SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                   For the fiscal year ended December 31, 2002

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

                    For the transition period from _________to _________

                         Commission file number 0-13309

                              ANGELES PARTNERS XII
                 (Name of small business issuer in its charter)

         California                                               95-3903623
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                    Issuer's telephone number (864) 239-1000

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

                                      None

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

                            Limited Partnership Units
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___

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

State issuer's revenues for its most recent fiscal year.  $18,792,000

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

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

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

                                     PART I

Item 1.  Description of Business

Angeles  Partners XII (the  "Partnership"  or  "Registrant")  is a publicly-held
limited  partnership  organized under the California Uniform Limited Partnership
Act pursuant to the amended  Certificate  and  Agreement of Limited  Partnership
(herein  referred to as the "Agreement")  dated May 26, 1983. The  Partnership's
Managing  General  Partner is  Angeles  Realty  Corporation  II ("ARC II" or the
"Managing General Partner"), a California corporation. ARC II was a wholly-owned
subsidiary of MAE GP Corporation ("MAE GP"). Effective February 25, 1998, MAE GP
was merged into Insignia  Properties  Trust  ("IPT"),  which was an affiliate of
Insignia  Financial Group, Inc.  ("Insignia").  Effective February 26, 1999, IPT
was merged into Apartment Investment and Management Company ("AIMCO") a publicly
traded real estate  investment trust. Thus the Managing General Partner is now a
wholly-owned  subsidiary  of  AIMCO.  The  Elliott  Accommodation  Trust and the
Elliott  Family  Partnership,   a  California  limited  partnership,   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.  On June 30, 2000,  Elliott Family  Partnership sold
its remaining  interest to AIMCO  Properties,  LP, a wholly owned  subsidiary of
AIMCO.  The Managing  General Partner and the  Non-Managing  General Partner are
herein  referred to  collectively  as the "General  Partners".  The  Partnership
Agreement  provides that the  Partnership  is to terminate on December 31, 2035,
unless terminated prior to such date.

Commencing May 26, 1983,  the  Registrant  offered up to 80,000 Units of Limited
Partnership  Interest  at a  purchase  price of  $1,000  per Unit with a minimum
purchase  of 5  Units  pursuant  to a  Registration  Statement  filed  with  the
Securities and Exchange  Commission.  The Managing  General Partner  contributed
capital  in the  amount of $1,000  for a 1%  interest  in the  Partnership.  The
offering terminated on February 13, 1985. Upon termination of the offering,  the
Registrant had sold 44,773 units aggregating $44,773,000.

The  Registrant  is engaged in the business of operating and holding real estate
properties for investment.  In 1984 and 1985 during its acquisition  phase,  the
Registrant   acquired  ten  existing  apartment   properties  and  one  existing
commercial  property.  In  1990,  the  Registrant  lost  one  of  its  apartment
properties to foreclosure.  During 1991, the Registrant acquired a 44.5% general
partnership  interest in a joint  venture,  Princeton  Meadows Golf Course Joint
Venture ("Joint Venture"), partnering with two affiliated partnerships. In 1999,
the  Partnership  sold  its  only  commercial  property,  one of  its  apartment
properties and the Joint Venture sold its only  investment  property,  Princeton
Meadows Golf Course.  In May 2001,  the  Partnership  sold two of its  apartment
properties.  As of December  31,  2002,  the  Partnership  continues  to own and
operate six apartment complexes. (see "Item 2, Description of Properties").

The  Managing  General  Partner  of the  Partnership  intends  to  maximize  the
operating  results  and,  ultimately,  the net  realizable  value of each of the
Partnership's  properties in order to achieve the best  possible  return for the
investors.   Such  results  may  best  be  achieved   through   property  sales,
refinancings,   debt   restructurings  or  relinquishment  of  the  assets.  The
Partnership  intends to evaluate each of its holdings  periodically to determine
the most  appropriate  strategy  for each of the assets.  The  Managing  General
Partner's  policy is to only commit cash from operations and financings  secured
by the real property to support operations,  capital  improvements and repayment
of debt on a property specific basis.

The Registrant  has no employees.  The Managing  General  Partner is vested with
full authority as to the general  management and supervision of the business and
affairs  of the  Partnership.  Limited  partners  and the  Non-Managing  General
Partner  have no right to  participate  in the  management  or  conduct  of such
business and affairs.  An affiliate  of the Managing  General  Partner  provides
property management services for the Partnership's residential properties.

Risk Factors

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

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

Both  the  income  and  expenses  of  operating  the  properties  owned  by  the
Partnership are subject to factors outside of the Partnership's control, such as
changes in the supply and demand for similar  properties  resulting from various
market  conditions,  increases/decreases  in unemployment or population  shifts,
changes in the availability of permanent mortgage  financing,  changes in zoning
laws,  or changes in patterns or needs of users.  In  addition,  there are risks
inherent in owning and operating residential  properties because such properties
are  susceptible to the impact of economic and other  conditions  outside of the
control of the Partnership.

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

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

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

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

Item 2.  Description of Property:

The following table sets forth the Registrant's  investments in properties as of
December 31, 2002:

<TABLE>
<CAPTION>

                               Date of
Property                      Purchase         Type of Ownership             Use

<S>                            <C>  <C>
Chambers Ridge Apartments      7/26/84   Fee ownership subject to       Apartment
 Harrisburg, Pennsylvania                first and second mortgages(2)  324 units

Hunters Glen Apts - IV        01/31/85   Fee ownership subject to       Apartment
 Plainsboro, New Jersey                  a first mortgage (1)           264 units

Hunters Glen Apts - V         01/31/85   Fee ownership subject to       Apartment
 Plainsboro, New Jersey                  first mortgage  (2)            304 units

Hunters Glen Apts - VI        01/31/85   Fee ownership subject to       Apartment
 Plainsboro, New Jersey                  first mortgage (2)             328 units

Pickwick Place Apartments     05/11/84   Fee ownership subject to       Apartment
 Indianapolis, Indiana                   a first mortgage (2)           336 units

Twin Lake Towers
 Apartments                   03/30/84   Fee ownership subject to       Apartments
 Westmont, Illinois                      first and second mortgages(3)  399 units

(1)   Property  is  held  by a  Limited  Partnership  in  which  the  Registrant
      ultimately owns a 100% interest.

(2)   Properties  are  held by  limited  liability  corporations  of  which  the
      Registrant is the sole member.

(3)   Property is held by a Limited Partnership in which the Registrant owns 99.99%
      interest.
</TABLE>

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>
Chambers Ridge Apts         $13,914     $ 9,910     5-40 yrs    (1)      $ 4,240
Hunter Glen Apts-IV          13,204       9,266     5-40 yrs    (1)        3,910
Hunter Glen Apts-V           15,422      10,747     5-40 yrs    (1)        4,498
Hunter Glen Apts-VI          16,544      11,636     5-40 yrs    (1)        4,166
Pickwick Place Apts          11,972       8,210     5-40 yrs    (1)        3,407
Twin Lake Towers Apts        20,429      15,367     5-40 yrs    (1)        4,994

                            $91,485     $65,136                          $25,215
</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  capitalization and
depreciation policies.

Schedule of Property Indebtedness

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

<TABLE>
<CAPTION>

                           Principal                                       Principal
                          Balance At                                        Balance
                         December 31,  Interest    Period     Maturity      Due At
        Property             2002        Rate     Amortized   Date (2)     Maturity
                        (in thousands)                                  (in thousands)

Chambers Ridge Apts
<S>                         <C>          <C>      <C>          <C>        <C>
  1st mortgage              $ 4,932      7.83%    28.67 yrs    10/2003    $ 4,849
  2nd mortgage                  174      7.83%       (1)       10/2003        174
Hunters Glen Apts IV
  1st mortgage                7,867      8.43%    28.67 yrs    10/2003      7,787
Hunters Glen Apts V
  1st mortgage               14,026      7.14%     20 yrs      01/2022         --
Hunters Glen Apts VI
  1st mortgage               14,598      7.14%     20 yrs      01/2022         --
Pickwick Place Apts
  1st mortgage                6,032      9.10%     28 yrs      05/2005      5,775
Twin Lake Towers Apts
  1st mortgage                9,933      7.83%    28.67 yrs    10/2003      9,782
  2nd mortgage                  352      7.83%       (1)       10/2003        352
                             57,914
Less unamortized
  discounts                     (97)

                            $57,817                                       $28,719
</TABLE>

   (1)      Interest only payments.

   (2)      See "Item 7.  Financial  Statements - Note B" for  information  with
            respect to the  Registrant's  ability to prepay these loans and more
            specific details as to the terms of the loans.

On December 20, 2001,  the  Partnership  refinanced  the  mortgages  encumbering
Hunters Glen  Apartments V. The  refinancing  replaced first and second mortgage
indebtedness  of  approximately  $8,511,000 with a new mortgage in the amount of
$14,332,000.  The new  mortgage  carries a stated  interest  rate of 7.14%.  The
interest rate on the old mortgages was 7.83%. Principal and interest payments on
the mortgage loan are due monthly until the mortgage  matures in January 2022 at
which time it is scheduled to be fully amortized.  Total  capitalized loan costs
were  approximately  $657,000.  The  Partnership  recognized a loss on the early
extinguishment  of debt of  approximately  $488,000  as a result  of  prepayment
penalties of approximately $369,000 and unamortized loan costs and debt discount
being written off.

