FORM 10-KSB-ANNUAL OR TRANSITIONAL REPORT UNDER
                              SECTION 13 OR 15(D)

                                  FORM 10-KSB
(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 [No Fee Required]

                  For the fiscal year ended December 31, 1997

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

             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.)

One Insignia Financial Plaza, P.O. Box 1089
  Greenville, South Carolina                                     29602
(Address of principal executive offices)                       (Zip Code)

                  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 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.[]

State issuer's revenues for its most recent fiscal year.  $21,291,000

State the aggregate market value of the voting partnership interests held by
nonaffiliates 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 a specified date within the past 60 days.  Market value
information for the Registrant's partnership interests is not available.  Should
a trading market develop for these interests, it is the Managing General
Partner's belief that the aggregate market value of the voting partnership
interests would not exceed $25,000,000.

                      DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

                                    PART I

ITEM 1. DESCRIPTION OF BUSINESS

Angeles Partners XII (the "Partnership" or the "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
(hereinafter 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 and wholly-
owned subsidiary of MAE GP Corporation ("MAE GP"). Effective February 25, 1998,
MAE GP was merged into Insignia Properties Trust ("IPT"), which is an affiliate
of Insignia Financial Group, Inc. ("Insignia").  Thus the Managing General
Partner is now a wholly-owned subsidiary of IPT.  The Elliott Accommodation
Trust and the Elliott Family Partnership, a California limited partnership, are
the Non-Managing General Partners.  The Managing General Partner and the Non-
Managing General Partners are herein collectively referred to as the "General
Partners".

The Partnership, through its public offering of Limited Partnership Units, sold
44,773 units aggregating $44,773,000.  The Managing General Partner contributed
capital in the amount of $1,000 for a 1% interest in the Partnership.  The
Partnership was formed for the purpose of acquiring fee and other forms of
equity interests in various types  of real property.  The Partnership presently
owns ten investment properties and owns a general partnership interest in an
eleventh property.  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 Partnership has no full time 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 Non-Managing
General Partners have no right to participate in the management or conduct of
such business and affairs.  Insignia Residential Group, L.P. provides day-to-day
management to all of the Partnership's investment properties.

The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry.  Each investment
property is located in or near a major urban area and, accordingly, competes for
rentals not only with similar properties in its immediate area but with hundreds
of similar properties throughout the urban area.  Such competition is primarily
on the basis of location, rents, services and amenities.  In addition, the
Partnership competes with significant numbers of individuals and organizations
(including similar partnerships, real estate investment trusts and financial
institutions) with respect to the sale of improved real properties, primarily on
the basis of the prices and terms of such transactions.

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


ITEM 2. DESCRIPTION OF PROPERTIES:

The following table sets forth the Registrant's investments in properties:

                             Date of
Property                     Purchase    Type of Ownership         Use

Briarwood Apartments         06/25/85 Fee ownership subject to   Apartment
 Cedar Rapids, Iowa                   first and second mortgages 73 units

Chambers Ridge Apartments    07/26/84 Fee ownership subject to   Apartment
 Harrisburg, Pennsylvania             first and second mortgages 324 units

Cooper Point Plaza           12/14/84 Fee ownership subject to   Retail Center
 Olympia, Washington                  a first mortgage           103,473 sq.ft.

Gateway Gardens Apartments   12/21/84 Fee ownership subject to   Apartment
 Cedar Rapids, Iowa                   first and second mortgages 328 units
                                
Hunters Glen Apartments - IV 01/31/85 Fee ownership subject to   Apartment
 Plainsboro, New Jersey               a first mortgage           264 units

Hunters Glen Apartments - V  01/31/85 Fee ownership subject to   Apartment
 Plainsboro, New Jersey               first and second mortgages 304 units

Hunters Glen Apartments - VI 01/31/85 Fee ownership subject to   Apartment
 Plainsboro, New Jersey               first and second mortgages 328 units

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

Southpointe Apartments       06/12/85 Fee ownership subject to   Apartment
 Bedford Heights, Ohio                a first mortgage           499 units

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

The Partnership also has a 44.5% interest in Princeton Golf Course Joint Venture
("Joint Venture").  The Partnership entered into a General Partnership Agreement
with Angeles Income Properties, Ltd. II and Angeles Partners XI, both California
partnerships and affiliates of the Managing General Partner, to form the Joint
Venture.  The property owned by the Joint Venture, as of December 31, 1997, is
summarized as follows:

                               Date of
Property                       Purchase     Type of Ownership         Use

Princeton Meadows Golf Course  07/26/91  Fee ownership subject to   Golf Course
  Princeton, New Jersey                  a first mortgage


The Joint Venture is carried on the Partnership's balance sheet on the equity
method of accounting and is included in "Investment in joint venture" see "Item
7.".

SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)

                              Gross
                             Carrying  Accumulated                   Federal
Property                      Value    Depreciation  Rate   Method  Tax Basis

Briarwood Apartments       $   1,814  $   1,124    5-40 yrs  (1)     $    688
Chambers Ridge Apartments      9,703      6,355    5-40 yrs  (1)        3,287
Cooper Point Plaza             8,865      5,052    5-40 yrs  (1)        4,859
Gateway Gardens Apartments     7,561      4,915    5-40 yrs  (1)        2,404
Hunters Glen Apartments-IV    11,199      6,280    5-40 yrs  (1)        4,573
Hunters Glen Apartments-V     13,043      7,347    5-40 yrs  (1)        5,279
Hunters Glen Apartments-VI    14,029      7,927    5-40 yrs  (1)        5,596
Pickwick Place Apartments      9,230      5,410    5-40 yrs  (1)        3,745
Southpointe Apartments        10,045      6,416    5-40 yrs  (1)        3,284
Twin Lake Towers Apartments   15,130      9,803    5-40 yrs  (1)        4,384

                           $ 100,619  $  60,629                     $  38,099


(1)  Straight line and accelerated

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


SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)



                             Principal                               Principal
                            Balance At                                Balance
                           December 31, Interest   Period   Maturity   Due At
Property                       1997       Rate   Amortized    Date    Maturity

Briarwood Apartments
 1st mortgage             $   1,557      7.83%  28.67 yrs  10/2003  $   1,404
 2nd mortgage                    50      7.83%      (1)    10/2003         50
Chambers Ridge Apartments
 1st mortgage                 5,380      7.83%  28.67 yrs  10/2003      4,849
 2nd mortgage                   174      7.83%      (1)    10/2003        174
Cooper Point Plaza
 1st mortgage                 4,026      10.5%  28 yrs     09/2012         43
Gateway Gardens Apartments
 1st mortgage                 6,276      7.83%  28.67 yrs  10/2003      5,657
 2nd mortgage                   203      7.83%      (1)    10/2003        203
Hunters Glen Apartments-IV
 1st mortgage                 8,345      8.43%  28.67 yrs  10/2003      7,787
Hunters Glen Apartments-V
 1st mortgage                 8,787      7.83%  28.67 yrs  10/2003      7,920
 2nd mortgage                   285      7.83%      (1)    10/2003        285
Hunters Glen Apartments-VI
 1st mortgage                 9,146      7.83%  28.67 yrs  10/2003      8,243
 2nd mortgage                   297      7.83%      (1)    10/2003        297
Pickwick Place Apartments
 1st mortgage                 6,451       9.1%  28 yrs     05/2005      5,775
Southpointe Apartments
 1st mortgage (2)            11,000      8.59%      (1)    01/2002     11,000
 Additional borrowing (2)        23      9.00%      (2)    01/2002          1
Twin Lake Towers Apartments
 1st mortgage                10,854      7.83%  28.67 yrs  10/2003      9,782
 2nd mortgage                   352      7.83%      (1)    10/2003        352
                             73,206                                 $  63,822
Less unamortized discounts   (1,101)

                           $ 72,105

(1)Interest only payments.

(2)The mortgage note secured by Southpointe Apartments was modified as of
   December 31, 1997.  The modification agreement extended the term of the
   mortgage note from July 1999 to January 2002.  The lender also agreed to
   advance to the Partnership an amount up to $180,000 for the payment of real
   estate taxes.  The lender advanced approximately $23,000 to the Partnership
   for this purpose in 1997.  See "Capital Resources and Liquidity" in "Item
   6." for more information.

