FORM 10-KSB--Annual or Transitional Report Under
                               Section 13 or 15(d)
                                   Form 10-KSB

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

                    For the fiscal year ended December 31, 2000

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

                  For the transition period _________to _________

                         Commission file number 0-11767

                         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.   $6,918,000

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, 2000. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

<PAGE>

                                     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").  Thus,  the Managing
General Partner is now  wholly-owned  by AIMCO (see "Transfer of Control").  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.   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 full  time  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, 2000 and 1999.  Effective October 1, 1998, property
management  services for the  commercial  property were provided by an unrelated
party.

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.

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.

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.

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

Transfer of Control

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

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 owns 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>        <C>
Deer Creek Apartments       $12,827     $ 8,124     5-20 yrs    (1)        $ 4,752

Georgetown Apartments         8,178       6,111     5-20 yrs    (1)          1,567

Landmark Apartments          12,729      10,102     5-20 yrs    (1)          2,351
                            $33,734     $24,337                            $ 8,670
</TABLE>

(1)   Straight line and accelerated.

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

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             2000         Rate      Amortized     Date     Maturity (2)
                     (in thousands)                                    (in thousands)

Deer Creek
<S>                     <C>            <C>        <C>         <C>          <C>
  1st mortgage          $ 6,025        7.33%      30 yrs      11/2003      $ 5,779

Georgetown
  1st mortgage            5,087        7.83%     28.67 yrs    10/2003        4,806
  2nd mortgage              173        7.83%        (1)       10/2003          173

Landmark
  1st mortgage            6,312        7.33%      30 yrs      11/2003        6,054
                         17,597                                            $16,812

Less unamortized
  discount                  (45)
                        $17,552
</TABLE>

(1)   Interest only payments.

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

Rental Rates and Occupancy

Average annual rental rate and occupancy for 2000 and 1999 for each property:

                                     Average Annual            Average Annual
                                       Rental Rate                Occupancy
 Property                         2000            1999        2000         1999

 Deer Creek Apartments        $10,041/unit    $ 9,397/unit     98%          98%
 Georgetown Apartments          7,945/unit      7,775/unit     96%          96%
 Landmark Apartments            8,609/unit      8,518/unit     90%          92%

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.

Schedule of Real Estate Taxes and Rates

Real estate taxes and rates in 2000 for each property were:

                                    2000             2000
                                  Billing            Rate
                               (in thousands)

Deer Creek Apartments              $ 297             2.78%
Georgetown Apartments                129*            9.36%
Landmark Apartments                  136             0.95%

* Amount per 1999 billings; tax bills for 2000 not yet received.

Capital Improvements

Deer Creek

During the year ended December 31, 2000,  the  Partnership  spent  approximately
$522,000 on budgeted and non-budgeted capital improvements  consisting primarily
of maintenance  vehicles,  submetering  improvements,  electrical  improvements,
parking lot  resurfacing,  carpet and vinyl  replacement,  appliances,  exterior
painting,  air  conditioning  unit  replacement,  and major  landscaping.  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. The minimum amount to be budgeted is expected to
be $275 per unit or  $79,200.  In  addition,  the  property is expected to spend
approximately  $679,000 on interior upgrades  including  appliances.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Georgetown

During the year ended December 31, 2000,  the  Partnership  spent  approximately
$623,000 on budgeted and non-budgeted capital improvements  consisting primarily
of  carpet  and  vinyl   replacement,   structural   improvements,   submetering
improvements,  parking lot improvements, and appliances. 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. The minimum amount to be budgeted is expected to be $275 per unit
or $55,000.  Additional  improvements  may be considered  and will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

Landmark

During the year ended December 31, 2000,  the  Partnership  spent  approximately
$201,000 on budgeted and non-budgeted capital improvements  consisting primarily
of carpet and vinyl replacement,  structural improvements, air conditioning unit
replacement,  and appliances.  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.  The minimum
amount to be budgeted  is  expected  to be $275 per unit or $80,300.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Atlanta Crossing

During the year ended December 31, 2000,  the  Partnership  spent  approximately
$6,000 on capital improvements consisting primarily of tenant improvements.  The
property was sold March 15, 2000.

Item 3.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  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 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 Insignia  Merger.  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
and  defendants  are  scheduled to respond to the complaint by March 2, 2001. On
March 2, 2001, the Managing  General Partner and its affiliates filed a demurrer
to the third amended complaint. The Managing General Partner does not anticipate
that  costs  associated  with this case will be  material  to the  Partnership's
overall operations.

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

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

The unit  holders  of the  Partnership  did not vote on any  matter  during  the
quarter ended December 31, 2000.

<PAGE>

                                     PART II

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

The Partnership,  a publicly-held limited partnership,  offered and sold 100,000
Limited Partnership Units aggregating $50,000,000. The Partnership currently has
1,814 holders of record  owning an aggregate of 99,784 units.  Affiliates of the
Managing  General  Partner owned 56,439 units or 56.56% at December 31, 2000. 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, 1999 and 2000 and subsequent to December 31, 2000:

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)
       01/01/99 - 12/31/99             $ 2,200 (1)            $21.83
       01/01/00 - 12/31/00               5,504 (2)             53.76
      Subsequent to 12/31/00               535 (3)              5.31

(1)   Consists of $700,000 of cash from  operations  paid in 1999 and $1,074,000
      of cash from  operations  and $426,000 of cash from sale proceeds from the
      sale of Princeton  Meadows Golf Course Joint  Venture  payable at December
      31, 1999 (see "Item 6" for further details).

