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

                                  Form 10-QSB/A

(Mark One)
[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934

                 For the quarterly period ended September 30, 2002


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


                For the transition period from _________to _________

                         Commission file number 0-14248


                              ANGELES PARTNERS XIV
         (Exact name of small business issuer as specified in its charter)



         California                                             95-3959771
(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)


The issuer  recently  discovered  that it had  inadvertently  omitted  conformed
signatures on certain certifications included in its 10-QSB filing made November
14, 2002.  Original  signatures were complete and on file with the issuer at the
time the 10-QSB filing was made in November;  however,  due to a clerical error,
conformed  signatures were not included in the electronic filing. This amendment
is being filed solely to correct this inadvertent clerical error.

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS



                              ANGELES PARTNERS XIV
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                        (in thousands, except unit data)

                               September 30, 2002


<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 910
   Receivables and deposits                                                      443
   Restricted escrows                                                            193
   Other assets                                                                  195
   Investment properties:
      Land                                                     $ 2,243
      Buildings and related personal property                   26,952
                                                                29,195
      Less accumulated depreciation                            (22,301)        6,894
                                                                            $ 8,635

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 45
   Tenant security deposit liabilities                                           120
   Accrued property taxes                                                        372
   Accrued interest (including $4,633 in default)                              9,906
   Due to affiliates (Note C)                                                  2,486
   Other liabilities                                                             281
   Notes payable (including $6,981 in default)                                28,656

Partners' Deficit
   General partners                                            $ (734)
   Limited partners (43,401 units issued and
      outstanding)                                             (32,497)      (33,231)
                                                                            $ 8,635


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>






                              ANGELES PARTNERS XIV
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>

                                          Three Months Ended       Nine Months Ended
                                             September 30,           September 30,
                                           2002        2001        2002        2001
Revenues:
<S>                                       <C>         <C>         <C>         <C>
    Rental income                         $ 1,242     $ 1,287     $ 3,791     $ 3,791
    Other income                               74          73         206         239
      Total revenues                        1,316       1,360       3,997       4,030

Expenses:
   Operating                                  427         471       1,320       1,349
   General and administrative                  66          71         211         227
   Depreciation                               342         348       1,057       1,046
   Interest                                   870         843       2,733       2,577
   Property taxes                             144          90         354         302
      Total expenses                        1,849       1,823       5,675       5,501

Net loss                                  $ (533)     $ (463)     $(1,678)    $(1,471)

Net loss allocated to general
   partners (1%)                           $ (5)       $ (5)       $ (17)      $ (15)
Net loss allocated to limited
   partners (99%)                            (528)       (458)     (1,661)     (1,456)

                                          $ (533)     $ (463)     $(1,678)    $(1,471)

Net loss per limited partnership unit     $(12.16)    $(10.55)    $(38.26)    $(33.53)

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


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


<TABLE>
<CAPTION>

                                      Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners      Total

<S>                                    <C>             <C>       <C>         <C>
Original capital contributions         44,390          $ 1       $ 44,390    $ 44,391

Partners' deficit at
   December 31, 2001                   43,411         $ (710)    $(30,836)   $(31,546)

Distribution to partners                   --             (7)          --          (7)

Net loss for the nine months
   ended September 30, 2002                --            (17)      (1,661)     (1,678)

Abandonment of Limited
   Partnership Units (Note E)             (10)            --           --          --

Partners' deficit at
   September 30, 2002                  43,401         $ (734)    $(32,497)   $(33,231)

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>




                              ANGELES PARTNERS XIV
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                   Nine Months Ended
                                                                     September 30,
                                                                    2002         2001
Cash flows from operating activities:
<S>                                                               <C>          <C>
  Net loss                                                        $(1,678)     $(1,471)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
     Depreciation                                                   1,057        1,046
     Amortization of loan costs                                        18           23
     Change in accounts:
      Receivables and deposits                                       (157)        (224)
      Other assets                                                     70           43
      Accounts payable                                                 (5)         (58)
      Tenant security deposit liabilities                              (9)           3
      Accrued property taxes                                           81          197
      Accrued interest                                                450          344
      Due to affiliates                                               396          229
      Other liabilities                                               122           47

         Net cash provided by operating activities                    345          179

Cash flows from investing activities:
  Property improvements and replacements                             (301)        (354)
  Net deposits to restricted escrows                                  (36)         (35)

