8,680 (1)            $86.12
       01/01/02 - 12/31/02                 517 (2)              5.13

(1)   Consists  of   approximately   $1,302,000  of  cash  from  operations  and
      approximately  $7,378,000  of cash  from  the  refinancing  of Deer  Creek
      Apartments in June 2001.

(2)   Consists of cash flow from operations.

Future  cash  distributions  will  depend on the levels of cash  generated  from
operations, the availability of cash reserves and the timing of 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 distributions to its partners in 2003 or
subsequent  periods.  Distributions  may be  restricted  by the  requirement  to
deposit net operating  income (as defined in the mortgage note) into the reserve
account  until the reserve  account is funded in an amount equal to a minimum of
$200 and a maximum of $400 per apartment  unit for  Georgetown  Apartments for a
total of approximately  $40,000 to $80,000. At December 31, 2002, the balance in
this reserve  account was  approximately  $81,000.  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 61,754 limited partnership units in
the Partnership  representing  61.89% of the  outstanding  units at December 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional Units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Managing  General  Partner.  As a result of its  ownership of 61.89% of the
outstanding  units,  AIMCO is in a position to control all voting decisions with
respect to the Registrant.  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 financial  statements and other
items contained elsewhere in this report.

Results of Operations

The  Partnership  had net  income  for  the  year  ended  December  31,  2002 of
approximately  $58,000 compared to net income of approximately  $351,000 for the
year ended December 31, 2001 (see "Item 7. Financial  Statements - Note C" for a
reconciliation of these amounts to the Registrant's federal taxable income). The
decrease  in net  income  for the  year  ended  December  31,  2002 is due to an
increase in total expenses and a decrease in total revenues.

The increase in total expenses for the year ended December 31, 2002 is primarily
due to  increases  in  interest,  depreciation  and general  and  administrative
expenses partially offset by decreases in operating and property tax expense and
a loss on  early  extinguishment  of debt  recorded  in 2001.  Interest  expense
increased due to the  refinancing of Deer Creek  Apartments in June 2001,  which
increased  the debt balance at the  property,  as discussed  in  "Liquidity  and
Capital Resources".  Depreciation  expense increased due to capital improvements
completed during the past twelve months which are now being depreciated. General
and  administrative  expenses increased  primarily due to increased  Partnership
management  fees earned by the  Managing  General  Partner and a new partner tax
implemented in New Jersey.  Included in general and  administrative  expenses at
both  December  31, 2002 and 2001 are  reimbursements  to the  Managing  General
Partner allowed under the Partnership  Agreement  associated with its management
of the  Partnership.  Also included in general and  administrative  expenses are
costs associated with the quarterly and annual communications with investors and
regulatory agencies and the annual audit required by the Partnership  Agreement.
Operating  expense  decreased  primarily  due to reduced  property  expenses and
management fees.  Property expenses decreased primarily due to decreased payroll
and related benefit expenses at Georgetown and Deer Creek Apartments and reduced
utility expenses at Deer Creek Apartments  partially offset by increased payroll
and related  benefits at  Landmark  Apartments.  Management  fees  decreased  at
Georgetown  and Landmark  Apartments  due to reduced  rental  revenue  partially
offset  by an  increase  in  management  fees at Deer  Creek  Apartments  due to
increased rental revenue.  Property tax expense  decreased during the year ended
December 31, 2002 due to the 2000  reassessment of Deer Creek  Apartments  which
increased  the  2001  taxes  at  Deer  Creek  Apartments.   The  loss  on  early
extinguishment  of debt during the year ended  December  31, 2001 relates to the
refinancing of the mortgage  encumbering  Deer Creek  Apartments in June 2001 as
discussed in "Liquidity and Capital Resources".

The decrease in total  revenues for the year ended December 31, 2002 is due to a
decrease in rental income and a decrease in casualty gain partially offset by an
increase in other income.  The decrease in rental income is due to a decrease in
average  rental rates at Landmark and  Georgetown  Apartments  and a decrease in
occupancy at Landmark  Apartments,  partially offset by increased average rental
rates and short term lease fees at Deer Creek  Apartments  and decreased  rental
concessions and monthly resident discounts at Landmark Apartments.  The casualty
gain  recognized  in 2001 relates to casualties  during 2001 at  Georgetown  and
Landmark  Apartments as discussed below. The increase in other income during the
year ended  December  31,  2002 is  primarily  due to an increase in net utility
reimbursements at Deer Creek Apartments,  nonrefundable  administrative  fees at
Deer Creek and  Landmark  Apartments  and  cleaning  and  damage  fees and lease
cancellation fees at Deer Creek Apartments  partially offset by reduced interest
income at all of the Partnership's properties due to lower interest rates on the
cash balances maintained in interest bearing accounts.