(2)   Consists of $2,758,000 of cash from operations and $2,746,000 of cash from
      sale proceeds from the sale of Atlanta Crossing Shopping Center (see "Item
      6" for further details).

(3)   Consists of cash from operations (see "Item 6" for further details).

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  distribution  policy is
reviewed on a quarterly  basis.  There can be no  assurance,  however,  that the
Partnership  will  generate  sufficient  funds from  operations  after  required
capital  expenditures to permit additional  distributions to its partners in the
year  2001  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.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 56,439 limited partnership units in
the Partnership  representing  56.56% of the  outstanding  units at December 31,
2000. 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 limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private  purchases or tender offers.  In this regard, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by  affiliates  of AIMCO for a purchase  price of $165.00 per Unit.  Pursuant to
this  offer,  AIMCO  acquired an  additional  815 units  resulting  in its total
ownership  being  increased to 57,254  units or 57.38% of the total  outstanding
units. 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  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  56.56% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
their affiliation with the Managing General Partner.

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

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

This item should be read in conjunction with "Item 7. Financial  Statements" and
other items contained elsewhere in this report.

Results of Operations

The  Partnership's  net  income  for the  year  ended  December  31,  2000,  was
approximately $2,766,000 compared to approximately $1,098,000 for the year ended
December  31,  1999.   (See  "Note  D"  of  the  financial   statements   for  a
reconciliation of these amounts to the Registrant's federal taxable income.) The
increase in net income for the year ended December 31, 2000 is  attributable  to
the sale of  Atlanta  Crossing  Shopping  Center in March  2000 (see  discussion
below).

Excluding  the  operations  of and  the  gain on the  sale  of the  discontinued
operation,   the  Partnership  had  income  before  discontinued  operation  and
extraordinary  item of  approximately  $581,000 for the year ended  December 31,
2000,  compared to approximately  $988,000 for the year ended December 31, 1999.
The decrease in income for the year ended  December 31, 2000 is due primarily to
the  decrease  in  equity in  income  of the  joint  venture  due to the sale of
Princeton Meadows Golf Course, as discussed below.

Excluding  the  operations  of and  the  gain on the  sale  of the  discontinued
operation and the equity in income of the joint  venture,  the  Partnership  had
income of approximately  $581,000 for the year ended December 31, 2000, compared
to approximately  $569,000 for the year ended December 31, 1999. The increase in
income for the year  ended  December  31,  2000 is due to an  increase  in total
revenues which was partially offset by an increase in total expenses.

The  increase  in total  revenues  for the year ended  December  31, 2000 is due
primarily to an increase in rental income and, to a lesser extent, other income.
The increase in rental income is the result of increased average rental rates at
all of the  Partnership's  residential  properties  which  more than  offset the
decrease in occupancy at Landmark  Apartments.  The increase in other income for
the year ended  December  31,  2000 is  primarily  due to an increase in laundry
income  primarily  at Deer Creek  Apartments  and tenant  charges  primarily  at
Georgetown Apartments.

Total  expenses  increased for the year ended December 31, 2000 primarily due to
increases in operating and depreciation  expenses partially offset by a decrease
in general and administrative  expenses.  Operating expenses increased due to an
increase in salary  expenses and maintenance  costs at all of the  Partnership's
properties. Depreciation expense increased due to capital improvements completed
during the past twelve months. General and administrative expenses decreased due
to a decrease in a management fee accrued to the Managing  General Partner based
on a percentage  of positive cash flow as allowed in the  Partnership  Agreement
and a decrease in legal expenses due to the settlement of a lawsuit as disclosed
in the  Partnership's  Annual Report on Form 10-KSB for the year ended  December
31, 1998.  These  decreases  were  partially  offset by increases in the cost of
services  included in the  management  reimbursements  to the  Managing  General
Partner as allowed under the  Partnership  Agreement and increased  professional
fees. Included in general and administrative  expenses at both December 31, 2000
and 1999 are  reimbursements  to the Managing  General Partner allowed under the
Partnership  Agreement associated with its management of the Partnership.  Costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory  agencies and the annual audit required by the Partnership  Agreement
are also included.

In March 2000, Atlanta Crossing Shopping Center, located in Montgomery, Alabama,
was sold to an  unaffiliated  party for  $2,875,000.  After  payment  of closing
expenses,  the net sales proceeds received by the Partnership were approximately
$2,750,000.  For financial  statement  purposes,  the sale resulted in a gain of
approximately  $2,064,000,  which was  recognized  during the three months ended
March 31, 2000.

Atlanta Crossing  Shopping Center was the only commercial  property owned by the
Partnership and represented one segment of the Partnership's operations.  Due to
the sale of this property, the results of the commercial segment have been shown
as  income  from  discontinued  operation  on  the  consolidated  statements  of
operations.  Revenues of this property were approximately  $199,000 and $563,000
for the years  ended  December  31,  2000 and 1999,  respectively.  Income  from
operations was approximately  $121,000 and $111,000 for the years ended December
31, 2000 and 1999, respectively.

The  Partnership had a 14.4%  investment in Princeton  Meadows Golf Course Joint
Venture. On February 26, 1999, the Joint Venture sold the Princeton Meadows Golf
Course to an unaffiliated third party for gross sale proceeds of $5,100,000. The
Joint  Venture  received net  proceeds of  $3,411,000  after  payment of closing
costs,  and  repayment of the mortgage  principal  and accrued  interest.  As of
December 31, 1999,  the Joint Venture  recorded a gain on sale of  approximately
$3,090,000 after the write-off of undepreciated fixed assets. For the year ended
December 31, 1999 the Partnership realized equity in income of the Joint Venture
of  approximately  $419,000 which included its equity in the gain on disposal of
Princeton  Meadows Golf Course of $445,000 and the equity in loss on  operations
of $26,000.  For the year ended December 31, 2000, Princeton Meadows Golf Course
did not have any  operations,  therefore,  the Partnership did not recognize any
equity earnings from the Joint Venture.