         Net cash used in investing activities                       (337)        (389)

Cash flows from financing activities:
  Principal payments on notes payable                                (268)        (369)
  Advance from affiliate                                               --          150
  Distribution to partners                                             (7)          (7)

         Net cash used in financing activities                       (275)        (226)

Net decrease in cash and cash equivalents                            (267)        (436)
Cash and cash equivalents at beginning of period                    1,177        1,497

Cash and cash equivalents at end of period                         $ 910       $ 1,061

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 1,975      $ 2,164

At September 30, 2002 and December 31, 2001,  approximately  $79,000 of property
improvements and replacements were included in Due to affiliates.

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                              ANGELES PARTNERS XIV
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Going Concern

The accompanying  unaudited consolidated financial statements have been prepared
assuming Angeles Partners XIV (the  "Partnership" or "Registrant") will continue
as a going  concern.  The  Partnership  continues to incur  recurring  operating
losses and suffers from inadequate liquidity.

In addition to mortgage loans  encumbering  the  Partnership's  properties,  the
Partnership is obligated under unsecured  working capital loans and two recourse
notes  payable to an affiliate of Angeles  Realty  Corporation  II, the managing
general partner of the Partnership (the "Managing General Partner").

The  unsecured  working  capital  loans  are  in  the  amount  of  approximately
$4,576,000 plus related accrued interest of approximately  $4,221,000 and are in
default  at  September  30,  2002 as a result of  non-payment  of  interest  and
principal  upon its  maturity in  November  1997.  These  loans were  payable to
Angeles Acceptance Pool, L.P. ("AAP").  During the year ended December 31, 2000,
AAP  transferred  ownership  of the loans to Saticoy  Investments  Company,  LLC
("Saticoy"), a wholly owned entity of The PNL Companies.  During the nine months
ended September 30, 2002,  Saticoy  transferred  ownership (see "Note D") of the
loans to AIMCO  Properties,  L.P., an affiliate of the Managing General Partner.
This indebtedness is recourse to the Partnership.

During the year ended December 31, 2001, the Managing  General  Partner signed a
forebearance  agreement  with Saticoy.  The Managing  General  Partner agreed to
market Waterford Square Apartments for sale. The forebearance  period began June
1, 2001 and was to end the earlier of March 1, 2002 or the date Waterford Square
Apartments  was sold.  The  Managing  General  Partner  and  Saticoy  negotiated
extensions of the  forebearance  agreement  until July 1, 2002, at which time it
expired.  The Partnership  continues to market Waterford  Square  Apartments for
sale and upon the sale, the sale proceeds,  after deducting  reasonable  closing
costs,  will be used to repay the first lien  mortgage  debt on the property and
repay certain  Angeles  Mortgage  Investment  Trust ("AMIT") debt. Any remaining
sales proceeds will be used to repay the unsecured working capital loans.

In addition the  Partnership has two notes which are recourse to the Partnership
and are owed to an  affiliate of the Managing  General  Partner.  One of the two
notes totaling  approximately  $2,405,000  originally matured in March 1998. The
Managing  General Partner  negotiated with the holder of the note to extend this
indebtedness  through  March  2002.  This loan in the  amount  of  approximately
$2,405,000  plus  accrued  interest of  approximately  $412,000 is in default at
September 30, 2002 as a result of non-payment of interest and principal upon its
maturity in March 2002. It is anticipated that this  indebtedness will be repaid
with proceeds from the sale of Waterford Square  Apartments.  The remaining note
with a  principal  balance of  approximately  $4,765,000  matures in March 2003.
Accrued interest on this note is approximately $5,161,000 at September 30, 2002.

The  Partnership  realized a net loss of  approximately  $1,678,000 for the nine
months ended  September  30,  2002.  The Managing  General  Partner  expects the
Partnership to continue to incur such losses from  operations.  The  Partnership
generated cash from operations of approximately  $345,000 during the nine months
ended  September  30, 2002;  however,  this was primarily the result of accruing
interest of approximately $450,000 on its indebtedness.