Average annual rental rate and occupancy for 1997 and 1996 for each property:


                                      Average Annual       Average Annual
                                       Rental Rates           Occupancy
Property                             1997         1996      1997     1996

Briarwood Apartments            $6,485/unit   $6,417/unit    96%     95%
Chambers Ridge Apartments (1)    6,874/unit    6,846/unit    91%     89%
Cooper Point Plaza (2)           11.40/s.f.    11.68/s.f.    53%     71%
Gateway Gardens Apartments       6,331/unit    6,205/unit    94%     93%
Hunters Glen Apartments - IV     8,702/unit    8,573/unit    96%     94%
Hunters Glen Apartments - V      8,831/unit    8,573/unit    96%     95%
Hunters Glen Apartments - VI     8,712/unit    8,464/unit    96%     94%
Pickwick Place Apartments (3)    6,805/unit    6,468/unit    91%     95%
Southpointe Apartments (4)       5,654/unit    5,535/unit    63%     80%
Twin Lake Towers Apartments      8,269/unit    7,914/unit    97%     96%


(1)Although occupancy improved, this investment property is subject to heavy
   market competition.
(2)This investment property has been adversely affected by the moving out of
   several small tenants.  The Managing General Partner is in the process of
   making several spaces "rent ready" and also is working to fill vacant
   spaces.  Additionally, the Managing General Partner is planning major
   renovations for signage, landscaping, parking lot repairs, and general
   contract work in an effort to improve occupancy.
(3)Concessions have been offered at Pickwick Place Apartments in an effort
   to increase occupancy.
(4)Southpointe Apartments' low occupancy is due to delays in renovations at
   the property and the poor condition of the property.  The mortgage
   indebtedness encumbering this property was modified in December 1997.  As
   part of the agreement, the Partnership is required to advance $150,000 to
   Southpointe Apartments for capital improvement projects.  As of December
   31, 1997, approximately $70,000 of the required improvements have been
   completed (see "Item 7.").

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 and commercial buildings
in the area. The Managing General Partner believes that all of the properties
are adequately insured. The multi-family residential properties' lease terms are
for one year or less.  No residential tenant leases 10% or more of the available
rental space.

The following is a schedule of the lease expirations for the Partnership's
commercial property for the years 1998-2007 (dollar amounts in thousands):


                       Number of      Square        Annual     % of Gross
                      Expirations      Feet          Rent      Annual Rent

 Cooper Point Plaza
        1998               2          2,400       $   24            4.2%
        1999               2          2,400           28            4.9%
        2000               2         10,727          122             21%
        2001               -             --           --             --
        2002               1          1,200           15            2.6%
        2003               -             --           --             --
        2004               2         32,538          356           61.0%
        2005               1             (*)          37            6.3%
        2006               -             --           --             --
        2007               -             --           --             --


(*) This expiration is a ground lease.

The following schedule reflects information on tenants occupying 10% or
more of the leasable square footage for each property:


                             Square Footage    Annual Rent        Lease
Nature of Business               Leased      Per Square Foot    Expiration

Cooper Point Plaza

Drug Store                       19,527         $  7.27          08/31/04
Post Office                      13,011           16.46          06/30/04


Real estate taxes and rates in 1997 for each property were:

                                        1997             1997
                                      Billing            Rate
                                   (in thousands)

Briarwood Apartments                 $  73*             3.47%
Chambers Ridge Apartments              161              2.78%
Cooper Point Plaza                     102              1.58%
Gateway Gardens Apartments             243**            3.13%
Hunters Glen Apartments - IV           277              2.45%
Hunters Glen Apartments - V            299              2.45%
Hunters Glen Apartments - VI           303              2.45%
Pickwick Place Apartments              196*             7.11%
Southpointe Apartments                 235              5.86%
Twin Lake Towers Apartments            267*             5.59%

*  Represents 1996 billing.  Tax bills for 1997 not yet received.
** Represents a fiscal year ending June 30, 1997.

ITEM 3.    LEGAL PROCEEDINGS

The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature.  Management of the Partnership believes that all such
routine matters are adequately covered by insurance and will be resolved without
a material adverse effect upon the Partnership's financial condition, results of
operation, or liquidity.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Unit holders of the Partnership did not vote on any matter during the fiscal
year covered by this report.