During  the year ended  December  31,  2001,  a casualty  gain was  recorded  at
Georgetown Apartments.  The casualty gain related to ice damage in January 2001.
The gain was the result of insurance proceeds of approximately  $28,000 less the
net book value of the damaged property of approximately $3,000.

During the year ended  December 31, 2001,  two casualty  gains were  recorded at
Landmark  Apartments.  One casualty gain related to a fire in January 2001. This
gain was the result of insurance proceeds of approximately  $26,000 less the net
book value of the damaged property of approximately  $3,000.  The other casualty
gain  related to a fire in March  2001.  This gain was the  result of  insurance
proceeds  of  approximately  $22,000  less  the net book  value  of the  damaged
property of approximately $2,000.

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

Liquidity and Capital Resources

At  December  31,  2002,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $669,000 compared to approximately $150,000 at December 31, 2001.
The  increase  in cash and cash  equivalents  of  approximately  $519,000  since
December  31,  2001  is due to  approximately  $2,184,000  of cash  provided  by
operating activities  partially offset by approximately  $1,079,000 of cash used
in financing  activities  and  approximately  $586,000 of cash used in investing
activities.  Cash used in financing activities consisted of distributions to the
partners,   payments  of  principal  made  on  the  mortgages   encumbering  the
Partnership's  properties  and repayment of advances from  affiliates  partially
offset by advances from affiliates.  Cash used in investing activities consisted
of property  improvements  and  replacements  and deposits to restricted  escrow
accounts maintained by the mortgage lenders. 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 and is studying new federal laws, including the Sarbanes-Oxley Act of
2002. The Sarbanes-Oxley Act of 2002 mandates or suggests additional  compliance
measures with regard to governance,  disclosure, audit and other areas. In light
of these changes,  the  Partnership  expects that it will incur higher  expenses
related to compliance, including increased legal and audit fees. The Partnership
is currently  evaluating the capital improvement needs of the properties for the
upcoming year and currently expects to budget approximately $234,000. Additional
improvements  may be  considered  during  2003 and will  depend on the  physical
condition of the properties as well as replacement reserves and anticipated cash
flow generated by the properties. The capital expenditures will be incurred only
if cash is available from operations or from Partnership reserves. To the extent
that  such  budgeted  capital  improvements  are  completed,   the  Registrant's
distributable cash flow, if any, may be adversely affected at least in the short
term.

On June 27, 2001, the Partnership refinanced the mortgage encumbering Deer Creek
Apartments.  The refinancing replaced  indebtedness of approximately  $5,985,000
with a new mortgage of $13,750,000.  The new mortgage  carries a stated interest
rate of  7.43% as  compared  to the  7.33%  interest  rate on the old  mortgage.
Payments on the mortgage  loan are due monthly until the loan matures on July 1,
2021.  Total  capitalized  loan costs were  approximately  $406,000 for the year
ended  December  31,  2001.  These costs  included  $138,000 in fees paid to the
Managing   General  Partner  during  the  year  ended  December  31,  2001.  The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately  $57,000  during  the  year  ended  December  31,  2001 due to the
write-off of unamortized loan costs.

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
"Recission of FASB Statements No. 4, 44 and 64". SFAS No. 4 "Reporting Gains and
Losses from  Extinguishment  of Debt,"  required  that all gains and losses from
extinguishments  of  debt be  aggregated  and,  if  material,  classified  as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, and accordingly, gains and
losses from extinguishment of debt should only be classified as extraordinary if
they are  unusual in nature and occur  infrequently.  Neither of these  criteria
applies to the  Partnership.  SFAS 145 is effective  for fiscal years  beginning
after May 15, 2002 with early adoption an option.  The Partnership  adopted SFAS
145  effective  April  1,  2002.  As a  result,  the  accompanying  consolidated
statement of operations  for the year ended  December 31, 2001 has been restated
to reflect the loss on early extinguishment of debt at Deer Creek Apartments due
to  its  refinancing  in  June  2001  in  interest  expense  rather  than  as an
extraordinary item.

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  $13,302,000 is
amortized  over  20  years  and  matures  on July 1,  2021 at  which  time it is
scheduled  to  be  fully  amortized.   The  mortgage  indebtedness   encumbering
Georgetown Apartments and Landmark Apartments of approximately $11,166,000,  net
of discount,  is amortized over periods ranging from 29 to 30 years with balloon
payments of approximately  $11,033,000 due in 2003. The Managing General Partner
will attempt to refinance the mortgages  encumbering  Georgetown  Apartments and
Landmark  Apartments and/or sell the properties prior to such maturity dates. If
the  properties  cannot  be  refinanced  or sold for a  sufficient  amount,  the
Partnership may risk losing such properties through foreclosure.