On December 20, 2001,  the  Partnership  refinanced  the  mortgages  encumbering
Hunters Glen Apartments VI. The  refinancing  replaced first and second mortgage
indebtedness  of  approximately  $8,858,000 with a new mortgage in the amount of
$14,918,000.  The new  mortgage  carries a stated  interest  rate of 7.14%.  The
interest rate on the old mortgages was 7.83%. Principal and interest payments on
the mortgage loan are due monthly until the mortgage  matures in January 2022 at
which time it is scheduled to be fully amortized.  Total  capitalized loan costs
were  approximately  $683,000.  The  Partnership  recognized a loss on the early
extinguishment  of debt of  approximately  $507,000  as a result  of  prepayment
penalties of approximately $384,000 and unamortized loan costs and debt discount
being written off.

Rental Rates and Occupancy:

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

<TABLE>
<CAPTION>

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

<S>                                     <C>        <C>             <C>         <C>
 Chambers Ridge Apartments              $ 7,507    $ 7,530         93%         95%
 Hunters Glen Apartments - IV           10,965      11,239         94%         94%
 Hunters Glen Apartments - V             10,981     11,308         94%         94%
 Hunters Glen Apartments - VI            10,803     11,176         95%         94%
 Pickwick Place Apartments                7,686      7,908         89%         90%
 Twin Lake Towers Apartments             10,013     10,290         91%         92%
</TABLE>

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  All of the  properties of the  Partnership  are subject to
competition from other residential apartment complexes in the area. The Managing
General Partner believes that all of the properties are adequately insured.  The
residential  properties are apartment  complexes  which lease units for terms of
one year or less. As of December 31, 2002, no  residential  tenant leases 10% or
more of the available rental space. All of the properties,  are in good physical
condition  subject to normal  depreciation  and  deterioration as is typical for
assets of this type and age.

Real Estate Taxes and Rates:

Real estate taxes and rates in 2002 for each property were:

                                    2002             2002
                                    Taxes            Rate
                               (in thousands)

Chambers Ridge Apartments            $ 186           1.69%
Hunters Glen Apartments-IV             361           2.76%
Hunters Glen Apartments-V              416           2.76%
Hunters Glen Apartments-VI             449           2.76%
Pickwick Place Apartments              224           2.79%
Twin Lake Towers Apartments            308           5.67%

Capital Improvements:

Chambers Ridge Apartments

During the year ended December 31, 2002,  the  Partnership  spent  approximately
$159,000  in  capital  improvements   consisting  primarily  of  floor  covering
replacements,   swimming   pool  and  sewer   upgrades  and  major   landscaping
replacements.  These  improvements  were  funded  from  operating  cash flow and
Partnership  reserves.  The  Partnership  is  currently  evaluating  the capital
improvement  needs of the property  for the upcoming  year and expects to budget
approximately $97,000. 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.

Hunters Glen Apartments IV

During the year ended December 31, 2002,  the  Partnership  spent  approximately
$216,000 in capital improvements  consisting primarily of clubhouse renovations,
air conditioning,  lighting, structural and plumbing upgrades and floor covering
replacements.  These  improvements  were  funded  from  operating  cash flow and
replacement  reserves.  The  Partnership  is  currently  evaluating  the capital
improvement  needs of the property  for the upcoming  year and expects to budget
approximately $79,000. 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.

Hunters Glen Apartments V

During the year ended December 31, 2002,  the  Partnership  spent  approximately
$323,000 in capital improvements  consisting primarily of clubhouse renovations,
lighting  and  structural  upgrades,  and  floor  covering  replacements.  These
improvements  were funded from operating cash flow. The Partnership is currently
evaluating the capital  improvement  needs of the property for the upcoming year
and expects to budget  approximately  $91,000.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
Partnership reserves and anticipated cash flow generated by the property.

Hunters Glen Apartments VI

During the year ended December 31, 2002,  the  Partnership  spent  approximately
$259,000  in  capital  improvements   consisting  primarily  of  floor  covering
replacements,   clubhouse   renovations,   and  lighting,   structural  and  air
conditioning upgrades.  These improvements were funded from operating cash flow.
The  Partnership is currently  evaluating the capital  improvement  needs of the
property  for the  upcoming  year and expects to budget  approximately  $98,000.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as Partnership  reserves and anticipated  cash
flow generated by the property.

Pickwick Place Apartments

During the year ended December 31, 2002,  the  Partnership  spent  approximately
$163,000 in capital improvements  consisting primarily of building improvements,
air conditioning  upgrades,  interior  decoration,  structural  upgrades,  major
landscaping,   fencing,  floor  covering  and  appliance   replacements.   These
improvements were funded from operating cash flow and replacement reserves.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property  for the  upcoming  year and expects to budget  approximately  $84,000.
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.

Twin Lake Towers Apartments

During the year ended December 31, 2002,  the  Partnership  spent  approximately
$280,000  in  capital  improvements   consisting  primarily  of  floor  covering
replacements,   furniture,   fixture  and  cabinet   replacements  and  a  water
sub-metering  project.  These  improvements were funded from operating cash flow
and Partnership  reserves.  The Partnership is currently  evaluating the capital
improvement  needs of the property  for the upcoming  year and expects to budget
approximately  $120,000.  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.

Item 3.  Legal Proceedings

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

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

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

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

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

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

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

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

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

                                     PART II

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

The  Partnership,  a  publicly-held  limited  partnership,  sold 44,773  Limited
Partnership  Units during its offering  period through  February 13, 1985. As of
December 31, 2002,  the  Partnership  had 1,392  Limited  Partners of record and
44,718 Limited Partnership Units (the "Units")  outstanding.  As of December 31,
2002,   affiliates  of  the  Managing   General  Partner  owned  30,921  limited
partnership  units or 69.15% of the outstanding  Units. 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, 2002 and 2001 (see Item 6. "Management's Discussion and
Analysis or Plan of Operation" for further details):

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit

       01/01/01 - 12/31/01            $18,982,000 (1)        $410.06
       01/01/02 - 12/31/02              3,689,000 (2)          81.67

(1)  Consists of $4,028,000 from operations,  $6,254,000 from net sales proceeds
     and $8,700,000 from net refinance proceeds.

(2)  Consists of  $2,568,000  from  operations  and  $1,121,000  from  remaining
     refinance proceeds.

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings,  and/or  property  sales.  The  Partnership's  cash  available for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Partnership  will generate  sufficient  funds from  operations,  after  required
capital  expenditures,  to permit any  distributions  to its partners in 2003 or
subsequent  periods.  In addition,  the  Partnership  is restricted  from making
distributions  if the amount in the reserve  account  maintained by the mortgage
lender  for  Chambers  Ridge  and Twin  Lakes  Apartments  is less than $400 per
apartment unit at the property.  At December 31, 2002,  the reserve  account was
adequately funded with a balance of approximately $290,000.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 30,921 limited partnership units in
the Partnership  representing  69.15% of the  outstanding  Units at December 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Managing  General  Partner.  As a result of its  ownership of 69.15% of the
outstanding  Units,  AIMCO is in a position to control all voting decisions with
respect to the Registrant.  Although the Managing General Partner owes fiduciary
duties to the limited partners of the Partnership,  the Managing General Partner
also owes fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the
duties of the Managing  General Partner,  as managing  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the Managing General Partner to AIMCO, as its sole stockholder.

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

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

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  2002  was
approximately  $68,000 compared to net income of  approximately  $11,932,000 for
the corresponding  period in 2001. The decrease in net income for the year ended
December 31, 2002, is primarily due to a gain on the sale of Gateway Gardens and
Briarwood Apartments in 2001 and a casualty gain at Hunters Glen V Apartments in
2001  partially  offset by the loss  from  operations  of  Gateway  Gardens  and
Briarwood Apartments in 2001.

On May 11, 2001, the Partnership sold Gateway Gardens Apartments to an unrelated
third party,  for net proceeds of  approximately  $12,208,000  after  payment of
closing costs and a prepayment  penalty owed by the  Partnership and paid by the
buyer. The Partnership realized a gain of approximately  $10,813,000 as a result
of the sale. The Partnership used  approximately  $6,146,000 of the net proceeds
to repay the mortgages  encumbering the property.  In addition,  the Partnership
recorded a loss on early  extinguishment of debt of approximately  $596,000 as a
result of prepayment  penalties of  approximately  $485,000 and unamortized loan
costs and debt discount being written off.

On May 11, 2001, the Partnership sold Briarwood Apartments to an unrelated third
party,  for net proceeds of  approximately  $2,724,000  after payment of closing
costs and a prepayment  penalty owed by the  Partnership  and paid by the buyer.
The Partnership  realized a gain of approximately  $2,305,000 as a result of the
sale. The Partnership used approximately $1,525,000 of the net proceeds to repay
the mortgages encumbering the property. In addition,  the Partnership recorded a
loss on early  extinguishment  of debt of approximately  $152,000 as a result of
prepayment  penalties of  approximately  $120,000 and unamortized loan costs and
debt discount being written off.