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

The  Partnership  had cash and cash  equivalents  of  approximately  $975,000 at
December 31, 2000,  compared to  approximately  $4,229,000 at December 31, 1999.
The decrease in cash and cash  equivalents  of  approximately  $3,254,000  since
December 31, 1999, is due to approximately  $7,246,000 of cash used in financing
activities  which was  partially  offset  by  approximately  $1,565,000  of cash
provided by investing  activities and approximately  $2,427,000 of cash provided
by operating  activities.  Cash used in financing activities consisted primarily
of distributions to the partners and, to a lesser extent,  payments of principal
made on the mortgages encumbering the Partnership's properties. Cash provided by
investing  activities  consisted  primarily of proceeds from the sale of Atlanta
Crossing  Shopping Center,  and to a lesser extent,  net withdrawals from escrow
accounts  maintained  by the mortgage  lenders,  which was  partially  offset by
property  improvements  and  replacements.  The Partnership  invests its working
capital reserves in money market 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 Partnership is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming year. The minimum amount to be budgeted is expected to be $275 per unit
or  $214,500.   In  addition,   Deer  Creek  Apartments  is  expected  to  spend
approximately  $679,000 on interior upgrades  including  appliances.  Additional
improvements may be considered and will depend on the physical  condition of the
properties as well as  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.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness of approximately  $17,552,000,  net of discount,  is amortized over
periods  ranging  from 29 to 30 years with  balloon  payments  due in 2003.  The
Managing General Partner will attempt to refinance such indebtedness and/or sell
the  properties  prior  to such  maturity  date.  If the  properties  cannot  be
refinanced or sold for a sufficient amount, the Partnership may risk losing such
properties through foreclosure.

During the year ended  December 31, 2000,  the  Partnership  paid a distribution
that  was  accrued  in  December  1999  of  approximately  $1,500,000  of  which
approximately  $1,074,000  (approximately  $1,063,000 to the limited partners or
$10.65 per  limited  partnership  unit) was from  operations  and  approximately
$426,000  (approximately  $422,000 to the limited  partners or $4.23 per limited
partnership  unit) was from  proceeds  from the sale of  Princeton  Meadows Golf
Course Joint Venture.  During the year ended December 31, 2000, the  Partnership
declared  and paid  distributions  of  approximately  $5,504,000  (approximately
$5,364,000 to the limited  partners or $53.76 per limited  partnership  unit) of
which approximately $2,758,000 (approximately $2,732,000 to the limited partners
or $27.38 per limited  partnership  unit) was from operations and  approximately
$2,746,000  (approximately  $2,632,000  to the  limited  partners  or $26.38 per
limited  partnership  unit) was from proceeds from the sale of Atlanta  Crossing
Shopping Center. Pursuant to the Partnership Agreement,  the Partnership accrued
and paid a distribution of approximately $86,000 to the Managing General Partner
related  to the  sale  of  Atlanta  Crossing  Shopping  Center  in  March  2000.
Subsequent to December 31, 2000, the Partnership declared and paid distributions
of  approximately  $535,000  (approximately  $530,000 to the limited partners or
$5.31 per  limited  partnership  unit)  from  operations.  During the year ended
December 31, 1999, the Partnership paid a distribution in the amount of $700,000
(approximately $693,000 to the limited partners or $6.95 per limited partnership
unit) 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
distribution policy is reviewed on a quarterly basis. There can be no assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after required capital  expenditures to permit  additional  distributions to its
partners during the year 2001 or subsequent periods.

Tender Offer

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 56,439 limited partnership units in
the Partnership  representing 56.56% of the outstanding units December 31, 2000.
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  limited  partnership  interests  in the  Partnership  for cash or in
exchange for units in the operating  partnership of AIMCO either through private
purchases  or  tender  offers.  In this  regard,  on  February  8,  2001,  AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by  affiliates  of AIMCO for a purchase  price of $165.00 per Unit.  Pursuant to
this  offer,  AIMCO  acquired an  additional  815 units  resulting  in its total
ownership  being  increased to 57,254  units or 57.38% of the total  outstanding
units. 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  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  56.56% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
their affiliation with the Managing General Partner.
<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, 2000

     Consolidated  Statements of Operations - Years ended  December 31, 2000 and
     1999

     Consolidated  Statements  of Changes  in  Partners'  Deficit - Years  ended
     December 31, 2000 and 1999

     Consolidated  Statements of Cash Flows - Years ended  December 31, 2000 and
     1999

     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,  2000,  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,  2000.  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, 2000, and the  consolidated  results of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 2000, in conformity with accounting  principles  generally accepted
in the United States.