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

<TABLE>
<CAPTION>

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

<S>                        <C>               <C>               <C>              <C>
Operations                 $ 517             $ 5.13            $1,302           $12.92
Refinancing                    0                  0             7,378 (1)        73.20
                           $ 517             $ 5.13            $8,680           $86.12
</TABLE>


(1)  Distribution  of  refinancing  proceeds from Deer Creek  Apartments in June
2001.

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings  and/or  property  sales.  The  Partnership's  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
2003 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 61,754 limited  partnership  units
(the "Units") in the Partnership representing 61.89% of the outstanding Units at
December  31,  2002.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional Units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Managing General  Partner.  As a result of its ownership of
61.89% of the  outstanding  units,  AIMCO is in a position to control all voting
decisions with respect to the Registrant.  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 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

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.


<PAGE>



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

Revenue Recognition

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


<PAGE>


Item 7.     Financial Statements

ANGELES INCOME PROPERTIES, LTD. II

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2002

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

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

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

      Notes to Consolidated Financial Statements


<PAGE>


                 Report of Ernst & Young LLP, Independent Auditors



The Partners
Angeles Income Properties, Ltd. II


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

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

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

As discussed in Note A to the  consolidated  financial  statements,  in 2002 the
Partnership  adopted  Statement  of  Financial  Accounting  Standards  No.  145,
"Rescission of FASB Statements No. 4, 44 and 64." As a result,  the accompanying
consolidated  financial  statements  for  2001,  referred  to  above,  have been
restated  to conform to the  presentation  adopted  in 2002 in  accordance  with
accounting principles generally accepted in the United States.

                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
February 14, 2003



<PAGE>




                         ANGELES INCOME PROPERTIES, LTD. II

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2002
<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 669
   Receivables and deposits                                                      309
   Restricted escrows                                                            148
   Other assets                                                                  514
   Investment properties (Notes B and E):
      Land                                                    $ 1,984
      Buildings and related personal property                   33,386
                                                                35,370
      Less accumulated depreciation                            (28,025)        7,345
                                                                            $ 8,985
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 53
   Tenant security deposit liabilities                                           236
   Accrued property taxes                                                        143
   Other liabilities                                                             264
   Due to affiliates (Note D)                                                    105
   Mortgage notes payable (Note B)                                            24,468

Partners' Deficit
   General partners                                            $ (601)
   Limited partners (99,784 units issued and
      outstanding)                                             (15,683)      (16,284)
                                                                            $ 8,985


            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,
                                                                       2002           2001
                                                                                   (Restated)
Revenues:
<S>                                                                  <C>             <C>
  Rental income                                                      $ 6,694         $ 6,764
  Other income                                                           511             435
  Casualty gain (Note F)                                                  --              68
        Total revenues                                                 7,205           7,267

Expenses:
  Operating                                                            2,157           2,275
  General and administrative                                             461             297
  Depreciation                                                         1,908           1,833
  Interest                                                             1,937           1,687
  Property taxes                                                         684             767
  Loss on early extinguishment of debt (Note B)                           --              57
        Total expenses                                                 7,147           6,916

 Net income                                                            $ 58           $ 351

Net income allocated to general
  partners (1%)                                                        $ 1             $ 4
Net income allocated to limited
  partners (99%)                                                          57             347

                                                                       $ 58           $ 351

Net income per limited partnership unit                               $ .57          $ 3.48

Distributions per limited partnership unit                            $ 5.13         $ 86.12

            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, 2000                       99,784       $ (514)   $ (6,982)    $ (7,496)

Distributions to partners                     --          (87)     (8,593)      (8,680)

Net income for the year ended
  December 31, 2001                           --            4         347          351

Partners' deficit at
  December 31, 2001                       99,784         (597)    (15,228)     (15,825)

Distributions to partners                     --           (5)       (512)        (517)

Net income for the year ended
  December 31, 2002                           --            1          57           58

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

            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,
                                                                    2002         2001
Cash flows from operating activities:
<S>                                                                  <C>         <C>
  Net income                                                         $ 58        $ 351
  Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation                                                   1,908        1,833
      Amortization of mortgage discounts and loan costs                 81           80
      Loss on early extinguishment of debt                              --           57
      Casualty gain                                                     --          (68)
      Change in accounts:
        Receivables and deposits                                        84          (65)
        Other assets                                                   (39)         (27)
        Accounts payable                                               (39)         (12)
        Tenant security deposit liabilities                            (22)         (32)
        Accrued property taxes                                          10           20
        Due to affiliates                                              103          (79)
        Other liabilities                                               40          (72)
          Net cash provided by operating activities                  2,184        1,986