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets",  which  established  standards for the way that
public business  enterprises report information about long-lived assets that are
either  being held for sale or have  already  been  disposed of by sale or other
means.  The standard  requires that results of operations for a long-lived asset
that is being held for sale or has  already  been  disposed  of be reported as a
discontinued  operation  on  the  statement  of  operations.  As a  result,  the
accompanying  consolidated  statement of operations  for the year ended December
31, 2001,  has been restated as of January 1, 2001 to reflect the operations and
gain  on  sale  of  Gateway  Gardens  and  Briarwood  Apartments  as  loss  from
discontinued   operations   and  gain  on  sale  of   discontinued   operations,
respectively.  (see  discussion  above and "Item 7. Financial  Statements - Note
G").

During the year ended  December 31, 2001, a net casualty  gain of  approximately
$81,000 was recorded at Hunters Glen V Apartments.  The casualty gain related to
two separate fires,  which destroyed a total of seven units during May 2000. The
gain was the  result of the  receipt  of  insurance  proceeds  of  approximately
$94,000,  net of the write off of  undepreciated  fixed assets of  approximately
$13,000.

Excluding the impact of the sale and operations of Gateway Gardens and Briarwood
Apartments,  net income from continuing operations was approximately $68,000 for
the year  ended  December  31,  2002,  compared  to a net loss of  approximately
$364,000 for the year ended  December  31, 2001.  The increase in net income was
due to a decrease  in total  expenses  partially  offset by a decrease  in total
revenues.  The decrease in total expenses was primarily the result of a decrease
in operating  and property  tax expenses and losses on early  extinguishment  of
debt  incurred in 2001 related to the  refinancing  of the  mortgages at Hunters
Glen V and Hunters Glen VI Apartments.  (See Liquidity and Capital Resources for
further  discussion).  These  decreases  were  partially  offset by increases in
interest,  depreciation  and  general  and  administrative  expenses.  Operating
expenses  decreased  primarily  due to  decreases  in property  and  maintenance
expenses.  Property expenses  decreased due to decreases in salaries and related
benefits at all but one of the  Partnership's  properties  and  reduced  utility
costs at all of the Partnership's  properties.  Maintenance  expenses  decreased
primarily  due to decreases in contract  services and snow removal costs at Twin
Lake Towers and Pickwick Place Apartments.  Also contributing to the decrease in
maintenance  expenses is an increase in the capitalization of certain direct and
indirect  project costs,  primarily  payroll related costs, at the property (see
"Item 7. Financial Statements,  Note A - Organization and Significant Accounting
Policies.") Property tax expenses decreased due to a decrease in the tax rate at
all but one of the Partnership's  properties.  Interest expense increased due to
the  refinancing  of the  mortgages  at  Hunters  Glen  V and  Hunters  Glen  VI
Apartments in December 2001, which resulted in higher debt balances during 2002.
Depreciation  expense  increased due to property  improvements  and replacements
placed in service at the properties during the past twelve months.

General and administrative  expenses increased due to an increase in Partnership
management  fees as a result of an  increase  in net cash  flow from  operations
which is used to calculate the fee pursuant to the  Partnership  Agreement and a
new Partnership tax related to the investment  properties located in New Jersey,
partially  offset  by a  decrease  in  the  cost  of  services  included  in the
management  reimbursements  to the Managing General Partner as allowed under the
Partnership Agreement.  Also included in general and administrative expenses are
costs associated with the quarterly and annual communications with investors and
regulatory agencies and the annual audit required by the Partnership Agreement.

The decrease in total  revenues is  attributable  to a decrease in rental income
partially offset by an increase in other income.  Rental income decreased due to
decreases in rental rates at all of the Partnership's  properties,  decreases in
occupancy at Chambers Ridge,  Pickwick Place and Twin Lake Towers Apartments and
increased  bad debt expenses  primarily at Hunters Glen IV,  Hunters Glen VI and
Pickwick Place  Apartments.  These decreases were partially  offset by increased
occupancy at Hunters Glen VI and reduced concession costs primarily at Twin Lake
Towers and Pickwick Place Apartments. Other income increased primarily due to an
increase in utility  reimbursements,  mainly water and sewer,  at several of the
properties due to  sub-metering  projects  completed in the latter part of 2001,
increased  laundry  income  primarily  at Twin Lakes  Apartments  and  increased
monthly pet charges at all of the Partnership's properties. These increases were
partially  offset by reduced  interest income due to lower average cash balances
in interest bearing accounts.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner monitors the rental market  environment of its investment  properties to
assess the feasibility of increasing rent,  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  December  31,  2002,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $2,040,000  compared to approximately  $1,399,000 at December 31,
2001. The increase in cash and cash equivalents of approximately $641,000 is due
to approximately  $6,913,000 of cash provided by operating  activities partially
offset by approximately  $1,400,000 and $4,872,000 of cash used in investing and
financing activities  respectively.  Cash used in financing activities consisted
of  distributions  to partners  and  principal  payments  made on the  mortgages
encumbering  the  Partnership's  properties.  Cash used in investing  activities
consisted of property  improvements  and  replacements  partially  offset by net
receipts  from  restricted  escrows  maintained  by  the  mortgage  lender.  The
Registrant invests its working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership and to comply with Federal,  state,
and local  legal and  regulatory  requirements.  The  Managing  General  Partner
monitors  developments  in the area of legal and  regulatory  compliance  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance, including increased legal and audit fees.

The  Partnership is currently  evaluating the capital  improvement  needs of the
properties  for the upcoming year. The minimum amount to be budgeted is expected
to be approximately $569,000. Additional improvements may be considered and will
depend  on the  physical  condition  of the  properties  as well as  replacement
reserves and  anticipated  cash flow  generated by the  properties.  The capital
expenditures  will be incurred only if cash is available from operations or from
Partnership  reserves. To the extent that such budgeted capital improvements are
completed,  the Registrant's  distributable  cash flow, if any, may be adversely
affected at least in the short term.

On December 20, 2001,  the  Partnership  refinanced  the  mortgages  encumbering
Hunters Glen  Apartments V. The  refinancing  replaced first and second mortgage
indebtedness  of  approximately  $8,511,000 with a new mortgage in the amount of
$14,332,000.  The new  mortgage  carries a stated  interest  rate of 7.14%.  The
interest rate on the old mortgages was 7.83%. Principal and interest payments on
the mortgage loan are due monthly until the mortgage  matures in January 2022 at
which time it is scheduled to be fully amortized.  Total  capitalized loan costs
were  approximately  $657,000.  The  Partnership  recognized a loss on the early
extinguishment  of debt of  approximately  $488,000  as a result  of  prepayment
penalties of approximately $369,000 and unamortized loan costs and debt discount
being written off.

On December 20, 2001,  the  Partnership  refinanced  the  mortgages  encumbering
Hunters Glen Apartments VI. The  refinancing  replaced first and second mortgage
indebtedness  of  approximately  $8,858,000 with a new mortgage in the amount of
$14,918,000.  The new  mortgage  carries a stated  interest  rate of 7.14%.  The
interest rate on the old mortgages was 7.83%. Principal and interest payments on
the mortgage loan are due monthly until the mortgage  matures in January 2022 at
which time it is scheduled to be fully amortized.  Total  capitalized loan costs
were  approximately  $683,000.  The  Partnership  recognized a loss on the early
extinguishment  of debt of  approximately  $507,000  as a result  of  prepayment
penalties of approximately $384,000 and unamortized loan costs and debt discount
being written off.

The  Partnership  adopted SFAS No. 145 effective  April 1, 2002,  "Rescission of
FASB  Statements No. 4, 44 and 64". SFAS No. 4 "Reporting  Gains and Losses from
Extinguishment of Debt," required that all gains and losses from  extinguishment
of debt be aggregated  and, if material,  classified as an  extraordinary  item.
SFAS No.  145  rescinds  SFAS No.  4, and  accordingly,  gains and  losses  from
extinguishment  of debt should only be classified as  extraordinary  if they are
unusual in nature and occur  infrequently.  Neither of these criteria applies to
the  Partnership.  As a  result,  the  accompanying  consolidated  statement  of
operations  for the year ended December 31, 2001 has been restated as of January
1, 2001, to reflect the loss on early  extinguishment of debt at Gateway Gardens
and Briarwood Apartments as loss from discontinued  operations rather than as an
extraordinary  item.  The  loss  on  early   extinguishment  of  debt  from  the
refinancings  of  Hunters  Glen V and VI in 2001  has been  restated  as part of
income from continuing  operations,  rather than as an  extraordinary  item (see
discussion above and "Item 7. Financial Statements - Notes D and G").

The  Registrant's  assets are thought to be sufficient  for any near-term  needs
(exclusive of capital improvements) of the Registrant. The Registrant's mortgage
indebtedness encumbering its properties amounts to approximately $57,817,000 net
of  unamortized  discounts,  with  maturity  dates  ranging from October 2003 to
January 2022, during which time balloon payments  totaling  $28,719,000 are due.
The Managing General Partner may attempt to refinance such  indebtedness  and/or
sell the properties  prior to such maturity dates.  If the properties  cannot be
refinanced or sold for a sufficient  amount,  the  Partnership  will risk losing
such properties through foreclosure.