No  other  sources  of  additional   financing  have  been   identified  by  the
Partnership,  nor does the  Managing  General  Partner  have any other  plans to
remedy the liquidity  problems the  Partnership is currently  experiencing.  The
Managing  General Partner  anticipates  that Fox Crest  Apartments and Waterford
Square  Apartments  will generate  sufficient cash flows during 2002 to meet all
property  operating  expenses,  property debt service  requirements on the first
mortgage loans and to fund capital expenditures.  However, these cash flows will
be insufficient to service the Partnership indebtedness. If the Managing General
Partner is unsuccessful in its efforts to restructuring these loans, then it may
be forced to liquidate the Partnership.

As a result of the above,  there is  substantial  doubt about the  Partnership's
ability to continue as a going concern. The consolidated financial statements do
not  include  any  adjustments  to reflect the  possible  future  effects on the
recoverability  and  classification of assets or amounts and  classifications of
liabilities that may result from these uncertainties.

Note B - Basis of Presentation

The accompanying  unaudited consolidated financial statements of the Partnership
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information and with the instructions to Form 10-QSB and
Item  310(b) of  Regulation  S-B.  Accordingly,  they do not  include all of the
information and footnotes required by generally accepted  accounting  principles
for  complete  financial  statements.   The  Managing  General  Partner  of  the
Partnership  is an affiliate  of Apartment  Investment  and  Management  Company
("AIMCO"), a publicly traded real estate investment trust. In the opinion of the
Managing  General  Partner,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three and nine month periods ended September 30, 2002
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal year ending  December 31,  2002.  For further  information,  refer to the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Partnership's  Annual  Report on Form 10-KSB for the fiscal year ended  December
31, 2001.

Note C - 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 (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.

As compensation for providing property  management  services,  affiliates of the
Managing  General  Partner were  entitled to receive 5% of gross  receipts  from
Foxcrest  Apartments  during the nine months ended  September 30, 2002 and 2001,
and 6% of gross  receipts from  Waterford  Square  Apartments for the six months
ended June 30, 2001.  Effective July 1, 2001, the rate was increased to 7.82% of
gross receipts.  The Partnership paid to such affiliates  approximately $266,000
and  $234,000  for  the  nine  months  ended   September   30,  2002  and  2001,
respectively, which are included in operating expenses.

Affiliates   of  the  Managing   General   Partner  were   eligible  to  receive
reimbursements of accountable administrative expenses amounting to approximately
$153,000 and $281,000  for the nine months  ended  September  30, 2002 and 2001,
respectively,  which are  included in general and  administrative  expenses  and
investment   properties.   Included  in  these   amounts  are  fees  related  to
construction  management  services  provided  by an  affiliate  of the  Managing
General Partner of  approximately  $3,000 and $126,000 for the nine months ended
September 30, 2002 and 2001,  respectively.  The construction management service
fees are  calculated  based on a percentage  of current  additions to investment
properties.  The Partnership  owed the affiliates  approximately  $2,085,000 and
$1,887,000 at September 30, 2002 and 2001,  respectively,  for  reimbursement of
accountable  administrative expenses. In addition, during 2002 affiliates of the
Managing  General  Partner decided to charge interest at prime plus 2% on unpaid
reimbursements  of  accountable  administrative  expenses  as allowed  under the
Partnership  Agreement.  Approximately  $238,000 was charged to interest expense
during the nine months ended September 30, 2002, of which approximately $140,000
related to 2001. There was no associated interest accrued at September 30, 2001.
These amounts are included in Due to affiliates at September 30, 2002 and 2001.

In accordance with the Partnership  Agreement,  the Managing General Partner has
made  advances to the  Partnership.  At September  30,  2002,  the amount of the
outstanding  loan  and  accrued  interest  was  approximately  $163,000,  and is
included in Due to affiliates at September 30, 2002. At September 30, 2001,  the
amount of the outstanding loan and accrued interest was approximately  $152,000.
Interest  is  charged  at  the  prime  rate  plus  2%.   Interest   expense  was
approximately  $8,000 for the nine  months  ended  September  30, 2002 and 2001,
respectively.