Cash flows from investing activities:
  Property improvements and replacements                              (560)      (1,287)
  Net (deposits to) withdrawals from restricted escrows                (26)          21
  Insurance proceeds received                                           --           76
          Net cash used in investing activities                       (586)      (1,190)

Cash flows from financing activities:
  Payments on mortgage notes payable                                  (515)        (347)
  Proceeds from mortgage note payable                                   --       13,750
  Repayment of mortgage note payable                                    --       (5,985)
  Advances from affiliate                                               65           47
  Repayment of advances from affiliate                                (112)          --
  Loan costs paid                                                       --         (406)
  Distributions to partners                                           (517)      (8,680)
          Net cash used in financing activities                     (1,079)      (1,621)

Net increase (decrease) in cash and cash equivalents                   519         (825)

Cash and cash equivalents at beginning of year                         150          975

Cash and cash equivalents at end of year                            $ 669        $ 150

Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 1,939      $ 1,561

Supplemental disclosure of non-cash activity:
  Property improvement and replacements included in
    accounts payable                                                $ --         $ 59

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>




                         ANGELES INCOME PROPERTIES, LTD. II

                     Notes to Consolidated Financial Statements

                                December 31, 2002


Note A - Organization and 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"). 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 Registrant.  Effective July 18, 2000, AIMCO Properties, L.P. (an
affiliate of AIMCO)  acquired the Elliott  Family  Partnership,  Ltd.'s  general
partner  interest  in the  Registrant.  The  Managing  General  Partner  and the
non-managing general partner are herein collectively referred to as the "General
Partners".  The director and officers of the Managing General Partner also serve
as executive  officers of AIMCO.  The  Partnership  Agreement  provides that the
Partnership is to terminate on December 31, 2037 unless terminated prior to such
date.  As of December 31,  2002,  the  Partnership  operates  three  residential
properties located one each in New Jersey, Indiana and North Carolina.

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 Partners 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 18 years for additions after March 15, 1984 and before May 9,
1985, and 19 years for additions  after May 8, 1985, and before January 1, 1987.
As a result of the Tax Reform Act of 1986,  for  additions  after  December  31,
1986, the modified  accelerated cost recovery method is used for depreciation of
(1) real property over 27 1/2 years and (2) personal  property  additions over 5
years.

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in
banks and money market accounts.  At certain times, the amount of cash deposited
at a bank may  exceed  the limit on  insured  deposits.  Cash  balances  include
approximately $667,000 at December 31, 2002 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  three  apartment
complexes and are stated at cost.  Acquisition fees are capitalized as a cost of
real  estate.  Expenditures  in excess of $250 that  maintain an existing  asset
which  has a  useful  life of more  than one year  are  capitalized  as  capital
replacement  expenditures  and depreciated over the estimated useful life of the
asset.  Expenditures for ordinary  repairs,  maintenance and apartment  turnover
costs are  expensed as  incurred.  In  accordance  with  Statement  of Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets",  the Partnership  records  impairment losses on
long-lived assets used in operations when events and circumstances  indicate the
assets  might be  impaired  and the  undiscounted  cash  flows  estimated  to be
generated by those assets are less than the  carrying  amounts of those  assets.
Costs of investment  properties  that have been  permanently  impaired have been
written down to appraised  value.  No  adjustments  for impairment of value were
necessary for the years ending December 31, 2002 or 2001.

During 2001, AIMCO, an affiliate of the Managing General Partner, commissioned a
project to study process improvement ideas to reduce operating costs. The result
of  the  study  led to a  re-engineering  of  business  processes  and  eventual
redeployment of personnel and related capital  spending.  The  implementation of
these plans  during  2002,  accounted  for as a change in  accounting  estimate,
resulted in a refinement of the Partnership's  process for capitalizing  certain
direct and  indirect  project  costs  (principally  payroll  related  costs) and
increased capitalization of such costs by approximately $65,000 in 2002 compared
to 2001.

Loan Costs:  At December 31, 2002,  Loan costs of  approximately  $792,000  less
accumulated  amortization of approximately $424,000 are included in other assets
on the consolidated  balance sheet and are being amortized on the  straight-line
method for Georgetown and Landmark  Apartments  and the  accelerated  method for
Deer Creek Apartments over the lives of the related loans.  Amortization expense
of  approximately  $76,000 is included in interest  expense in the  accompanying
consolidated  statements  of  operations  for the year ended  December 31, 2002.
Amortization  expense is expected to be approximately  $70,000 for 2003, $30,000
for 2004 and 2005, and $28,000 for 2006 and 2007.

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

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

Fair  Value:  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
amounts of its  financial  instruments  (except for long term debt)  approximate
their fair values due to the short term maturity of these instruments.  The fair
value  of  the  Partnership's  long  term  debt  at  December  31,  2002,  after
discounting  the  scheduled  loan  payments to  maturity,  at the  Partnership's
incremental  borrowing  rate  is  approximately   $14,678,000.   Georgetown  and
Landmark's mortgages are considered short term due to maturity dates in 2003, so
they are not included in this fair value calculation.