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

<TABLE>
<CAPTION>

                                          Per                               Per
                      Year Ended        Limited         Year Ended        Limited
                     December 31,     Partnership      December 31,     Partnership
                         2002             Unit             2001             Unit
<S>                    <C>              <C>              <C>               <C>
Operations             $2,568           $ 56.85          $ 4,028           $ 89.18
Refinancing (1)         1,121             24.82            8,700            192.61
Sale (2)                   --                --            6,254            128.27
                       $3,689           $ 81.67          $18,982           $410.06
</TABLE>

(1) From the December  2001  refinancings  of Hunters Glen V and Hunters Glen VI
    Apartments.

(2) From the 2001 sales of Briarwood and Gateway Gardens Apartments.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves  and the  timing  of the  debt
maturities, refinancings and/or property sales. The Partnership's cash available
for distribution is reviewed on a monthly basis.  There can be no assurance that
the Partnership will generate  sufficient funds from operations,  after required
capital  improvement  expenditures,  to  permit  further  distributions  to  its
partners  during 2003 or subsequent  periods.  In addition,  the  Partnership is
restricted  from  making  distributions  if the  amount in the  reserve  account
maintained by the mortgage  lender for Chambers Ridge and Twin Lakes  Apartments
is less than $400 per apartment unit at the property.  At December 31, 2002, the
reserve account was adequately funded with a balance of approximately $290,000.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 30,921 limited  partnership  units
(the "Units") in the Partnership representing 69.15% of the outstanding Units at
December  31,  2002.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Managing General  Partner.  As a result of its ownership of
69.15% of the  outstanding  Units,  AIMCO is in a position to control all voting
decisions with respect to the Registrant.  Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

The investment  properties are recorded at cost, less accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying amount of the properties may be impaired,  the Partnership will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest charges,  of the properties.  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
and the Partnership  fully reserves all balances  outstanding  over thirty days.
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 8.  Financial Statements


ANGELES PARTNERS XII

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young, LLP Independent Auditors

      Consolidated Balance Sheet - December 31, 2002

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

      Consolidated  Statement of Changes in Partners'  Capital (Deficit) - Years
      ended December 31, 2002 and 2001

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

      Notes to Consolidated Financial Statements

                     Report of Ernst & Young LLP, Independent Auditors



The Partners
Angeles Partners XII


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

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

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

As discussed in Note A to the  consolidated  financial  statements,  in 2002 the
Partnership  adopted  Statement  of  Financial  Accounting  Standards  No.  144,
"Accounting  for the Impairment or Disposal of Long-Lived  Assets" and Statement
of Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4,
44, and 64." As a result, the accompanying consolidated financial statements for
2001,  referred  to above,  have been  restated  to conform to the  presentation
adopted in 2002 in accordance with accounting  principles  generally accepted in
the United States.

                                                           /s/ ERNST & YOUNG LLP


Greenville, South Carolina
February 14, 2003

                              ANGELES PARTNERS XII

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2002

<TABLE>
<CAPTION>

Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 2,040
   Receivables and deposits                                                    1,130
   Restricted escrows                                                            441
   Other assets                                                                1,690
   Investment properties (Notes B):
      Land                                                    $ 7,598
      Buildings and related personal property                   83,887
                                                                91,485
      Less accumulated depreciation                            (65,136)       26,349
                                                                            $ 31,650

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 336
   Tenant security deposit liabilities                                          710
   Accrued property taxes                                                       548
   Other liabilities                                                          1,293
   Mortgage notes payable (Notes B and E)                                    57,817

Partners' Deficit
   General partners                                            $ (11)
   Limited partners (44,718 units issued and
      outstanding)                                             (29,043)      (29,054)
                                                                            $ 31,650

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                              ANGELES PARTNERS XII

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

<TABLE>
<CAPTION>

                                                                Years Ended
                                                                December 31,
                                                               2002       2001
                                                                      (Restated)
Revenues:
<S>                                                        <C>          <C>
   Rental income                                           $ 16,958     $ 17,454
   Other income                                               1,834        1,369
   Casualty gains (Note F)                                       --           81
      Total revenues                                         18,792       18,904

Expenses:
   Operating                                                  5,879        6,183
   General and administrative                                   847          760
   Depreciation                                               5,318        4,998
   Interest                                                   4,679        4,217
   Property taxes                                             2,001        2,115
   Loss on early extinguishment of debt                          --          995
      Total expenses                                         18,724       19,268

Income (loss) from continuing operations                         68         (364)
Loss from discontinued operations                                --         (822)
Gain on sale of discontinued operations                          --       13,118
Net income                                                 $     68     $ 11,932

Net income allocated to general partners                   $      1     $    575
Net income allocated to limited partners                         67       11,357
                                                           $     68     $ 11,932
Net income (loss) per limited partnership unit:
    Income (loss) from continuing operations               $   1.50     $  (8.05)
    Loss from discontinued operations                            --       (18.20)
    Gain on sale of discontinued operations                      --       280.22
Net income                                                 $   1.50     $ 253.97

Distributions per limited partnership unit                 $  81.67     $ 410.06

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                              ANGELES PARTNERS XII

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


<TABLE>
<CAPTION>

                                        Limited
                                       Partnership    General      Limited
                                          Units       Partners    Partners       Total

<S>                                       <C>        <C>          <C>           <C>
Original capital contributions            44,773     $      1     $ 44,773      $ 44,774

Partners' capital (deficit)
   at December 31, 2000                   44,718     $     95     $(18,478)     $(18,383)

Net income for the year ended
   December 31, 2001                          --          575        11,357       11,932

Distributions to Partners                     --         (645)      (18,337)     (18,982)

Partners' capital (deficit) at
   December 31, 2001                      44,718           25      (25,458)      (25,433)

Net income for the year
   ended December 31, 2002                    --            1           67            68

Distributions to Partners                     --          (37)      (3,652)       (3,689)

Partners' deficit
   at December 31, 2002                   44,718     $    (11)    $(29,043)     $(29,054)

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                              ANGELES PARTNERS XII

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                     Year Ended
                                                                    December 31,
                                                                   2002         2001

Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net income                                                    $     68     $ 11,932
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                    5,318        5,228
   Amortization of discounts and loan costs                          203          267
   Loss on early extinguishment of debt                               --        1,744
   Gain on sale of discontinued operations                            --      (13,118)
   Casualty gain                                                      --          (81)
   Bad debt                                                          360          299
   Change in accounts:
      Receivables and deposits                                       125         (681)
      Other assets                                                   (58)         (32)
      Accounts payable                                                13         (460)
      Tenant security deposit liabilities                            (48)        (175)
      Accrued property taxes                                          58         (332)
      Other liabilities                                              874         (389)
       Net cash provided by operating activities                   6,913        4,202
Cash flows from investing activities:
  Property improvements and replacements                          (1,505)      (4,022)
  Net receipts from restricted escrows                               105           45
  Insurance proceeds related to casualty gain                         --           94
  Net proceeds from sale of discontinued operations                   --       14,932
       Net cash (used in) provided by investing activities        (1,400)      11,049
Cash flows from financing activities:
  Payments on mortgage notes payable                              (1,183)        (859)
  Repayment of mortgage notes payable                                 --      (25,040)
  Distributions to partners                                       (3,689)     (18,982)
  Proceeds from refinancings                                          --       29,250
  Prepayment penalties                                                --         (753)
  Advances from affiliate                                             --          675
  Repayment of advances from affiliate                                --         (675)
  Loan costs                                                          --       (1,340)

       Net cash used in financing activities                      (4,872)     (17,724)

Net increase (decrease) in cash and cash equivalents                 641       (2,473)

Cash and cash equivalents at beginning of period                   1,399        3,872

Cash and cash equivalents at end of period                      $  2,040     $  1,399

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $  4,476     $  4,245
Supplemental disclosure of non-cash flow information:
  Property improvements and replacements included
   in accounts payable                                          $     52     $    157

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                              ANGELES PARTNERS XII
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002


Note A - Organization and Significant Accounting Policies

Organization:  Angeles  Partners XII (the  "Partnership"  or  "Registrant") is a
publicly-held limited partnership organized under the California Uniform Limited
Partnership  Act pursuant to the amended  Certificate  and  Agreement of Limited
Partnership  (herein  referred to as the  "Agreement")  dated May 26, 1983.  The
Partnership's  Managing  General Partner is Angeles Realty  Corporation II ("ARC
II" or the "Managing General Partner"), a California  corporation.  ARC II was a
wholly-owned subsidiary of MAE GP Corporation ("MAE GP"). Effective February 25,
1998, MAE GP was merged into Insignia  Properties  Trust  ("IPT"),  which was an
affiliate of Insignia Financial Group, Inc. ("Insignia"). Effective February 26,
1999, IPT was merged into Apartment  Investment and Management Company ("AIMCO")
a publicly  traded real  estate  investment  trust.  Thus the  Managing  General
Partner is now a  wholly-owned  subsidiary of AIMCO.  The Elliott  Accommodation
Trust and the Elliott Family Partnership, a California limited partnership, 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. On June 30, 2000, Elliott Family Partnership
sold its remaining interest to AIMCO Properties LP, a wholly owned subsidiary of
AIMCO.  The Managing  General Partner and the  Non-Managing  General Partner are
herein  collectively  referred to as the  "General  Partners".  The  Partnership
Agreement  provides that the  Partnership  is to terminate on December 31, 2035,
unless  terminated  prior to such date. As of December 31, 2002, the Partnership
operates six  residential  properties in or near major urban areas in the United
States.