AMIT provided  financing  (the "AMIT Loans") to the  Partnership.  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 Insignia Properties Trust ("IPT"), the entity which controlled the Managing
General Partner.  Effective  February 26, 1999, IPT was merged into AIMCO. Thus,
AIMCO is the current  holder of the AMIT Loans.  The  principal  balances on the
AMIT Loans total approximately $7,170,000 at September 30, 2002, accrue interest
at a rate of 12.5% per annum and are recourse to the Partnership. One of the two
notes totaling  approximately  $2,405,000  originally matured in March 1998. The
Managing  General  Partner  negotiated  with  AMIT to extend  this  indebtedness
through March 2002. The Partnership is currently in default with respect to this
note as a result of  non-payment  of interest and principal upon its maturity in
March  2002.  It is  anticipated  that this  indebtedness  will be  repaid  with
proceeds from the sale of Waterford Square Apartments. The remaining note with a
principal  balance of  approximately  $4,765,000  matures in March  2003.  Total
interest expense on the AMIT Loans was  approximately  $1,179,000 and $1,129,000
for the nine  months  ended  September  30, 2002 and 2001,  respectively.  Total
interest paid on the AMIT Loans was approximately  $960,000 and $978,000 for the
nine months ended September 30, 2002 and 2001,  respectively.  Accrued  interest
was approximately $5,573,000 at September 30, 2002.

As discussed in Note D below,  an  affiliate  of the  Managing  General  Partner
purchased the unsecured  working  capital loans  effective July 1, 2002. Both of
the loans are in default at September 30, 2002.  The total amount due under this
obligation was  approximately  $4,576,000 plus accrued interest of approximately
$4,221,000  at September  30, 2002.  Total  interest  expense on these loans was
approximately  $78,000 for the three months ended September 30, 2002. There were
no payments of interest during the three months ended September 30, 2002.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing  General  Partner.  During the nine months ended
September  30,  2002 and 2001,  the  Partnership  was  charged  by AIMCO and its
affiliates  approximately  $68,000  and  $56,000,  respectively,  for  insurance
coverage and fees associated with policy claims administration.

Note D - Notes Payable

In November  1992,  AAP, a Delaware  limited  partnership  which  controlled the
working capital loans previously  provided by Angeles Capital  Investment,  Inc.
("ACII"),  was  organized.  Angeles  Corporation  ("Angeles") is the 99% limited
partner  of AAP and  Angeles  Acceptance  Directives,  Inc.  ("AAD"),  which was
wholly-owned by Insignia Properties Trust ("IPT"), was the 1% general partner of
AAP,  until April 14, 1995. On April 14, 1995, as part of a settlement of claims
between affiliates of the Managing General Partner and Angeles,  AAD resigned as
general  partner  of AAP and  simultaneously  received  a 0.5%  limited  partner
interest in AAP. An  affiliate  of Angeles now serves as the general  partner of
AAP.

The AAP working  capital loans funded the  Partnership's  operating  deficits in
prior years.  Total  indebtedness  was  approximately  $4,576,000,  plus accrued
interest of  approximately  $4,221,000,  at  September  30,  2002,  with monthly
interest accruing at the prime rate plus two percent.  Upon maturity on November
25,  1997,  the  Partnership  did not have the means with which to satisfy  this
maturing  debt  obligation.  During  the  year  ended  December  31,  2000,  AAP
transferred ownership of the loans to Saticoy.

During the three and nine months ended  September  30, 2002,  AIMCO  Properties,
L.P.,  an affiliate  of the  Managing  General  Partner  executed an  assignment
agreement  with  Saticoy  related to this debt.  An  affiliate  of the  Managing
General  Partner  purchased  the rights,  title and  interest  in the  unsecured
working capital loans,  including the judgment  against the Partnership for this
debt,  collectively  referred to as "the Assigned  Rights",  from  Saticoy.  The
Partnership does not have the means with which to satisfy this obligation and an
affiliate of the Managing General Partner has a judgment against the Partnership
for this debt. This indebtedness remains in default at September 30, 2002.

Total interest expense for these loans was  approximately  $232,000 and $346,000
for the nine months ended September 30, 2002 and 2001, respectively.

During the year ended December 31, 2001, the Managing  General  Partner signed a
forebearance  agreement  with Saticoy.  The Managing  General  Partner agreed to
market Waterford Square Apartments for sale. The forebearance  period began June
1, 2001 and was to end the earlier of March 1, 2002 or the date Waterford Square
Apartments  was sold.  The  Managing  General  Partner  and  Saticoy  negotiated
extensions of the  forebearance  agreement  until July 1, 2002, at which time it
expired.  The Partnership  continues to market Waterford  Square  Apartments for
sale and upon the sale, the sale proceeds,  after deducting  reasonable  closing
costs,  will be used to repay the first lien  mortgage  debt on the property and
repay certain AMIT debt. Any remaining  sales proceeds will be used to repay the
unsecured working capital loans.