                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
March 15, 2001



<PAGE>



                         ANGELES INCOME PROPERTIES, LTD. II

                           CONSOLIDATED BALANCE SHEET
                          (in thousands, except unit data)

                                December 31, 2000

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   975
   Receivables and deposits                                                      328
   Restricted escrows                                                            143
   Other assets                                                                  247
   Investment properties (Notes C and F):
      Land                                                    $ 1,984
      Buildings and related personal property                   31,750
                                                                33,734
      Less accumulated depreciation                            (24,337)        9,397
                                                                            $ 11,090
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $   254
   Tenant security deposit liabilities                                           290
   Accrued property taxes                                                        113
   Other liabilities                                                             296
   Due to affiliates (Note E)                                                     81
   Mortgage notes payable (Notes C and F)                                     17,552

Partners' Deficit
   General partners                                            $  (514)
   Limited partners (99,784 units issued and
      outstanding)                                              (6,982)       (7,496)
                                                                            $ 11,090
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                         ANGELES INCOME PROPERTIES, LTD. II

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


                                                                Years Ended
                                                                December 31,
                                                             2000          1999
Revenues:
  Rental income                                            $ 6,493      $ 6,370
  Other income                                                 425          397
      Total revenues                                         6,918        6,767

Expenses:
  Operating                                                  2,238        2,072
  General and administrative                                   419          532
  Depreciation                                               1,739        1,616
  Interest                                                   1,398        1,439
  Property taxes                                               543          539
      Total expenses                                         6,337        6,198

Income before equity in income of joint venture,
  discontinued operation, and extraordinary item               581          569
Equity in income of joint venture (Note G)                      --          419

Income before discontinued operation and extraordinary
  item                                                         581          988
Income from discontinued operation (Note H)                    121          111
Gain on sale of discontinued operation (Note H)              2,064           --

Income before extraordinary item                             2,766        1,099
Equity in extraordinary loss on early extinguishment of
  debt of joint venture (Note G)                                --           (1)


Net income                                                 $ 2,766      $ 1,098

Net income allocated to general partners                     $ 113         $ 11

Net income allocated to limited partners                     2,653        1,087

                                                           $ 2,766      $ 1,098
Per limited partnership unit:
  Income before discontinued operation and extraordinary
   item                                                     $ 5.77       $ 9.80
  Income from discontinued operation                          1.20         1.10
  Gain on sale of discontinued operation                     19.62           --
  Extraordinary item                                            --        (0.01)

Net income                                                 $ 26.59      $ 10.89

Distributions per limited partnership unit                 $ 53.76      $ 21.83

           See Accompanying Notes to Consolidated Financial Statements


<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, 1998                   99,784       $ (476)    $(3,180)   $(3,656)

Distributions to partners                                 (22)     (2,178)    (2,200)

Net income for the year ended
   December 31, 1999                          --           11       1,087      1,098

Partners' deficit at
   December 31, 1999                      99,784         (487)     (4,271)    (4,758)

Distributions to partners                                (140)     (5,364)    (5,504)

Net income for the year
   ended December 31, 2000                    --          113       2,653      2,766

Partners' deficit
   at December 31, 2000                   99,784       $ (514)    $(6,982)   $(7,496)
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                         ANGELES INCOME PROPERTIES, LTD. II

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

                                                              Years Ended December 31,
                                                                  2000        1999
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net income                                                    $ 2,766      $ 1,098
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation                                                   1,739        1,759
   Amortization of discounts, loan costs and lease
      commissions                                                    84           95
   Bad debt (recovery) expense, net                                 (34)         119
   Equity in income of joint venture                                 --         (419)
   Equity in extraordinary loss on early extinguishment of
      debt of joint venture                                          --            1
   Loss on disposal of property                                      --           35
   Gain on sale of investment property                           (2,064)          --
   Change in accounts:
      Receivables and deposits                                       56          185
      Other assets                                                  182         (197)
      Accounts payable                                               16          (31)
      Tenant security deposit liabilities                             1           20
      Accrued property taxes                                        (26)        (115)
      Due to affiliates                                            (147)         183
      Other liabilities                                            (146)         255
          Net cash provided by operating activities               2,427        2,988

Cash flows from investing activities:
  Property improvements and replacements                         (1,359)        (908)
  Net withdrawals from restricted escrows                           172          537
  Proceeds from sale of investment property, net                  2,750           --
  Distributions from joint venture                                    2          428
  Repayment of advances to joint venture                             --           46
          Net cash provided by investing activities               1,565          103

Cash flows from financing activities:
  Payments on mortgage notes payable                               (242)        (225)
  Distributions to partners                                      (7,004)        (700)
          Net cash used in financing activities                  (7,246)        (925)

Net (decrease) increase in cash and cash equivalents             (3,254)       2,166

Cash and cash equivalents at beginning of the year                4,229        2,063

Cash and cash equivalents at end of year                         $  975      $ 4,229

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 1,326      $ 1,344

Supplemental disclosure of non-cash activity:
  Distribution payable                                          $    --      $ 1,500
  Property improvements and replacements included in
   accounts payable                                             $   150        $ 157
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements


<PAGE>



                         ANGELES INCOME PROPERTIES, LTD. II

                     Notes to Consolidated Financial Statements

                                December 31, 2000


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")
(see "Note B - Transfer of Control").  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
directors 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.  The
Partnership  commenced  operations on October 12, 1982. As of December 31, 2000,
the Partnership  operates three residential  properties located in or near major
urban areas in the United States.

Principles  of  Consolidation:  The  consolidated  financial  statements  of the
Partnership  include  all  accounts  of the  Partnership  and  its  99%  limited
partnership  interest  in  Georgetown  AIP II,  LP and its  100%  owned  limited
liability  corporation  interest in AIPL II GP, LLC. Although legal ownership of
the respective  asset remains with these entities,  the Partnership  retains all
economic benefits from the properties. As a result, 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.

Joint Venture:  The Partnership  accounted for its 14.4% investment in Princeton
Meadows Joint Venture  ("Joint  Venture")  using the equity method of accounting
(see "Note G").