Restricted Escrows:

      Reserve  Account - A general  Reserve Account is maintained for Georgetown
      Apartments.  These funds were  established to cover necessary  repairs and
      replacements  of  existing  improvements,   debt  service,   out-of-pocket
      expenses  incurred for ordinary and necessary  administrative  tasks,  and
      payment of real property taxes and insurance premiums.  The Partnership is
      required to deposit net operating income (as defined in the mortgage note)
      from the property to the reserve  account until the reserve account equals
      a minimum of $200 and a maximum of $400 per apartment unit, for a total of
      approximately  $40,000 to $80,000.  At December 31, 2002,  the balance was
      approximately $81,000, which includes interest earned on these funds.

      Replacement  Reserve - 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, 2002,  is  approximately  $67,000
      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.  It 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 of  approximately  $68,000  and  $62,000  for the years ended
December 31, 2002 and 2001, respectively, were charged to operating expense.

Recent Accounting Pronouncements:

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

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
"Recission of FASB Statements No. 4, 44 and 64". SFAS No. 4 "Reporting Gains and
Losses from  Extinguishment  of Debt,"  required  that all gains and losses from
extinguishments  of  debt be  aggregated  and,  if  material,  classified  as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, and accordingly, gains and
losses from  extinguishments  of debt should only be classified as extraordinary
if they are unusual in nature and occur infrequently.  SFAS 145 is effective for
fiscal years  beginning  after May 15, 2002 with early  adoption an option.  The
Partnership  adopted  SFAS  145  effective  April  1,  2002.  As a  result,  the
accompanying  consolidated  statement of operations  for the year ended December
31, 2001 has been restated to reflect the loss on early  extinguishment  of debt
at Deer Creek  Apartments due to its refinancing in June 2001, (see "Note B") in
operations rather than as an extraordinary item.


<PAGE>

Note B - Mortgage Notes Payable

<TABLE>
<CAPTION>

                           Principal     Monthly                            Principal
                          Balance At     Payment     Stated                  Balance
                         December 31,   Including   Interest   Maturity      Due At
Property                     2002       Interest      Rate       Date       Maturity
                              (in thousands)                             (in thousands)
Deer Creek Apartments
<S>                         <C>           <C>        <C>       <C>            <C>
  1st mortgage              $13,302       $ 110      7.43%     07/2021        $ --

Georgetown Apartments
  1st mortgage                4,889          41      7.83%     10/2003         4,806
  2nd mortgage                  173           1      7.83%     10/2003           173

Landmark Apartments
  1st mortgage                6,136          45      7.33%     11/2003         6,054
                             24,500       $ 197                              $11,033
Less unamortized
  discounts                     (32)
                            $24,468
</TABLE>

On June 27, 2001, the Partnership refinanced the mortgage encumbering Deer Creek
Apartments.  The refinancing replaced  indebtedness of approximately  $5,985,000
with a new mortgage of $13,750,000.  The new mortgage  carries a stated interest
rate of  7.43% as  compared  to the  7.33%  interest  rate on the old  mortgage.
Payments on the  mortgage  loan are due monthly  until the loan  matures in July
2021.  Total  capitalized  loan costs were  approximately  $406,000 for the year
ended  December  31,  2001.  These costs  included  $138,000 in fees paid to the
Managing   General  Partner  during  the  year  ended  December  31,  2001.  The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately $57,000 due to the write-off of unamortized loan costs.

The  Partnership  exercised  an interest  rate  buy-down  option for  Georgetown
Apartments when the debt was refinanced,  reducing the stated rate from 8.13% to
7.83%. The fee for the interest rate reduction amounted to $113,000 and is being
amortized as a mortgage discount on the effective  interest method over the life
of the loan.  The  unamortized  discount  fee is reflected as a reduction of the
mortgage notes payable and increases the effective rate of the debt to 8.13%.

The mortgage notes payable are  nonrecourse and are secured by pledge of certain
of the  Partnership's  rental  properties  and by  pledge of  revenues  from the
respective rental properties.  Certain of the notes require prepayment penalties
if repaid prior to maturity.

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

                                   2003        $11,543
                                   2004            372
                                   2005            401
                                   2006            431
                                   2007            465
                                Thereafter      11,288
                                               $24,500

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):

                                          2002          2001

Net income as reported                    $ 58         $ 351
Add (deduct):
  Depreciation differences                 1,098        1,109
  Unearned income                            100          (68)
  Accrued audit                              (10)          (4)
  Other                                     (279)         (23)

Federal taxable income                    $ 967       $ 1,365

Federal taxable income per limited
  partnership unit                       $ 9.59       $ 13.54

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

Net liabilities as reported                   $(16,284)
Land and buildings                               2,408
Accumulated depreciation                        (1,001)
Syndication and distribution costs               6,148
Unearned income                                    168
Other                                             (180)
Net liabilities - Federal tax basis           $ (8,741)


Note D - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  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.