Principles  of  Consolidation:  The  consolidated  financial  statements  of the
Partnership include its 99.99% limited partnership interest in Pickwick Place AP
XII LP. Because the Partnership may remove the General Partner of Pickwick Place
AP XII LP, this  partnership is controlled and  consolidated by the Partnership.
The consolidated  financial statements also include the Partnership's  interests
in AP XII Associate GP, LLC, Hunters Glen Phase I GP, LLC and Hunters Glen Phase
V GP, LLC, single member limited liability corporations,  which are wholly-owned
by the Partnership.  All significant inter-entity balances have been eliminated.
Minority  interest is immaterial  and not shown  separately in the  consolidated
financial statements.

Allocation of Profits,  Gains,  Losses and  Distributions:  The Partnership will
allocate all profits,  losses and distributions related to the operations of its
investment  properties  1% to the  General  Partners  and  99%  to  the  Limited
Partners.  All  profits,  losses and  distributions  related to the sales and/or
refinancing of its investment  properties  will be allocated in accordance  with
the Agreement.

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: (i)
to the Partners in proportion to their interests until the Limited Partners have
received cumulative  distributions equal to their original capital contributions
reduced by the amount of any previous distributions;  (ii) to the Partners until
the Limited Partners have received distributions from all sources equal to their
6% cumulative  distribution;  (iii) to the Managing General Partner until it has
received  an  amount  equal to 3% of the  aggregate  Disposition  Prices  of all
properties or other  investments  sold or otherwise  disposed of, or refinanced;
(iv),  to the  Partners  in  proportion  to their  interests  until the  Limited
Partners have received  cumulative  distributions from all sources equal to 150%
of the Capital Contribution of the Limited Partners; (v) to the Managing General
Partner until it has received an amount equal to 17.6% of the distributions made
pursuant to (iv); and (vi) 85% to the Limited Partners and non-Managing  General
Partner in proportion to their interests and 15%  ("Incentive  Interest") to the
Managing General Partner.

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

Cash and Cash Equivalents:  Cash and cash equivalents  includes cash on hand and
in banks.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits. Cash balances include approximately $1,978,000 at
December 31, 2002 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

Tenant  Security  Deposits:  The  Partnership  requires  security  deposits from
lessees  for the  duration  of the  lease  and such  deposits  are  included  in
receivables  and  deposits.  The security  deposits are refunded when the tenant
vacates,  provided  the tenant has not damaged the unit and is current on rental
payments.

Loan Costs: Loan costs of approximately  $2,411,000 are included in other assets
and are being amortized on a straight-line  method over the lives of the related
loans.  Amortization expense for 2002 was approximately $160,000 and is included
in interest  expense.  Accumulated  amortization  is  approximately  $949,000 at
December 31, 2002, and is also included in other assets. Amortization expense is
expected to be $146,000 in 2003, $89,000 in 2004, $75,000 in 2005 and $65,000 in
2006 and 2007.

Restricted escrows:

Capital  Reserves - At the time of the refinancing of the mortgages  encumbering
Hunter's Glen Apartments V and Hunter's Glen Apartments VI on December 20, 2001,
a replacement  reserve in the amount of $116,000 was established to fund certain
capital  improvements at the  properties.  The balance in this escrow account is
approximately $117,000 at December 31, 2002.

Replacement  Reserve  - In  conjunction  with the  refinancing  of the  mortgage
encumbering  Pickwick Place Apartments on April 17, 1995, a replacement  reserve
was  established  to fund certain  nonrecurring  costs for interior and exterior
capital  improvements  at the  property.  The balance in this escrow  account is
approximately $24,000 at December 31, 2002.

General Reserve - In addition to the Capital Improvement and Replacement Reserve
Escrows,  General Escrow Accounts of approximately  $711,000 were established in
conjunction  with the  refinancings of Hunters Glen IV, Chambers Ridge, and Twin
Lake Towers  Apartments.  These funds were established to make 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
properties to the General  Escrow  Accounts  until the reserve  account equals a
minimum of $200 or a maximum of $400 per apartment unit or $265,000 to $529,000.
The  balance  in  the  General   Reserve   Account  at  December  31,  2002,  is
approximately $300,000.

Investment Properties:  Investment properties consist of six apartment complexes
which are stated at cost.  Acquisition  fees are  capitalized  as a cost of real
estate. Expenditures in excess of $250 that maintain an existing asset which has
a useful  life of more  than one year are  capitalized  as  capital  replacement
expenditures  and  depreciated  over the  estimated  useful  life of the  asset.
Expenditures for ordinary repairs,  maintenance and apartment turnover costs are
expensed as incurred.  In  accordance  with  Statement  of Financial  Accounting
Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets",  the Partnership  records  impairment  losses on long-lived
assets used in operations when events and circumstances indicate that the assets
might be impaired and the  undiscounted  cash flows estimated to be generated by
those assets are less than the carrying  amounts of those assets.  For the years
ended  December 31, 2002 and 2001, no  adjustments  for impairment of value were
recorded.

During 2001, AIMCO, an affiliate of the Managing General Partner, commissioned a
project to study process improvement ideas to reduce operating costs. The result
of  the  study  led to a  re-engineering  of  business  processes  and  eventual
redeployment of personnel and related capital  spending.  The  implementation of
these plans  during  2002,  accounted  for as a change in  accounting  estimate,
resulted in a refinement of the Partnership's  process for capitalizing  certain
direct and  indirect  project  costs  (principally  payroll  related  costs) and
increased  capitalization  of  such  costs  by  approximately  $231,000  in 2002
compared to 2001.

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also established  standards
for related disclosures about products and services, geographic areas, and major
customers.  As  defined in SFAS 131,  the  Partnership  has only one  reportable
segment.

Depreciation:  Depreciation is computed utilizing  accelerated and straight-line
methods over the estimated useful lives of the investment properties and related
personal  property.  For Federal income tax purposes,  depreciation  is computed
using  the  straight-line  method  over an  estimated  life of 5 to 20 years for
personal property and 15 to 40 years for real property.

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

Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair Value
of  Financial  Instruments",  as amended  by SFAS No.  119,  "Disclosures  about
Derivative  Financial  Instruments  and Fair  Value of  Financial  Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the  carrying  amount of its  financial  instruments  (except for long term
debt)  approximates  their fair value due to the short  term  maturity  of these
instruments.  The  fair  value  of  the  Partnership's  long  term  debt  at the
Partnership's incremental borrowing rate is approximately $60,566,000.

Advertising  Costs:  The  Partnership  expenses  the  costs  of  advertising  as
incurred. Advertising costs of approximately $168,000 and $171,000 for the years
ended  December  31, 2002 and 2001,  respectively,  are  included  in  operating
expense.

Recent  Accounting  Pronouncements:  Effective  January 1, 2002, the Partnership
adopted  Statement  of  Financial   Accounting   Standards   ("SFAS")  No.  144,
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived  Assets",  which
established  standards  for the way  that  public  business  enterprises  report
information  about long-lived assets that are either being held for sale or have
already been  disposed of by sale or other means.  The  standard  requires  that
results of operations for a long-lived  asset that is being held for sale or has
already  been  disposed  of be  reported  as a  discontinued  operation  on  the
statement of operations. As a result, the accompanying consolidated statement of
operations  for the year ended December 31, 2001 has been restated as of January
1, 2001 to  reflect  the  operations  and gain on sale of  Gateway  Gardens  and
Briarwood  Apartments as loss from  discontinued  operations and gain on sale of
discontinued operations, respectively, due to their sale in May 2001. (see "Note
G".)

The  Partnership  adopted SFAS No. 145 effective  April 1, 2002,  "Rescission of
FASB  Statements No. 4, 44 and 64". SFAS No. 4 "Reporting  Gains and Losses from
Extinguishment of Debt," required that all gains and losses from  extinguishment
of debt be aggregated  and, if material,  classified as an  extraordinary  item.
SFAS No.  145  rescinds  SFAS No.  4, and  accordingly,  gains and  losses  from
extinguishment  of debt should only be classified as  extraordinary  if they are
unusual in nature and occur  infrequently.  Neither of these criteria applies to
the  Partnership.  As a  result,  the  accompanying  consolidated  statement  of
operations  for the year ended December 31, 2001 has been restated as of January
1, 2001 to reflect the loss on early  extinguishment  of debt at Gateway Gardens
and Briarwood Apartments as loss from discontinued  operations rather than as an
extraordinary item. The revenues of these properties for the year ended December
31, 2001 were approximately $1,112,000. The loss on early extinguishment of debt
from the  refinancings  of Hunters  Glen V and VI has been  restated  as part of
income from continuing  operations,  rather than as an  extraordinary  item (see
"Notes D and G".)