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 (1)
for real property over 15 years for additions  prior to March 16, 1984, 18 years
for  additions  after  March 15,  1984 and before May 9, 1985,  and 19 years for
additions  after May 8, 1985,  and before  January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of the
Tax Reform Act of 1986,  for  additions  after  December 31, 1986,  the modified
accelerated  cost recovery method is used for  depreciation of (1) real property
over 27 1/2 years and (2) personal property additions over 5 years.

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  $759,000  at  December  31,  2000  that  are  maintained  by  the
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.  In accordance  with  Statement of Financial  Accounting  Standards
("SFAS") No. 121,  "Accounting  for the Impairment of Long-Lived  Assets and for
Long-Lived Assets to Be Disposed Of", the Partnership  records impairment losses
on long-lived assets used in operations when events and  circumstances  indicate
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, 2000 or 1999.

Loan Costs:  Loan costs,  included in other assets on the  consolidated  balance
sheet, of  approximately  $557,000 are being amortized on a straight-line  basis
over  the  lives of the  related  loans.  Current  accumulated  amortization  is
approximately  $362,000 and is also included in other assets on the consolidated
balance sheet. Amortization of loan costs is included in interest expense in the
accompanying consolidated statements of operations.

Lease  Commissions:  Lease  commissions  were being amortized using the straight
line method over the term of the respective leases.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less. The Partnership  recognizes income as earned on its residential leases.
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
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

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

Restricted Escrows:

      Capital  Improvement  Reserves  - At the time of the  refinancing  of Deer
      Creek and Landmark  Apartments,  $1,313,000 of the proceeds for Deer Creek
      Apartments  and  $150,000 of the proceeds  for  Landmark  Apartments  were
      designated  for  "Capital   Improvement   Escrows"  for  certain   capital
      improvements.  During 1999, all the required  improvements  were completed
      and the remaining funds were returned to the properties.

      Reserve Account - In addition to the Capital Improvement Reserves, general
      Reserve  Accounts  of  approximately  $80,000  were  established  with the
      refinancing  proceeds  for the  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  refinanced  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, 2000, the balance was $81,000,  which includes
      interest earned on these funds.

      Replacement Reserve - A replacement reserve account is maintained for Deer
      Creek  Apartments  and Landmark  Apartments.  Each property has a required
      monthly   payment   into  its  account  to  cover  the  costs  of  capital
      improvements and  replacements.  The balance of these accounts at December
      31, 2000, is approximately $62,000 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 establishes  standards
for related disclosures about products and services, geographic areas, and major
customers.   (See  "Note  J"  for  detailed  disclosures  of  the  Partnership's
segments).

Advertising:  The  Partnership  expenses  the cost of  advertising  as incurred.
Advertising  costs of  approximately  $70,000  and  $59,000  for the years ended
December 31, 2000 and 1999,  respectively,  were charged to operating expense as
incurred.

Note B - Transfer of Control

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

Note C - Mortgage Notes Payable

The principle terms of mortgage notes payable are as follows:
<TABLE>
<CAPTION>

                           Principal     Monthly                            Principal
                          Balance At     Payment     Stated                  Balance
                         December 31,   Including   Interest   Maturity      Due At
Property                     2000       Interest      Rate       Date       Maturity
                              (in thousands)                             (in thousands)

Deer Creek Apartments
<S>                         <C>           <C>        <C>       <C>           <C>
  1st mortgage              $ 6,025       $  43      7.33%     11/2003       $ 5,779

Georgetown Apartments
  1st mortgage                5,087          41      7.83%     10/2003         4,806
  2nd mortgage                  173           1      7.83%     10/2003           173

Landmark Apartments
  1st mortgage                6,312          45      7.33%     11/2003         6,054
                             17,597       $ 130                              $16,812
Less unamortized
  discounts                     (45)
                            $17,552
</TABLE>

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, 2000, are as follows (in thousands):

                                     2001      $   261
                                     2002          281
                                     2003       17,055
                                               $17,597

Note D - 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):

                                          2000          1999

Net income as reported                   $ 2,766      $ 1,098
Add (deduct):
  Depreciation differences                 1,043        1,161
  Unearned income                            (73)          58
  Accrued audit                              (11)          25
  Other                                      (26)        (168)
  Gain on sale of discontinued
   Operations                               (660)          --

Federal taxable income                   $ 3,039      $ 2,174

Federal taxable income per limited
  partnership unit                       $ 30.15      $ 21.47


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

Net deficit as reported                        $(7,496)
Land and buildings                               2,428
Accumulated depreciation                        (3,155)
Syndication and distribution costs               6,148
Unearned income                                    136
Other                                               63
Net liabilities - Federal tax basis            $(1,876)

Note E - 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.  The  following  payments were paid or
accrued to the Managing  General  Partner and affiliates  during the years ended
December 31, 2000 and 1999:

                                                              2000       1999
                                                              (in thousands)

   Property management fees (included in
     operating expenses)                                     $ 348      $ 339
   Reimbursement for services of affiliates (included in
     operating expense, general and administrative
     expense, and investment properties)                       206        262
   Due to affiliate                                             81        228
   Disposition fee (included in general partner
     distribution)                                              86         --

During the years ended  December 31, 2000 and 1999,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Registrant's  residential properties for providing property management services.
The Registrant paid to such affiliates  approximately  $348,000 and $339,000 for
the years ended December 31, 2000 and 1999, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $206,000 and
$262,000 for the years ended December 31, 2000 and 1999, respectively.

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. The amount
of the fee for the years  ended  December  31,  2000 and 1999 was  approximately
$81,000 and $228,000, respectively. It is included in "Due to affiliates" on the
consolidated balance sheet.