During the years ended  December 31, 2002 and 2001,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's   properties  for  providing  property  management  services.  The
Registrant paid to such affiliates  approximately  $364,000 and $386,000 for the
years  ended  December  31,  2002 and 2001,  respectively,  which is included in
operating expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accounting and administrative  expenses amounting to approximately  $196,000 and
$387,000 for the years ended December 31, 2002 and 2001, respectively, which are
included in general  and  administrative  expenses  and  investment  properties.
Included in these amounts are fees related to construction  management  services
provided  by an  affiliate  of the  Managing  General  Partner of  approximately
$28,000  and  $205,000  for  the  years  ended   December  31,  2002  and  2001,
respectively. The construction management service fees are calculated based on a
percentage of current year additions to investment properties.

The Partnership Agreement provides for a fee equal to 10% of "Net cash flow 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,  2002,  the Managing  General  Partner  earned fees of
approximately $105,000 which are accrued and are included in "Due to affiliates"
on the accompanying  consolidated  balance sheet. No such fee was earned for the
year ended December 31, 2001.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
loaned the Partnership funds for operating expenses at Landmark  Apartments.  At
December 31, 2001 the amount of the  outstanding  loan and accrued  interest was
approximately  $47,000.  During the year ended  December 31, 2002,  the Managing
General  Partner  loaned the  Partnership  approximately  $65,000 for  operating
expenses at Deer Creek  Apartments.  During the year ended  December  31,  2002,
these loans were repaid in full by the Partnership.  Interest was charged at the
prime rate plus 2%.  Interest  expense  was less than  $1,000 for the year ended
December 31, 2002 and approximately $1,000 for the year ended December 31, 2001.

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 return this amount to
the Partnership.

In addition to  reimbursement  for services of affiliates,  the Partnership paid
approximately  $138,000  for loan costs  related to the  refinance of Deer Creek
Apartments during the year ended December 31, 2001. These costs were capitalized
and are included in other assets on the consolidated balance sheet.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Managing General Partner.  During the years ended December
31,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately  $104,000 and $69,000,  respectively,  for insurance  coverage and
fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 61,754 limited  partnership  units
(the "Units") in the Partnership representing 61.89% of the outstanding Units at
December  31,  2002.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional Units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Managing General  Partner.  As a result of its ownership of
61.89% of the  outstanding  units,  AIMCO is in a position to control all voting
decisions with respect to the Registrant.  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.


<PAGE>

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          $13,302         $ 953       $ 8,863         $ 4,070
Georgetown Apartments            5,062            293        6,545           1,563
Landmark Apartments              6,136            738        9,885           2,460
Totals                         $24,500        $ 1,984      $25,293         $ 8,093
</TABLE>

                          Gross Amount At Which Carried
                              At December 31, 2002
                                 (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               $ 953     $12,933     $13,886      $ 9,720     09/28/83   5-30 yrs
Georgetown                  293      8,108       8,401        7,013     11/21/83   5-30 yrs
Landmark                    738     12,345      13,083       11,292     12/16/83   5-30 yrs

Totals                   $1,984    $33,386     $35,370      $28,025
</TABLE>

Reconciliation of "investment properties and accumulated depreciation":

                                                Years Ended December 31,
                                                  2002            2001
                                                     (in thousands)
Investment Properties
Balance at beginning of year                    $34,869          $33,734
   Property improvements                            501            1,196
   Write-offs due to casualties                      --              (61)
Balance at end of year                          $35,370          $34,869

Accumulated Depreciation
Balance at beginning of year                    $26,117          $24,337
   Additions charged to expense                   1,908            1,833
   Write-offs due to casualties                      --              (53)
Balance at end of year                          $28,025          $26,117

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2002 and 2001,  is  approximately  $37,778,000  and  $37,282,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2002 and 2001, is  approximately  $29,026,000  and  $28,216,000,
respectively.

Note F - Casualties

During  the year ended  December  31,  2001,  a casualty  gain was  recorded  at
Georgetown Apartments.  The casualty gain related to ice damage in January 2001.
The gain was the result of insurance proceeds of approximately  $28,000 less the
net book value of the damaged property of approximately $3,000.