Note B - Mortgage Notes Payable

The principal terms of mortgage notes payable are as follows:

<TABLE>
<CAPTION>

                           Principal     Monthly                             Principal
                          Balance At     Payment     Standard                 Balance
                         December 31,   Including    Interest   Maturity       Due At
        Property             2002        Interest      Rate       Date        Maturity
                        (in thousands)                                     (in thousands)

Chambers Ridge Apts
<S>                         <C>            <C>        <C>        <C>        <C>
  1st mortgage              $ 4,932        $ 41       7.83%      10/2003    $ 4,849
  2nd mortgage                  174           1       7.83%      10/2003        174
Hunters Glen Apts IV
  1st mortgage                7,867          65       8.43%      10/2003      7,787
Hunters Glen Apts V
  1st mortgage               14,026         112       7.14%      01/2022         --
Hunters Glen Apts VI
  1st mortgage               14,598         117       7.14%      01/2022         --
Pickwick Place Apts
  1st mortgage                6,032          54       9.10%      05/2005      5,775
Twin Lake Towers Apts
  1st mortgage                9,933          83       7.83%      10/2003      9,782
  2nd mortgage                  352           2       7.83%      10/2003        352
                             57,914
Less unamortized
  discounts                     (97)
                            $57,817        $475                             $28,719
</TABLE>

On December 20, 2001,  the  Partnership  refinanced  the  mortgages  encumbering
Hunters Glen  Apartments V. The  refinancing  replaced first and second mortgage
indebtedness  of  approximately  $8,511,000 with a new mortgage in the amount of
$14,332,000.  The new  mortgage  carries a stated  interest  rate of 7.14%.  The
interest rate on the old mortgages was 7.83%. Principal and interest payments on
the mortgage loan are due monthly until the mortgage  matures in January 2022 at
which time it is scheduled to be fully amortized.  Total  capitalized loan costs
were  approximately  $657,000.  The  Partnership  recognized a loss on the early
extinguishment  of debt of  approximately  $488,000  as a result  of  prepayment
penalties of approximately $369,000 and unamortized loan costs and debt discount
being written off.

On December 20, 2001,  the  Partnership  refinanced  the  mortgages  encumbering
Hunters Glen Apartments VI. The  refinancing  replaced first and second mortgage
indebtedness  of  approximately  $8,858,000 with a new mortgage in the amount of
$14,918,000.  The new  mortgage  carries a stated  interest  rate of 7.14%.  The
interest rate on the old mortgages was 7.83%. Principal and interest payments on
the mortgage loan are due monthly until the mortgage  matures in January 2022 at
which time it is scheduled to be fully amortized.  Total  capitalized loan costs
were  approximately  $683,000.  The  Partnership  recognized a loss on the early
extinguishment  of debt of  approximately  $507,000  as a result  of  prepayment
penalties of approximately $384,000 and unamortized loan costs and debt discount
being written off.

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

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

                                2003           $24,087
                                2004               901
                                2005             6,659
                                2006               904
                                2007               971
                             Thereafter         24,392
                                               $57,914

Note C - Income Taxes

The Partnership has received a ruling from the Internal  Revenue Service that it
will  be  classified  as  a  partnership   for  Federal   income  tax  purposes.
Accordingly, taxable income or loss of the Partnership is reported in the income
tax returns of its  partners  and no  provision  for income taxes is made in the
financial statements of the Partnership.

The  following is a  reconciliation  of reported net income and Federal  taxable
income (in thousands, except per unit data):

                                               2002        2001

Net income as reported                      $     68    $ 11,932
Add (deduct):
  Depreciation differences                     1,161         310
   Gain on disposition of investment
    property                                      --        (109)
  Unearned income                                268        (117)
  Discounts on mortgage notes payable              3          (3)
  Casualty                                        --         (81)
  Other                                         (251)        (19)
Federal taxable income                      $  1,249    $ 11,913
Federal taxable income
  per limited partnership unit              $  27.65    $ 251.32

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

Net liabilities                         $(29,054)
Land and buildings                         6,828
Accumulated depreciation                  (7,962)
Syndication and distribution costs         6,093
Other                                   $    169

Net liabilities - Federal tax basis     $(23,926)

Note D - Transactions with Affiliated Parties

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

Affiliates of the Managing General Partner,  are entitled to receive 5% of gross
receipts from all of the Registrant's residential properties as compensation for
providing property management  services.  The Registrant paid to such affiliates
approximately  $930,000 and $1,063,000 for the years ended December 31, 2002 and
2001,  respectively,  which is  included  in  operating  expenses  and loss from
discontinued operations.

The  Partnership  Agreement  provides  for a fee equal to 7.5% 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.
One half of this fee is to be accrued and not paid  unless the limited  partners
have  received  distributions  equal to a 5%  cumulative  annual return on their
adjusted capital investment as defined in the Partnership Agreement. This return
criteria  has not been  met.  The  Managing  General  Partner  was  entitled  to
approximately $325,000 as of the year ended December 31, 2002, which is included
in other liabilities and general and  administrative  expenses.  Of this amount,
approximately  $163,000 will remain  accrued until criteria for payment has been
met. The Managing General Partner was not entitled to this fee in 2001.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $394,000 and
$1,331,000 for the years ended December 31, 2002 and 2001, respectively which is
included in general  and  administrative  expenses  and  investment  properties.
During the fourth  quarter of 2002,  the  Partnership  recorded an adjustment to
management  reimbursements  to the  Managing  General  Partner of  approximately
$218,000 due to a change in estimated costs. Approximately $234,000 due from the
Managing  General  Partner  is  included  in  receivables  and  deposits  in the
consolidated balance sheet. For the year ended December 31, 2002 the first three
quarters  were  based  on  estimated  amounts  and in  the  fourth  quarter  the
reimbursements  were adjusted  based on actual costs.  Included in these amounts
are fees related to construction management services provided by an affiliate of
the Managing General Partner of approximately $86,000 and $769,000 for the years
ended  December 31, 2002 and 2001,  respectively.  The  construction  management
service  fees are  calculated  based on a  percentage  of certain  additions  to
investment properties.

In  accordance  with the  Partnership  Agreement,  an  affiliate of the Managing
General Partner advanced the Partnership $675,000 during the year ended December
31, 2001.  Of this amount,  $600,000  was to fund  pre-closing  deposits for the
mortgage  refinancing  of Hunters Glen  Apartments V and VI, $60,000 was to fund
operating  expenses  at  Pickwick  Place  Apartments  and  $15,000  was to  fund
operating  expenses at Twin Lake Towers  Apartments.  All of these advances were
repaid  during the year ended  December  31,  2001.  Interest was charged at the
prime rate plus 2% and  amounted to less than  $1,000.  There were no loans from
the Managing  General  Partner or associated  interest  expense  during the year
ended December 31, 2002.

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 $186,000 to the Managing
General Partner related to the sale of Cooper Point Plaza in 1999.  During 2001,
the  Partnership  paid a  distribution  of  approximately  $85,000 and  $375,000
related to the sales of Briarwood and Gateway Gardens Apartments,  respectively.
These  distributions  are  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 these amounts
to the Partnership.

In addition, pursuant to the Partnership Agreement, the Managing General Partner
is entitled to a fee equal to 1% of the gross  proceeds of a  refinancing  of an
investment  property.  During the year ended December 31, 2001, the  Partnership
paid approximately  $293,000 in such fees related to the refinancings of Hunters
Glen V and VI Apartments. Such fees were capitalized as loan costs, are included
in other assets and are being amortized over the life of the related loans.

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 year ended December
31, 2002 and 2001, the Partnership  paid AIMCO and its affiliates  approximately
$275,000 and $141,000,  respectively, for insurance coverage and fees associated
with policy claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 30,921 limited  partnership  units
(the "Units") in the Partnership representing 69.15% of the outstanding Units at
December  31,  2002.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Managing General  Partner.  As a result of its ownership of
69.15% of the  outstanding  Units,  AIMCO is in a position to control all voting
decisions with respect to the Partnership. Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO, as its sole stockholder.

Note E - Investment Properties and Accumulated Depreciation

                                               Initial Cost
                                              To Partnership
                                              (in thousands)
<TABLE>
<CAPTION>

                                                      Buildings         Cost
                                                     and Related    Capitalized
                                                      Personal       Subsequent
       Description         Encumbrances     Land      Property     to Acquisition
                         (in thousands)                            (in thousands)
Investment Properties
<S>                          <C>         <C>           <C>           <C>
Chambers Ridge Apts          $ 5,106     $  527        $ 7,823       $ 5,564
Hunters Glen Apts IV           7,867      1,552          8,324         3,328
Hunters Glen Apts V           14,026      1,820          9,759         3,843
Hunters Glen Apts VI          14,598      1,981         10,620         3,943
Pickwick Place Apts            6,032        603          6,552         4,817
Twin Lake Towers Apts         10,285      1,115         12,806         6,508
  Totals                     $57,914     $7,598        $55,884       $28,003
</TABLE>

                             Gross Amount At Which
                                    Carried
                              At December 31, 2002
                                 (in thousands)
<TABLE>
<CAPTION>

                                  Buildings
                                     And
                                   Related
                                   Personal             Accumulated      Date    Depreciable
       Description         Land    Property    Total    Depreciation   Acquired   Life-Years
                                                      (in thousands)
<S>                       <C>      <C>       <C>         <C>           <C>   <C>     <C>
Chambers Ridge Apts       $  527   $13,387   $13,914     $ 9,910       07/26/84      5-40
Hunters Glen Apt IV        1,552    11,652    13,204       9,266       01/31/85      5-40
Hunters Glen Apt V         1,820    13,602    15,422      10,747       01/31/85      5-40
Hunters Glen Apt VI        1,981    14,563    16,544      11,636       01/31/85      5-40
Pickwick Place Apts          603    11,369    11,972       8,210       05/11/84      5-40
Twin Lake Towers Apts      1,115    19,314    20,429      15,367       03/30/84      5-40
  Totals                  $7,598   $83,887   $91,485     $65,136
</TABLE>

The depreciable  lives included above are for the building and  components.  The
depreciable lives for related personal property are for 5 to 7 years.