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.

Angeles Mortgage  Investment  Trust,  ("AMIT"),  a real estate investment trust,
provided  financing (the "AMIT Loan") to the Princeton Meadows Golf Course Joint
Venture (see "Note G"). Pursuant to a series of transactions,  affiliates of the
Managing General Partner acquired ownership  interests in AMIT. On September 17,
1998,  AMIT was  merged  with and into IPT,  the  entity  which  controlled  the
Managing  General  Partner.  Effective  February 26,  1999,  IPT was merged into
AIMCO.  As a result,  AIMCO became the holder of the AMIT loan.  On February 26,
1999,  Princeton  Meadows Golf Course was sold to an  unaffiliated  third party.
Upon closing,  the AMIT principal balance of $1,567,000 plus accrued interest of
approximately $17,000 was paid off.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 56,439 limited partnership units in
the Partnership  representing  56.56% of the  outstanding  units at December 31,
2000. 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 limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private  purchases or tender offers.  In this regard, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by  affiliates  of AIMCO for a purchase  price of $165.00 per Unit.  Pursuant to
this  offer,  AIMCO  acquired an  additional  815 units  resulting  in its total
ownership  being  increased to 57,254  units or 57.38% of the total  outstanding
units. 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  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  56.56% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
their affiliation with the Managing General Partner.

Note F - Real Estate 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          $ 6,025         $  953      $ 8,863         $ 3,011
Georgetown Apartments            5,260            293        6,545           1,340
Landmark Apartments              6,312            738        9,885           2,106
Totals                         $17,597        $ 1,984      $25,293         $ 6,457
</TABLE>

<TABLE>
<CAPTION>

                          Gross Amount At Which Carried
                              At December 31, 2000
                                 (in thousands)

                                  Buildings
                                 And Related
                                   Personal               Accumulated     Date    Depreciable
      Description         Land     Property     Total     Depreciation  Acquired  Life-Years
                                                         (in thousands)
<S>                      <C>       <C>         <C>          <C>         <C>   <C>  <C>
Deer Creek               $  953    $11,874     $12,827      $ 8,124     09/28/83   5-20 yrs
Georgetown                  293      7,885       8,178        6,111     11/21/83   5-20 yrs
Landmark                    738     11,991      12,729       10,102     12/16/83   5-20 yrs

Totals                   $1,984    $31,750     $33,734      $24,337
</TABLE>

Reconciliation of "Investment Properties and Accumulated Depreciation":

                                                Years Ended December 31,
                                                  2000            1999
                                                     (in thousands)
Investment Properties
Balance at beginning of year                    $37,705          $36,790
   Property improvements                          1,352            1,065
   Sale of investment property                   (5,323)              --
   Write-offs due to replacements                    --             (150)
Balance at end of year                          $33,734          $37,705

Accumulated Depreciation
Balance at beginning of year                    $27,503          $25,859
   Additions charged to expense                   1,739            1,759
   Sale of investment property                   (4,905)              --
   Write-offs due to replacements                    --             (115)
Balance at end of year                          $24,337          $27,503

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2000 and 1999,  is  approximately  $36,162,000  and  $41,779,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2000 and 1999, is  approximately  $27,492,000  and  $32,532,000,
respectively.

Note G - Investment in Joint Venture

The  Partnership had a 14.4%  investment in Princeton  Meadows Golf Course Joint
Venture ("Joint Venture"). On February 26, 1999, the Joint Venture sold its only
investment  property,  Princeton Meadows Golf Course,  to an unaffiliated  third
party.  The sale  resulted in net  proceeds of  approximately  $3,411,000  after
payment of closing  costs,  and  repayment  of  mortgage  principal  and accrued
interest. The Joint Venture recorded a gain on sale of approximately  $3,090,000
after the write-off of undepreciated  fixed assets. In connection with the sale,
a commission of approximately  $153,000 was paid to the Joint Venture's managing
general   partner  in  accordance   with  the  Joint  Venture   Agreement.   The
Partnership's  1999 pro-rata share of this gain was  approximately  $445,000 and
its equity in loss on operations of the Joint Venture  amounted to approximately
$26,000.  The Joint  Venture  also  recognized  an  extraordinary  loss on early
extinguishment  of debt of approximately  $7,000 as a result of unamortized loan
costs being written off. The Partnership's  pro-rata share of this extraordinary
loss is approximately $1,000.

The  condensed  statement of  operations of the Joint Venture for the year ended
December 31, 1999, is summarized as follows (in thousands):

                                                 Year Ended
                                                December 31,
                                                    1999

Revenues                                           $  104
Costs and expenses                                   (283)
Loss before gain on sale of
  investment property and extraordinary
  loss on extinguishment of debt                     (179)
Gain on sale of investment property                 3,090
Extraordinary loss on extinguishment
  of debt                                              (7)
Net income                                        $ 2,904

The  Partnership's  14.4% equity interest in the income of the Joint Venture for
the year ended December 31, 1999 was approximately  $419,000. Due to the sale of
Princeton  Meadows  Golf  Course in  February  1999,  the Joint  Venture  had no
operations during the year ended December 31, 2000.  Therefore,  the Partnership
did not  recognize  any equity in income of the Joint Venture for the year ended
December  31,  2000.  The  Partnership   liquidated  all  remaining  assets  and
liabilities of the Joint Venture during the fourth quarter of 2000.