During the year ended  December 31, 2001,  two casualty  gains were  recorded at
Landmark  Apartments.  One casualty gain related to a fire in January 2001. This
gain was the result of insurance proceeds of approximately  $26,000 less the net
book value of the damaged property of approximately  $3,000.  The other casualty
gain  related to a fire in March  2001.  This gain was the  result of  insurance
proceeds  of  approximately  $22,000  less  the net book  value  of the  damaged
property of approximately $2,000.

Note G - 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
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

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

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

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

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment; and judicial dissolution.

Plaintiffs in the Nuanes action filed a motion to consolidate  the Heller action
with the Nuanes  action and stated that the Heller  action was filed in order to
preserve the derivative claims that were dismissed without leave to amend in the
Nuanes  action by the Court order dated July 10, 2001.  On October 5, 2001,  the
Managing  General  Partner and affiliated  defendants  moved to strike the first
amended  complaint in its entirety for violating the Court's July 10, 2001 order
granting in part and denying in part defendants'  demurrer in the Nuanes action,
or  alternatively,  to strike  certain  portions of the  complaint  based on the
statute of  limitations.  Other  defendants in the action demurred to the fourth
amended  complaint,  and,  alternatively,  moved to  strike  the  complaint.  On
December 11, 2001,  the court heard argument on the motions and took the matters
under  submission.  On February 4, 2002,  the Court  served  notice of its order
granting defendants' motion to strike the Heller complaint as a violation of its
July 10, 2001 order in the Nuanes  action.  On March 27,  2002,  the  plaintiffs
filed a notice  appealing the order  striking the complaint.  Before  completing
briefing on the appeal,  the parties  stayed  further  proceedings in the appeal
pending the Court's  review of the terms of the  proposed  settlement  described
above.

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.

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


<PAGE>



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

            None.


<PAGE>


                                    PART III

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

The names of the director and executive  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,  2002,  their  ages and the  nature of all  positions  with ARC II
presently held by them are as follows:

Name                         Age   Position

Patrick J. Foye              45    Executive Vice President and Director

Paul J. McAuliffe            46    Executive Vice President and Chief
                                     Financial Officer

Thomas C. Novosel            44    Senior Vice President and Chief Accounting
                                     Officer

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

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

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

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

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

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

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

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2003. Fees for
2002 were  audit  services  of  approximately  $43,000  and  non-audit  services
(principally tax-related) of approximately $20,000.

Item 10.    Executive Compensation

No  remuneration  was paid by the  Partnership to any officer or director of the
Managing General Partner during the year ended December 31, 2002.

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  of the
Registrant as of December 31, 2002.

         Entity                             Number of Units    Percentage

         Cooper River Properties, LLC
          (an affiliate of AIMCO)                5,864            5.88%
         Insignia Properties, LP
          (an affiliate of AIMCO)                3,990            4.00%
         Broad River Properties, LLC
          (an affiliate of AIMCO)                8,908            8.92%
         AIMCO Properties, LP
          (an affiliate of AIMCO)               42,992           43.09%

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

AIMCO Properties,  LP 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
limited  partnership  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  limited  partnership  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 is  dependent  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.

During the years ended  December 31, 2002 and 2001,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's   properties  for  providing  property  management  services.  The
Registrant paid to such affiliates  approximately  $364,000 and $386,000 for the
years  ended  December  31,  2002 and 2001,  respectively,  which is included in
operating expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accounting and administrative  expenses amounting to approximately  $196,000 and
$387,000 for the years ended December 31, 2002 and 2001, respectively, which are
included in general  and  administrative  expenses  and  investment  properties.
Included in these amounts are fees related to construction  management  services
provided  by an  affiliate  of the  Managing  General  Partner of  approximately
$28,000  and  $205,000  for  the  years  ended   December  31,  2002  and  2001,
respectively. The construction management service fees are calculated based on a
percentage of current year additions to investment properties.

The Partnership Agreement provides for a fee equal to 10% of "Net cash flow 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,  2002,  the Managing  General  Partner  earned fees of
approximately $105,000 which are accrued and are included in "Due to affiliates"
on the accompanying  consolidated  balance sheet. No such fee was earned for the
year ended December 31, 2001.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
loaned the Partnership funds for operating expenses at Landmark  Apartments.  At
December 31, 2001 the amount of the  outstanding  loan and accrued  interest was
approximately  $47,000.  During the year ended  December 31, 2002,  the Managing
General  Partner  loaned the  Partnership  approximately  $65,000 for  operating
expenses at Deer Creek  Apartments.  During the year ended  December  31,  2002,
these loans were repaid in full by the Partnership.  Interest was charged at the
prime rate plus 2%.  Interest  expense  was less than  $1,000 for the year ended
December 31, 2002 and approximately $1,000 for the year ended December 31, 2001.

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 return this amount to
the Partnership.