<PAGE>

Note E - Abandonment of Limited Partnership Units

During  the nine  months  ended  September  30,  2002,  the  number  of  Limited
Partnership  Units  decreased by 10 units,  due to Limited  Partners  abandoning
their Limited  Partnership  Units. In abandoning his or her Limited  Partnership
Units,  a Limited  Partner  relinquishes  all right,  title and  interest in the
Partnership  as of the date of  abandonment.  However,  the  Limited  Partner is
allocated  his or her  share  of loss  for  that  year.  The  loss  per  Limited
Partnership  Unit in the accompanying  consolidated  statements of operations is
calculated  based on the number of units  outstanding  at the  beginning  of the
year.

Note F - Legal Proceedings

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

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

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

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

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

<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for forward-looking  statements in certain circumstances.  The matters discussed
in this report contain certain forward-looking  statements,  including,  without
limitation,  statements regarding future financial performance and the effect of
government regulations. The discussions of the Registrant's business and results
of operations,  including forward-looking statements pertaining to such matters,
do not take into account the effects of any changes to the Registrant's business
and  results of  operations.  Actual  results may differ  materially  from those
described in the forward-looking statements and will be affected by a variety of
risks and factors  including,  without  limitation:  national and local economic
conditions; the terms of governmental regulations that affect the Registrant and
interpretations of those regulations;  the competitive  environment in which the
Registrant  operates;  financing risks,  including the risk that cash flows from
operations  may be  insufficient  to meet  required  payments of  principal  and
interest;  real estate risks, including variations of real estate values and the
general  economic  climate in local markets and  competition for tenants in such
markets; and possible environmental liabilities. Readers should carefully review
the Registrant's financial statements and the notes thereto, as well as the risk
factors  described in the documents the Registrant  files from time to time with
the Securities and Exchange Commission.

The Partnership's  investment properties consist of two apartment complexes. The
following table sets forth the average  occupancy of the properties for the nine
months ended September 30, 2002 and 2001:

                                                 Average Occupancy
      Property                                   2002       2001

      Waterford Square Apartments                96%        96%
        Huntsville, Alabama
      Fox Crest Apartments                       96%        98%
        Waukegan, Illinois

Results of Operations

The  Partnership's  net loss for the three and nine months ended  September  30,
2002 was approximately $533,000 and $1,678,000, respectively, as compared to net
losses of approximately $463,000 and $1,471,000, respectively, for the three and
nine months  ended  September  30,  2001.  The increase in net loss for both the
three and nine months  ended  September  30, 2002 is due to an increase in total
expenses and a decrease in total  revenues.  The increase in total  expenses for
both the three and nine months ended  September  30, 2002 is due to increases in
both  interest and property tax expense,  partially  offset by decreases in both
operating and general and administrative expense.  Depreciation expense remained
relatively constant for the comparable periods.

The  increase  in  interest  expense is  primarily  the result of the accrual of
interest on unpaid  reimbursements  of  accountable  administrative  expenses to
affiliates of the Managing  General  Partner,  partially offset by a decrease in
interest  expense  due to lower  outstanding  principal  balances as a result of
scheduled payments made on the properties' mortgages,  the repayment during 2001
of one of the  AMIT  loans,  and  payments  made on the  remaining  AMIT  loans.
Property tax expense increased  primarily due to the timing of tax bills,  which
affected the tax accruals at both of the  Partnership's  investment  properties.
Operating expenses decreased  primarily due to a decrease in maintenance expense
at both properties. The decrease in operating expenses for the nine months ended
September  30, 2001 was partially  offset by an increase in  management  fees at
Waterford Square Apartments.

General and  administrative  expenses  decreased  primarily due to a decrease in
professional fees associated with the management of the Partnership. Included in
general  and  administrative  expenses at both  September  30, 2002 and 2001 are
management  reimbursements  to the Managing  General  Partner  allowed under the
Partnership   Agreement,   costs   associated  with  the  quarterly  and  annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement.