Note H - Sale of Discontinued Operation

In March 2000, Atlanta Crossing Shopping center, located in Montgomery, Alabama,
was sold to an  unaffiliated  party for  $2,875,000.  After  payment  of closing
expenses,  the net sales proceeds received by the Partnership were approximately
$2,760,000.  For financial  statement  purposes,  the sale resulted in a gain of
approximately  $2,064,000,  which was recognized  during the year ended December
31, 2000.

Note H - Sale of Discontinued Operation (continued)

Atlanta Crossing  Shopping Center was the only commercial  property owned by the
Partnership and represented one segment of the Partnership's operations.  Due to
the sale of this property, the results of the commercial segment have been shown
as  income  from  discontinued  operation  on  the  consolidated  statements  of
operations.  Revenues of this property were approximately  $199,000 and $563,000
for the years  ended  December  31,  2000 and 1999,  respectively.  Income  from
operations was approximately  $121,000 and $111,000 for the years ended December
31, 2000 and 1999, respectively.

Note I - Distributions

During the year ended  December 31, 2000,  the  Partnership  paid a distribution
that  was  accrued  in  December  1999  of  approximately  $1,500,000  of  which
approximately  $1,074,000  (approximately  $1,063,000 to the limited partners or
$10.65 per  limited  partnership  unit) was from  operations  and  approximately
$426,000  (approximately  $422,000 to the limited  partners or $4.23 per limited
partnership  unit) was from  proceeds  from the sale of  Princeton  Meadows Golf
Course Joint Venture.  During the year ended December 31, 2000, the  Partnership
declared  and paid  distributions  of  approximately  $5,504,000  (approximately
$5,364,000 to the limited  partners or $53.76 per limited  partnership  unit) of
which approximately $2,758,000 (approximately $2,732,000 to the limited partners
or $27.38 per limited  partnership  unit) was from operations and  approximately
$2,746,000  (approximately  $2,632,000  to the  limited  partners  or $26.38 per
limited  partnership  unit) was from proceeds from the sale of Atlanta  Crossing
Shopping Center. Pursuant to the Partnership Agreement,  the Partnership accrued
and paid a distribution of approximately $86,000 to the Managing General Partner
related  to the  sale  of  Atlanta  Crossing  Shopping  Center  in  March  2000.
Subsequent to December 31, 2000, the Partnership declared and paid distributions
of  approximately  $535,000  (approximately  $530,000 to the limited partners or
$5.31 per  limited  partnership  unit)  from  operations.  During the year ended
December 31, 1999, the Partnership paid a distribution in the amount of $700,000
(approximately $693,000 to the limited partners or $6.95 per limited partnership
unit) from operations.

Note J - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment  derives its revenues:  The  Partnership  had two  reportable  segments:
residential properties and commercial properties.  The Partnership's residential
property segment consists of three apartment complexes,  one each in New Jersey,
Indiana,  and North Carolina.  The Partnership  rents apartment units to tenants
for terms that are typically  twelve  months or less.  The  commercial  property
segment  consisted of a retail shopping  center located in Montgomery,  Alabama.
This  property  leased  space to a  discount  store,  various  specialty  retail
outlets,  and several  restaurants at terms ranging from twelve months to twenty
years.  The  commercial  property  was sold on March 15,  2000 (see  "Note  H").
Therefore, the commercial segment is reflected as discontinued operations.

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

Factors  management used to identify the enterprise's  reportable  segment:  The
Partnership's reportable segments are investment properties that offer different
products and  services.  The  reportable  segments  are each managed  separately
because they provide  distinct  services  with  different  types of products and
customers.

Segment information for the years 2000 and 1999 is shown in the tables below (in
thousands). The "Other" column includes Partnership administration related items
and income and expense not allocated to the reportable segments.
<TABLE>
<CAPTION>

2000                               Residential     Commercial      Other      Totals
                                                 (discontinued)
<S>                                  <C>              <C>            <C>     <C>
Rental income                        $ 6,493          $  --          $ --    $ 6,493
Other income                             378             --            47        425
Interest expense                       1,398             --            --      1,398
Depreciation                           1,739             --            --      1,739
General and administrative
  expense                                 --             --           419        419
Income from discontinued
  operation                               --            121            --        121
Gain on sale of discontinued
  operation                               --          2,064            --      2,064
Segment profit (loss)                    953          2,185          (372)     2,766
Total assets                          11,007             --            83     11,090
Capital expenditures for
  investment properties                1,346              6            --      1,352


1999                               Residential     Commercial      Other      Totals
                                                 (discontinued)
Rental income                        $ 6,370          $  --          $ --    $ 6,370
Other income                             344             --            53        397
Interest expense                       1,439             --            --      1,439
Depreciation                           1,616             --            --      1,616
General and administrative
  expense                                 --             --           532        532
Equity in income of joint
  venture                                 --             --           419        419
Equity in extraordinary loss on
  the early extinguishment of
  debt of joint venture                   --             --            (1)        (1)
Income from discontinued
  operation                               --            111            --        111
Segment profit (loss)                  1,048            111           (61)     1,098
Total assets                          12,921            833         2,106     15,860
Capital expenditures for
  investment properties                1,060              5            --      1,065
</TABLE>

Note K - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  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 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 Insignia  Merger.  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
and  defendants  are  scheduled to respond to the complaint by March 2, 2001. On
March 2, 2001, the Managing  General Partner and its affiliates filed a demurrer
to the third amended complaint. The Managing General Partner does not anticipate
that  costs  associated  with this case will be  material  to the  Partnership's
overall operations.

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

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

        None.