In addition to  reimbursement  for services of affiliates,  the Partnership paid
approximately  $138,000  for loan costs  related to the  refinance of Deer Creek
Apartments during the year ended December 31, 2001. These costs were capitalized
and are included in other assets on the consolidated balance sheet.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Managing General Partner.  During the years ended December
31,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately  $104,000 and $69,000,  respectively,  for insurance  coverage and
fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 61,754 limited  partnership  units
(the "Units") in the Partnership representing 61.89% of the outstanding Units at
December  31,  2002.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional Units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Managing General  Partner.  As a result of its ownership of
61.89% of the  outstanding  units,  AIMCO is in a position to control all voting
decisions with respect to the Registrant.  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.


<PAGE>


                                     PART IV


Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            See Exhibit Index attached.

      (b) Reports on Form 8-K filed during the quarter ended December 31, 2002.

            None

Item 14.    Controls and Procedures

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


<PAGE>


                                   SIGNATURES



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



                                    ANGELES INCOME PROPERTIES, LTD. II


                                    By:   Angeles Realty Corporation II
                                          Managing General Partner


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


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


                                    Date: March 31, 2003


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


/s/Patrick J. Foye      Executive Vice President      Date: March 31, 2003
Patrick J. Foye         and Director


/s/Thomas C. Novosel    Senior Vice President         Date: March 31, 2003
Thomas C. Novosel       and Chief Accounting Officer


<PAGE>




                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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


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


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


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


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


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


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


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


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


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


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


Date:  March 31, 2003

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


<PAGE>



                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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


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


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


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


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


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


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


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


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


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


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


Date:  March 31, 2003

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


<PAGE>



                       ANGELES INCOME PROPERTIES, LTD. II

                                  EXHIBIT INDEX



Exhibit Number    Description of Exhibit

       2.1        Agreement and Plan of Merger,  dated as of October 1, 1998, by
                  and between AIMCO and IPT incorporated by reference to Exhibit
                  2.1 filed with  Registrant's  Current Report on Form 8-K dated
                  October 1, 1998.

       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

      10.3        Agreement of Purchase and Sale of Real  Property with Exhibits
                  - Deer Creek  Apartments  filed in Form 8K dated September 28,
                  1983, incorporated herein by reference

      10.4        Agreement of Purchase and Sale of Real  Property with Exhibits
                  - Georgetown  Apartments  filed in Form 8K dated  November 21,
                  1983, incorporated herein by reference

      10.5        Agreement of Purchase and Sale of Real  Property with Exhibits
                  -  Landmark  Apartments  filed in Form 8K dated  December  16,
                  1983, incorporated herein by reference

      10.7        Multifamily Note - Georgetown Apartments, dated June 16, 1985,
                  incorporated herein by reference

          10.9 Additional Financing - Georgetown Apartments, dated September 22,
               1989, incorporated herein by reference

      10.12       Stock Purchase  Agreement  dated November 24, 1992 showing the
                  purchase of 100% of the  outstanding  stock of Angeles  Realty
                  Corporation II, a subsidiary of MAE GP  Corporation,  filed in
                  Form 8-K dated December 31, 1993, which is incorporated herein
                  by reference

     10.15Multifamily  Note  -  Landmark   Apartments   between  Angeles  Income
          Properties,  Ltd. II and Lehman Brothers  Holdings,  Inc. d/b/a Lehman
          Capital, a division of Lehman Brothers  Holdings,  Inc. dated November
          1, 1996

     10.16Purchase and Sale Contract  between  Registrant and Atlanta  Crossing,
          L.L.C., an Alabama limited liability company,  dated October 25, 1999,
          is  incorporated  by reference to the Annual Report on Form 10-KSB for
          the year ended December 31, 1999.

     10.17Amendment  to  Purchase  and  Sale  Contract  between  Registrant  and
          Atlanta Crossing,  L.L.C.,  dated February 7, 2000, is incorporated by
          reference  to the  Annual  Report on Form  10-KSB  for the year  ended
          December 31, 1999.

     10.18Second Amendment to Purchase and Sale Contract between  Registrant and
          Atlanta  Crossing,  L.L.C.,  dated March 8, 2000, is  incorporated  by
          reference  to the  Annual  Report on Form  10-KSB  for the year  ended
          December 31, 1999.

      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.

99   Certification of Chief Executive Officer and Chief Financial Officer.


<PAGE>


Exhibit 99


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



In  connection  with  the  Annual  Report  on  Form  10-KSB  of  Angeles  Income
Properties, Ltd. II (the "Partnership"), for the year ended December 31, 2002 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Patrick J. Foye, as the equivalent of the Chief Executive Officer of
the Partnership, and Paul J. McAuliffe, as the equivalent of the Chief Financial
Officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

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

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


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  March 31, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  March 31, 2003


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