The decrease in total revenues for the three months ended  September 30, 2002 is
due to a decrease in rental income,  which remained constant for the nine months
ended  September  30, 2002.  The decrease in total  revenues for the nine months
ended  September 30, 2002 is due to a decrease in other income,  which  remained
constant for the three months ended  September 30, 2002.  The decrease in rental
income for the three  months  ended  September  30, 2002 is  primarily  due to a
decrease in occupancy at both  properties  and a decrease in the average  rental
rate at  Waterford  Square  Apartments,  partially  offset by an increase in the
average  rental rate at Fox Crest  Apartments.  The decrease in other income for
the nine  months  ended  September  30, 2002 is  primarily  due to a decrease in
interest  income  resulting  from lower  average  balances in  interest  bearing
accounts.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  continues  to monitor  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
expenses. As part of this plan, the Managing General Partner attempts to protect
the Partnership  from the burden of  inflation-related  increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due to
changing market  conditions,  which can result in the use of rental  concessions
and  rental  reductions  to  offset  softening  market  conditions  there  is no
guarantee that the Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At  September  30,  2002,  the  Registrant  had  cash and  cash  equivalents  of
approximately $910,000 as compared to approximately  $1,061,000 at September 30,
2001. The decrease in cash and cash  equivalents of  approximately  $267,000 for
the nine months ended  September  30,  2002,  from the  Registrant's  year ended
December 31, 2001,  is due to  approximately  $337,000 of cash used in investing
activities  and  approximately  $275,000 of cash used in  financing  activities,
partially  offset  by  approximately  $345,000  of cash  provided  by  operating
activities. Cash used in investing activities consisted of property improvements
and  replacements and net deposits to restricted  escrow accounts  maintained by
the mortgage lender. Cash used in financing  activities consisted of payments of
principal on the mortgages  encumbering  the  Registrant's  properties and, to a
lesser  extent,  a  distribution  to the  general  partner of  Waterford  Square
Apartments, Ltd. The Registrant invests its working capital reserves in interest
bearing accounts.

The accompanying  unaudited consolidated financial statements have been prepared
assuming the  Partnership  will  continue as a going  concern.  The  Partnership
continues  to incur  recurring  operating  losses and  suffers  from  inadequate
liquidity.  Unsecured  working  capital loans of  approximately  $4,576,000 plus
accrued  interest of  approximately  $4,221,000  are in default at September 30,
2002, as a result of  nonpayment of interest and principal  upon its maturity in
November  1997.  These  loans  were  payable to Angeles  Acceptance  Pool,  L.P.
("AAP").  During the year ended December 31, 2000, AAP transferred  ownership of
the loans to Saticoy.  During the nine months ended September 30, 2002,  Saticoy
transferred  ownership  (see  "Note  D") of the  loans  to an  affiliate  of the
Managing General Partner. This indebtedness is recourse to the Partnership.

During the year ended December 31, 2001, the Managing  General  Partner signed a
forebearance  agreement  with Saticoy.  The Managing  General  Partner agreed to
market Waterford Square Apartments for sale. The forebearance  period began June
1, 2001 and was to end the earlier of March 1, 2002 or the date Waterford Square
Apartments was sold. The Managing  General  Partner and Saticoy have  negotiated
extensions  of the  forebearance  agreement  until July 1, 2002 at which time it
expired.  The Partnership  continues to market Waterford  Square  Apartments for
sale and upon the sale, the sale proceeds,  after deducting  reasonable  closing
costs,  will be used to repay the first lien  mortgage  debt on the property and
repay certain AMIT debt. Any remaining  sales proceeds will be used to repay the
unsecured working capital loans.

In addition the  Partnership has two notes which are recourse to the Partnership
and are owed to an  affiliate of the Managing  General  Partner.  One of the two
notes totaling  approximately  $2,405,000  originally matured in March 1998. The
Managing  General Partner  negotiated with the holder of the note to extend this
indebtedness  through  March  2002.  This loan in the  amount  of  approximately
$2,405,000  plus  accrued  interest of  approximately  $412,000 is in default at
September 30, 2002 as a result of non-payment of interest and principal upon its
maturity in March 2002. It is anticipated that this  indebtedness will be repaid
with proceeds from the sale of Waterford Square  Apartments.  The remaining note
with a  principal  balance of  approximately  $4,765,000  matures in March 2003.
Accrued interest on this note is approximately $5,161,000 at September 30, 2002.