Reconciliation of "investment properties and accumulated depreciation":

                                                Years Ended December 31,
                                                  2002            2001
                                                     (in thousands)

Investment Properties

Balance at beginning of year                   $ 90,085         $ 96,516
    Property improvements                         1,400            3,924
    Dispositions of assets                           --          (10,355)
Balance at end of year                         $ 91,485         $ 90,085
Accumulated Depreciation
Balance at beginning of year                   $ 59,818         $ 62,568
    Additions charged to expense                  5,318            5,228
    Dispositions of assets                           --           (7,978)
Balance at end of year                         $ 65,136         $ 59,818

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2002 and 2001,  is  approximately  $98,313,000  and  $96,849,000,
respectively. The accumulated depreciation for Federal income tax purposes as of
December  31,  2002 and 2001,  is  approximately  $73,098,000  and  $68,941,000,
respectively.

Note F - Casualties

During the year ended  December 31, 2001, a net casualty  gain of  approximately
$81,000 was recorded at Hunters Glen V Apartments.  The casualty gain related to
two separate fires,  which destroyed a total of seven units during May 2000. The
gain was the  result of the  receipt  of  insurance  proceeds  of  approximately
$94,000,  net of the write off of  undepreciated  fixed assets of  approximately
$13,000.

Note G - Disposition of Investment Properties

On May 11, 2001, the Partnership sold Gateway Gardens Apartments to an unrelated
third party,  for net proceeds of  approximately  $12,208,000  after  payment of
closing costs and a prepayment  penalty owed by the  Partnership and paid by the
buyer. The Partnership realized a gain of approximately  $10,813,000 as a result
of the sale. The Partnership used  approximately  $6,146,000 of the net proceeds
to repay the mortgages  encumbering the property.  In addition,  the Partnership
recorded a loss on early  extinguishment of debt of approximately  $596,000 as a
result of prepayment  penalties of  approximately  $485,000 and unamortized loan
costs and debt discount being written off.

On May 11, 2001, the Partnership sold Briarwood Apartments to an unrelated third
party,  for net proceeds of  approximately  $2,724,000  after payment of closing
costs and a prepayment  penalty owed by the  Partnership  and paid by the buyer.
The Partnership  realized a gain of approximately  $2,305,000 as a result of the
sale.

The Partnership used  approximately  $1,525,000 of the net proceeds to repay the
mortgages encumbering the property. In addition, the Partnership recorded a loss
on  early  extinguishment  of debt of  approximately  $152,000  as a  result  of
prepayment  penalties of  approximately  $120,000 and unamortized loan costs and
debt discount being written off.

Note H - Legal Proceedings

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

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

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

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

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

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

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

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

         None.

                                    PART III


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

Angeles Realty Corporation II ("ARC II" or the "Managing General Partner"),  was
a wholly-owned  subsidiary of MAE GP Corporation ("MAE GP").  Effective February
25, 1998, MAE GP merged into Insignia  Properties  Trust  ("IPT"),  which was an
affiliate of Insignia Financial Group, Inc. ("Insignia").  Effective, October 1,
1998 and  February  26, 1999,  Insignia  and IPT were  respectively  merged into
Apartment Investment and Management Company ("AIMCO"). Thus the Managing General
Partner is now a wholly-owned subsidiary of AIMCO.

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

Name                        Age    Position

Patrick J. Foye              45    Executive Vice President and Director
Paul J. McAuliffe            46    Executive Vice President and Chief
                                     Financial Officer
Thomas C. Novosel            44    Senior Vice President and Chief Accounting
                                     Officer

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

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

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

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

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

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

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

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2003. Fees for
2002 were  audit  services  of  approximately  $65,000  and  non-audit  services
(principally tax-related) of approximately $30,000.

Item 10. Executive Compensation

None of the directors and officers of the Managing  General Partner received any
remuneration from the Registrant.

Item 11. Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner of more than 5% of the Limited Partner Units of the Registrant
as of December 31, 2002.

Entity                                  Number of Units      Percentages

Cooper River Properties LLC
(an affiliate of AIMCO)                       4,607            10.30%
Broad River Properties
(an affiliate of AIMCO)                       8,002            17.89%
Insignia Properties, LP
(an affiliate of AIMCO)                       1,824             4.08%
AIMCO Properties, LP
(an affiliate of AIMCO)                      16,488            36.88%


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

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

The Partnership knows of no contractual arrangements, the operation of the terms
of  which  may at a  subsequent  date  result  in a  change  in  control  of the
Partnership,  except  for:  Article  12.1  of the  Partnership  Agreement  which
provides 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  Managing  General Partner an amount equal to the
accrued and unpaid  management  fee  described in Article 10 of the  Partnership
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 (i) the balance of the General Partner's capital account and
(ii) 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(ii)
of the Partnership 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 (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.

Affiliates of the Managing General Partner,  are entitled to receive 5% of gross
receipts from all of the Registrant's residential properties as compensation for
providing property management  services.  The Registrant paid to such affiliates
approximately  $930,000 and $1,063,000 for the years ended December 31, 2002 and
2001,  respectively,  which is  included  in  operating  expenses  and loss from
discontinued operations.

The  Partnership  Agreement  provides  for a fee equal to 7.5% 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.
One half of this fee is to be accrued and not paid  unless the limited  partners
have  received  distributions  equal to a 5%  cumulative  annual return on their
adjusted capital investment as defined in the Partnership Agreement. This return
criteria  has not been  met.  The  Managing  General  Partner  was  entitled  to
approximately $325,000 as of the year ended December 31, 2002, which is included
in other  liabilities and general and  administrative  expenses.  Of this amount
approximately  $163,000 will remain  accrued until criteria for payment has been
met. The Managing General Partner was not entitled to this fee in 2001.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $394,000 and
$1,331,000 for the years ended December 31, 2002 and 2001, respectively which is
included in general  and  administrative  expenses  and  investment  properties.
During the fourth  quarter of 2002,  the  Partnership  recorded an adjustment to
management  reimbursements  to the  Managing  General  Partner of  approximately
$218,000 due to a change in estimated costs. Approximately $234,000 due from the
Managing  General  Partner  is  included  in  receivables  and  deposits  in the
consolidated balance sheet. For the year ended December 31, 2002 the first three
quarters  were  based  on  estimated  amounts  and in  the  fourth  quarter  the
reimbursements  were adjusted  based on actual costs.  Included in these amounts
are fees related to construction management services provided by an affiliate of
the Managing General Partner of approximately $86,000 and $769,000 for the years
ended  December 31, 2002 and 2001,  respectively.  The  construction  management
service  fees are  calculated  based on a  percentage  of certain  additions  to
investment properties.

In  accordance  with the  Partnership  Agreement,  an  affiliate of the Managing
General Partner advanced the Partnership $675,000 during the year ended December
31, 2001.  Of this amount,  $600,000  was to fund  pre-closing  deposits for the
mortgage  refinancing  of Hunters Glen  Apartments V and VI, $60,000 was to fund
operating  expenses  at  Pickwick  Place  Apartments  and  $15,000  was to  fund
operating  expenses at Twin Lake Towers  Apartments.  All of these advances were
repaid  during the year ended  December  31,  2001.  Interest was charged at the
prime rate plus 2% and  amounted to less than  $1,000.  There were no loans from
the Managing  General  Partner or associated  interest  expense  during the year
ended December 31, 2002.

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 $186,000 to the Managing
General Partner related to the sale of Cooper Point Plaza in 1999.  During 2001,
the  Partnership  paid a  distribution  of  approximately  $85,000 and  $375,000
related to the sales of Briarwood and Gateway Gardens Apartments,  respectively.
These  distributions  are  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 these amounts
to the Partnership.

In addition, pursuant to the Partnership Agreement, the Managing General Partner
is entitled to a fee equal to 1% of the gross  proceeds of a  refinancing  of an
investment  property.  During the year ended December 31, 2001, the  Partnership
paid approximately  $293,000 in such fees related to the refinancings of Hunters
Glen V and VI Apartments. Such fees were capitalized as loan costs, are included
in other assets and are being amortized over the life of the related loans.

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 year ended December
31, 2002 and 2001, the Partnership  paid AIMCO and its affiliates  approximately
$275,000 and $141,000,  respectively, for insurance coverage and fees associated
with policy claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 30,921 limited  partnership  units
(the "Units") in the Partnership representing 69.15% of the outstanding Units at
December  31,  2002.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Managing General  Partner.  As a result of its ownership of
69.15% of the  outstanding  Units,  AIMCO is in a position to control all voting
decisions with respect to the Partnership. Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO, as its sole stockholder.

                                     PART IV


Item 13. Exhibits and Reports on Form 8-K

(a) Exhibits:

               See Exhibit Index attached.

         (b) Reports on Form 8-K filed during the fourth quarter of 2002:

               None.