<PAGE>


                                    PART III

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

The names of the directors and 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,  2000,  their  ages and the  nature of all  positions  with ARC II
presently held by them are as follows:

       Name                  Age    Position

       Patrick J. Foye        43    Executive Vice President and Director

       Martha L. Long         41    Senior Vice President and Controller

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

Martha L. Long has been Senior Vice  President  and  Controller  of the Managing
General  Partner since October 1998 as a result of the  acquisition  of Insignia
Financial  Group,  Inc. As of February 2001, Ms. Long was also appointed head of
the service  business for AIMCO.  From June 1994 until January 1997, she was the
Controller for Insignia, and was promoted to Senior Vice President - Finance and
Controller in January 1997,  retaining that title until October 1998.  From 1988
to June 1994,  Ms. Long was Senior Vice  President and  Controller for The First
Savings Bank, FSB in Greenville, South Carolina.

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 generally  accepted
accounting  principles,  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
generally  accepted  auditing  standards.   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 has approved the
inclusion of the audited  financial  statements  in the Form 10-KSB for the year
ended December 31, 2000 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 the current
fiscal  year.  Fees for the last  fiscal  year were  annual  audit  services  of
approximately  $53,000  and  non-audit  services  (principally  tax-related)  of
approximately $27,000.

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, 2000.

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, 2000.

         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)               37,677           37.76%

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 2000 South Colorado Boulevard, Denver, Colorado 80222.

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.  The  following  payments were paid or
accrued to the Managing  General  Partner and affiliates  during the years ended
December 31, 2000 and 1999:

                                                              2000       1999
                                                              (in thousands)

   Property management fees                                  $ 348      $ 339
   Reimbursement for services of affiliates                    206        262
   Due to affiliate                                             81        228
   Disposition fee                                              86         --

During the years ended  December 31, 2000 and 1999,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Registrant's  residential properties for providing property management services.
The Registrant paid to such affiliates  approximately  $348,000 and $339,000 for
the years ended December 31, 2000 and 1999, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $206,000 and
$262,000 for the years ended December 31, 2000 and 1999, respectively.

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. The amount
of the fee for the years  ended  December  31,  2000 and 1999 was  approximately
$81,000 and $228,000, respectively. It is included in "Due to affiliates" on the
consolidated balance sheet.

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.

Angeles Mortgage  Investment  Trust,  ("AMIT"),  a real estate investment trust,
provided  financing to the Princeton  Meadows Golf Course Joint Venture  ("Joint
Venture")  (see "Part II. Item 7. Financial  Statements,  Note G - Investment in
Joint  Venture").  Pursuant  to a  series  of  transactions,  affiliates  of the
Managing General Partner acquired ownership  interests in AMIT. On September 17,
1998,  AMIT was  merged  with and into IPT,  the  entity  which  controlled  the
Managing  General  Partner.  Effective  February 26,  1999,  IPT was merged into
AIMCO.  As a result,  AIMCO became the holder of the AMIT loan.  On February 26,
1999,  Princeton  Meadows Golf Course was sold to an  unaffiliated  third party.
Upon closing,  the AMIT principal balance of $1,567,000 plus accrued interest of
approximately $17,000 was paid off.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 56,439 limited partnership units in
the Partnership  representing  56.56% of the  outstanding  units at December 31,
2000. 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 limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private  purchases or tender offers.  In this regard, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by  affiliates  of AIMCO for a purchase  price of $165.00 per Unit.  Pursuant to
this  offer,  AIMCO  acquired an  additional  815 units  resulting  in its total
ownership  being  increased to 57,254  units or 57.38% of the total  outstanding
units. 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  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  56.56% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
their affiliation with the Managing General Partner.

                                     PART IV


Item 13.  Exhibits and Reports on Form 8-K

      (a) Reports on Form 8-K filed in the fourth quarter of calendar year 2000:

          None.



<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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President
                                          and Controller


                                    Date:


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:
Patrick J. Foye         and Director


/s/Martha L. Long       Senior Vice President         Date:
Martha L. Long          and Controller


<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

     10.1      Agreement of Purchase and Sale of Real  Property  with Exhibits -
               Executive  Plaza  filed  in Form 8K  dated  September  27,  1983,
               incorporated herein by reference

     10.2      Agreement of Purchase and Sale of Real  Property  with Exhibits -
               Atlanta Crossing Shopping Center filed in Form 8K dated September
               27, 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

     10.6      Multifamily  Note - Deer Creek  Apartments,  dated June 11,  1986
               filed in Form 10K dated February 25, 1987, incorporated herein by
               reference.

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

     10.8      Additional Financing - Deer Creek Apartments, dated September 22,
               1987.  Funded  November  1988  filed in Form 10K dated  March 29,
               1989, incorporated herein by reference

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

     10.10     Purchase and Sale  Agreement  with Exhibits - dated July 26, 1991
               between  Princeton Golf Course Joint Venture and Lincoln Property
               Company  No.  199  filed  in Form  10-K  dated  March  27,  1992,
               incorporated herein by reference

     10.11     Princeton  Golf Course Joint  Venture  Agreement  with Exhibits -
               dated August 21, 1991 between the  Partnership,  Angeles Partners
               XI and  Angeles  Partners  XII filed in Form 10-K dated March 27,
               1992, 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

     10.13     Deed in Lieu of Foreclosure  between  Executive  Plaza,  L.P. and
               Capshaw  Investment   Company,   L.L.C.  dated  March  20,  1995,
               incorporated herein by reference

     10.14     Multifamily  Note - Deercreek  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

     10.15     Multifamily  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

     10.16     Purchase  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.

     10.17     Amendment 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.

     10.18     Second   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.