No  other  sources  of  additional   financing  have  been   identified  by  the
Partnership,  nor does the  Managing  General  Partner  have any other  plans to
remedy the liquidity  problems the  Partnership is currently  experiencing.  The
Managing  General Partner  anticipates  that Fox Crest  Apartments and Waterford
Square  Apartments  will generate  sufficient cash flows during 2002 to meet all
property  operating  expenses,  property debt service  requirements on the first
mortgage loans and to fund capital expenditures.  However, these cash flows will
be  insufficient   to  provide  debt  service  for  the  unsecured   Partnership
indebtedness.  If the Managing General Partner is unsuccessful in its efforts to
restructure these loans, then it may be forced to liquidate the Partnership.

As a result of the above,  there is  substantial  doubt about the  Partnership's
ability to continue as a going concern.  The financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets or amounts and  classifications of liabilities that may
result from these uncertainties.

With  respect to the  Partnership's  two  apartment  complexes,  at present  the
properties generate sufficient revenue to meet property operating expenses.  The
Managing  General  Partner  monitors  developments  in the  area  of  legal  and
regulatory   compliance  and  is  studying  new  federal  laws,   including  the
Sarbanes-Oxley  Act of 2002. The Sarbanes-Oxley Act of 2002 mandates or suggests
additional compliance measures with regard to governance,  disclosure, audit and
other areas.  In light of these changes,  the  Partnership  expects that it will
incur higher expenses related to compliance, including increased legal and audit
fees. Capital improvements planned for each of the Partnership's  properties are
detailed below.

Waterford Square Apartments

The Partnership has budgeted,  but is not limited to, approximately  $195,000 of
capital   improvements  at  Waterford  Square  Apartments  for  2002  consisting
primarily of floor covering and appliance replacements, cabinet upgrades and air
conditioning unit replacements. As of September 30, 2002, the property has spent
approximately  $160,000 on capital improvements  consisting primarily of cabinet
upgrades,  air conditioning unit replacements,  and floor covering  replacement.
These  improvements  were  funded  from  operations  and  replacement  reserves.
Additional  capital  improvements  may be  considered  and  will  depend  on the
physical  condition  of the  property  as  well  as the  anticipated  cash  flow
generated by the property and the availability of replacement reserves.

Fox Crest Apartments

The Partnership has budgeted,  but is not limited to, approximately  $191,000 of
capital  improvements at Fox Crest  Apartments for 2002 consisting  primarily of
roof replacement,  fencing upgrades,  parking area upgrades,  and floor covering
replacement.  As of  September  30, 2002,  the property has spent  approximately
$141,000  on capital  improvements  consisting  primarily  of roof  replacement,
parking area upgrades,  and floor covering replacement.  These improvements were
funded from operations and replacement reserves. Additional capital improvements
may be considered  and will depend on the physical  condition of the property as
well as the anticipated cash flow generated by the property.

The  additional  capital  improvements  planned  for  2002 at the  Partnership's
properties will be made only to the extent of cash available from operations and
Partnership reserves.

The existing first mortgage indebtedness,  working capital loans and amounts due
to AMIT are thought to be in excess of the value of the properties. (Pursuant to
a series of  transactions,  affiliates of the Managing  General Partner acquired
ownership  interests in AMIT as follows:  On September 17, 1998, AMIT was merged
with and into IPT;  effective  February  26,  1999,  IPT was merged  into AIMCO.
Accordingly,  AIMCO is the current  holder of the AMIT loans.) One AMIT note was
paid in full during 2001. One AMIT Note in the aggregate amount of approximately
$2,405,000 plus related accrued interest at 12.5% per annum  compounded  monthly
of  approximately  $412,000  matured  March  2002;  this note is recourse to the
Partnership  only. This loan requires  monthly  payments of excess cash flow, as
defined in the terms of the  promissory  note.  The  Partnership is currently in
default  with  respect to this note as a result of  non-payment  of interest and
principal  upon  its  maturity  in  March  2002.  It is  anticipated  that  this
indebtedness  will be repaid with  proceeds  from the sale of  Waterford  Square
Apartments.  The  Partnership's  other remaining note to AMIT for  approximately
$4,765,000,  plus accrued interest at 12.5% per annum compounded monthly, is due
March 2003 and does not require any payments until maturity. Accrued interest on
this  note as of  September  30,  2002 is  approximately  $5,161,000.  The first
mortgage loan encumbering  Waterford Square  Apartments,  which is guaranteed by
HUD, is scheduled to mature  November 2027. The first mortgage loan  encumbering
Fox Crest Apartments is scheduled to mature in May 2003, at which time a balloon
payment of $5,445,000 is due. The  Registrant is current in its payments on both
of these mortgages.  With respect to Fox Crest Apartments,  the Managing General
Partner  will attempt to refinance  such  indebtedness  and/or sell the property
prior to such maturity date. If the property  cannot be refinanced or sold for a
sufficient  amount,  the  Registrant  will risk  losing  such  property  through
foreclosure.