ITEM 14.    Controls and Procedures

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

                                   SIGNATURES



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



                                 ANGELES PARTNERS XII
                                 (A California Limited Partnership)
                                 (Registrant)



                                     By: Angeles Realty Corporation II
                                         Managing General Partner

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

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

                                  Date: March 31, 2003

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

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


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

                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1. I have reviewed this annual report on Form 10-KSB of Angeles Partners XII;


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


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


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


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


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


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


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


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


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


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


Date: March 31, 2003

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

                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1. I have reviewed this annual report on Form 10-KSB of Angeles Partners XII;


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


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


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


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


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


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


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


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


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


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


Date: March 31, 2003

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


                              ANGELES PARTNERS XII

                                  EXHIBIT INDEX


Exhibit Number    Description of Exhibit

      3.1         Amended Certificate and Agreement of Limited Partnership dated
                  May 26,  1983  filed in Form  S-11  dated  June 2, 1983 and is
                  incorporated herein by reference.

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

      10.13       Contracts related to refinancing of debt.

             (a)  First Deeds of Trust and Security  Agreements  dated September
                  30, 1993  between AP XII  Associates  Limited  Partnership,  a
                  South  Carolina  Limited  Partnership  and Lexington  Mortgage
                  Company,  a Virginia  Corporation,  securing  Twin Lake Towers
                  filed with Form 10-QSB for the nine months ended September 30,
                  1993 and incorporated herein by reference.

             (b)  Second Deeds of Trust and Security  Agreements dated September
                  30, 1993  between AP XII  Associates  Limited  Partnership,  a
                  South  Carolina  Limited  Partnership  and Lexington  Mortgage
                  Company,  a Virginia  Corporation,  securing  Twin Lake Towers
                  filed with Form 10-QSB for the nine months ended September 30,
                  1993 and incorporated herein by reference.

             (c)  First Assignments of Leases and Rents dated September 30, 1993
                  between  AP  XII  Associates  Limited  Partnership,   a  South
                  Carolina Limited Partnership and Lexington Mortgage Company, a
                  Virginia  Corporation,  securing  Twin Lake Towers  filed with
                  Form 10-QSB for the nine months ended  September  30, 1993 and
                  incorporated herein by reference.

             (d)  Second  Assignments  of Leases and Rents dated  September  30,
                  1993 between AP XII Associates  Limited  Partnership,  a South
                  Carolina Limited Partnership and Lexington Mortgage Company, a
                  Virginia  Corporation,  securing  Twin Lake Towers  filed with
                  Form 10-QSB for the nine months ended  September  30, 1993 and
                  incorporated herein by reference.

             (e)  First Deeds of Trust Notes dated September 30, 1993 between AP
                  XII Associates Limited  Partnership,  a South Carolina Limited
                  Partnership  and  Lexington   Mortgage  Company,   a  Virginia
                  Corporation,  securing Twin Lake Towers filed with Form 10-QSB
                  for the nine months ended September 30, 1993 and  incorporated
                  herein by reference.

             (f)  Second Deeds of Trust Notes dated  September  30, 1993 between
                  AP  XII  Associates  Limited  Partnership,  a  South  Carolina
                  Limited Partnership and Lexington Mortgage Company, a Virginia
                  Corporation,  securing Twin Lake Towers filed with Form 10-QSB
                  for the nine months ended September 30, 1993 and  incorporated
                  herein by reference.

      10.14       Contracts related to refinancing of debt.

             (a)  First Deeds of Trust and Security  Agreements  dated September
                  30, 1993  between AP XII  Associates  Limited  Partnership,  a
                  South  Carolina  Limited  Partnership  and Lexington  Mortgage
                  Company, a Virginia  Corporation,  securing Hunters Glen filed
                  with Form 10-QSB for the nine months ended  September 30, 1993
                  and incorporated herein by reference.

             (b)  Second Deeds of Trust and Security  Agreements dated September
                  30, 1993  between AP XII  Associates  Limited  Partnership,  a
                  South  Carolina  Limited  Partnership  and Lexington  Mortgage
                  Company, a Virginia  Corporation,  securing Hunters Glen filed
                  with Form 10-QSB for the nine months ended  September 30, 1993
                  and incorporated herein by reference.

             (c)  First Assignments of Leases and Rents dated September 30, 1993
                  between  AP  XII  Associates  Limited  Partnership,   a  South
                  Carolina Limited Partnership and Lexington Mortgage Company, a
                  Virginia  Corporation,  securing  Hunters Glen filed with Form
                  10-QSB  for the  nine  months  ended  September  30,  1993 and
                  incorporated herein by reference.

             (d)  Second  Assignments  of Leases and Rents dated  September  30,
                  1993 between AP XII Associates  Limited  Partnership,  a South
                  Carolina Limited Partnership and Lexington Mortgage Company, a
                  Virginia  Corporation,  securing  Hunters Glen filed with Form
                  10-QSB  for the  nine  months  ended  September  30,  1993 and
                  incorporated herein by reference.

             (e)  First Deeds of Trust Notes dated September 30, 1993 between AP
                  XII Associates Limited  Partnership,  a South Carolina Limited
                  Partnership  and  Lexington   Mortgage  Company,   a  Virginia
                  Corporation,  securing Hunters Glen filed with Form 10-QSB for
                  the nine months  ended  September  30,  1993 and  incorporated
                  herein by reference.

             (f)  Second Deeds of Trust Notes dated  September  30, 1993 between
                  AP  XII  Associates  Limited  Partnership,  a  South  Carolina
                  Limited Partnership and Lexington Mortgage Company, a Virginia
                  Corporation,  securing Hunters Glen filed with Form 10-QSB for
                  the nine months  ended  September  30,  1993 and  incorporated
                  herein by reference.

      10.15       Contracts related to refinancing of debt.

             (a)  First Deeds of Trust and Security  Agreements  dated September
                  30, 1993  between AP XII  Associates  Limited  Partnership,  a
                  South  Carolina  Limited  Partnership  and Lexington  Mortgage
                  Company, a Virginia Corporation, securing Chambers Ridge filed
                  with Form 10-QSB for the nine months ended  September 30, 1993
                  and incorporated herein by reference.

             (b)  Second Deeds of Trust and Security  Agreements dated September
                  30, 1993  between AP XII  Associates  Limited  Partnership,  a
                  South  Carolina  Limited  Partnership  and Lexington  Mortgage
                  Company, a Virginia Corporation, securing Chambers Ridge filed
                  with Form 10-QSB for the nine months ended  September 30, 1993
                  and incorporated herein by reference.

             (c)  First Assignments of Leases and Rents dated September 30, 1993
                  between  AP  XII  Associates  Limited  Partnership,   a  South
                  Carolina Limited Partnership and Lexington Mortgage Company, a
                  Virginia Corporation,  securing Chambers Ridge filed with Form
                  10-QSB  for the  nine  months  ended  September  30,  1993 and
                  incorporated herein by reference.

             (d)  Second  Assignments  of Leases and Rents dated  September  30,
                  1993 between AP XII Associates  Limited  Partnership,  a South
                  Carolina Limited Partnership and Lexington Mortgage Company, a
                  Virginia Corporation,  securing Chambers Ridge filed with Form
                  10-QSB  for the  nine  months  ended  September  30,  1993 and
                  incorporated herein by reference.

             (e)  First Deeds of Trust Notes dated September 30, 1993 between AP
                  XII Associates Limited  Partnership,  a South Carolina Limited
                  Partnership  and  Lexington   Mortgage  Company,   a  Virginia
                  Corporation,  securing  Chambers  Ridge filed with Form 10-QSB
                  for the nine months ended September 30, 1993 and  incorporated
                  herein by reference.

             (f)  Second Deeds of Trust Notes dated  September  30, 1993 between
                  AP  XII  Associates  Limited  Partnership,  a  South  Carolina
                  Limited Partnership and Lexington Mortgage Company, a Virginia
                  Corporation,  securing  Chambers  Ridge filed with Form 10-QSB
                  for the nine months ended September 30, 1993 and  incorporated
                  herein by reference.

      10.20       Purchase  and Sale  Agreement  dated  April 6,  2001,  between
                  Timberland    Partners   Management   Company,   a   Minnesota
                  corporation,  and  Angeles  Partners  XII,  a  South  Carolina
                  limited  partnership,  for the  sale of  Briarwood  Apartments
                  filed with Form 10-QSB for the six months ended June 30, 2001.

      10.21      Purchase  and  Sale  Agreement  dated  April 6,  2001,  between
                 Timberland    Partners    Management   Company,   a   Minnesota
                 corporation, and Angeles Partners XII, a South Carolina limited
                 partnership,  for the sale of Gateway Gardens  Apartments filed
                 with Form 10-QSB for the six months ended June 30, 2001.

      10.22       Multifamily  Note secured by a Mortgage or Deed of Trust dated
                  December  20,  2001,  between  Hunters  Glen  AP  XII  Limited
                  Partnership and GMAC Commercial Mortgage,  relating to Hunters
                  Glen  Apartments  V & VI.  Filed as  Exhibit  10.16(g)  to the
                  Partnership's  Annual Form 10-KSB for the year ended  December
                  31, 2001 and incorporated herein by reference.

99   Certification of Chief Executive Officer and Chief Financial Officer.

Exhibit 99


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



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

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

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


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


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


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