For the nine months ended September 30, 2002,  Waterford Square Apartments,  LTD
(a limited  partnership  in which the  Registrant  owns a 99%  interest)  made a
surplus  cash  distribution  of  approximately  $686,000 of which  approximately
$7,000 was paid to the Managing  General Partner which is the general partner of
Waterford Square Apartments,  Ltd. For the nine months ended September 30, 2001,
a surplus cash  distribution of  approximately  $701,000 of which  approximately
$7,000 was paid to the Managing  General Partner which is the general partner of
Waterford Square  Apartments,  Ltd. Future cash distributions will depend on the
levels of net cash generated from operations,  the availability of cash reserves
and the timing of debt  maturities,  refinancings  and/or  property  sales.  The
Registrant's  cash  available for  distribution  is reviewed on a monthly basis.
However,  based on the current  default  under the working  capital  loans,  the
current  default of one AMIT loan,  the pending  maturity of the other AMIT loan
and the first  mortgage  loan on Fox Crest  Apartments,  it is  unlikely  that a
distribution will be made by the Registrant in the foreseeable future.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 10,825 limited partnership units in
the Partnership  representing  24.94% of the outstanding  units at September 30,
2002.  These units were acquired  pursuant to tender offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
units of limited partnership interest in the Partnership in exchange for cash or
a combination of cash and units in the operating partnership of AIMCO. Under the
Partnership Agreement,  unitholders holding a majority of the units are entitled
to take action with respect to a variety of matters,  which would include voting
on certain  amendments  to the  Partnership  Agreement  and voting to remove the
Managing General  Partner.  Although the Managing General Partner owes fiduciary
duties to the limited partners of the Partnership,  the Managing General Partner
also owes fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the
duties of the Managing  General Partner,  as managing  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the Managing General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the Partnership
to  make  estimates  and  assumptions.  The  Partnership  believes  that  of its
significant  accounting  policies,  the following may involve a higher degree of
judgment and complexity.

Impairment of Long-Lived Assets

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

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

Revenue Recognition

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

ITEM 3.     CONTROLS AND PROCEDURES

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

<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

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

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

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

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

<PAGE>

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

      a) Exhibits:

            3.1   Amended Certificate and Agreement of Limited Partnership filed
                  in Form S-11 dated  December 24, 1984  incorporated  herein by
                  reference.

            99    Certification of Chief Executive Officer and  Chief  Financial
                  Officer

      b) Reports on Form 8-K:

            None filed during the quarter ended September 30, 2002.


<PAGE>


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                    ANGELES PARTNERS XIV


                                    By:   Angeles Realty Corporation II
                                          Managing General Partner


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


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


                                    Date: January 9, 2003


<PAGE>



                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1. I have reviewed this quarterly report on Form 10-QSB of Angeles Partners XIV;


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


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


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


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


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


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


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


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


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


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


Date: November 13, 2002

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


<PAGE>



                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1. I have reviewed this quarterly report on Form 10-QSB of Angeles Partners XIV;


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


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


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


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


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


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


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


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


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


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


Date: November 13, 2002

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


<PAGE>


Exhibit 99


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



In connection with the Quarterly  Report on Form 10-QSB of Angeles  Partners XIV
(the "Partnership"),  for the quarterly period ended September 30, 2002 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
Patrick  J.  Foye,  as the  equivalent  of the chief  executive  officer  of the
Partnership,  and Paul J.  McAuliffe,  as the equivalent of the chief  financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

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

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


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  November 13, 2002


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  November 13, 2002


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