                                      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, 1997, the Partnership had 3,971 Limited Partners of record and
44,718 Limited Partnership Units outstanding.  During 1996, the number of
Limited Partnership Units decreased by 55 units due to limited partners
abandoning their Units.  In abandoning his or her Limited Partnership Unit, a
limited partner relinquishes all right, title and interest in the Partnership as
of the date of abandonment.  There is no intention to sell additional Limited
Partnership Units nor is there an established market for these units.

There were no distributions to the partners for the years ending December 31,
1996 and 1997.  There are no material restrictions upon the Partnership's
present or future ability to make distributions in accordance with the
provisions of the Partnership Agreement.  Future cash distributions will depend
on the levels of cash generated from operations, refinancings, property sales
and cash reserves.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

The Partnership incurred a net loss of approximately $2,025,000 for the year
ended December 31, 1997, as compared to a net loss of approximately $1,802,000
for the year ended December 31, 1996. This increase in net loss for the year 
ended December 31, 1997, is due to a decrease in other income and an increase in
expenses, which is only partially offset by an increase in equity income of the
Joint Venture.

Total expenses for the year ended December 31, 1997 as compared to the year
ended December 31, 1996, increased due to increases in operating and
depreciation expenses, partially offset by a decrease in general and
administrative expenses and a recovery of bad debts.  The increase in operating
expense can be attributed to increases in property, advertising, and maintenance
expenses.  Property expenses increased primarily due to an increase in the
number of corporate units available at Hunters Glen Apartments - IV, V, and VI.
Although these units are very profitable, the expenses associated with operating
these units are higher since they are fully furnished and the utilities are
included.  Also contributing to the increase in property expenses is the
increase in maintenance salaries at Pickwick Place Apartments due to the need
for additional maintenance personnel during 1997. Advertising expense increased
at Pickwick Place Apartments due to concessions made in an effort to increase
occupancy. Maintenance expense increased as a result of ongoing improvement
projects at Southpointe Apartments, such as major parking lot repairs and
electrical work.  There were also interior painting projects at Pickwick Place
Apartments and Twin Lake Towers Apartments and major landscaping expenditures at
Hunters Glen Apartments - IV.  Depreciation expense increased partially as a
result of large siding and paving projects being capitalized at Pickwick Place
Apartments in 1996.  In 1997, a full year of depreciation was taken on these
assets versus only a half year in 1996.  The decrease in general and
administrative expenses can be attributed to a decrease in reimbursements for
services of affiliates.

Bad debt recovery for the year ended December 31, 1997, results from a reduction
of the reserve necessary at Cooper Point Plaza and Southpointe Apartments, based
on a review of their tenant accounts receivable.

The Partnership has a 44.5% investment in the Princeton Meadows Golf Course
Joint Venture. For the year ended December 31, 1997, the Partnership realized
equity in income of the Joint Venture of approximately $42,000, as compared to
equity in loss of the Joint Venture of approximately $67,000 for the year ended
December 31, 1996. The improved performance of this property can be attributed
to an increase in revenue. These revenue increases can be attributed to
maintenance upgrades at the golf course that have improved the appearance of the
property.  The decrease in expense can be attributed to the use of leased
equipment which has lowered repairs and maintenance costs and the completion of
landscaping and repairs in 1996.

The $70,000 loss on disposal of assets for the year ended December 31, 1997, was
the result of roof, balcony and carport replacements at Twin Lake Towers
Apartments and Pickwick Place Apartments.  The loss results from the assets not
being fully depreciated at time of disposal or replacement.

Included in operating expense for the year ended December 31, 1997, is
approximately $532,000 of major repairs and maintenance mainly comprised of
window covering replacements, exterior painting, parking lot repairs, exterior
building repairs and major landscaping.  For the year ended December 31, 1996,
approximately $468,000 of major repairs and maintenance is included in operating
expense mainly comprised of exterior painting, parking lot repairs, interior
building repairs and major landscaping.

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

CAPITAL RESOURCES AND LIQUIDITY

At December 31, 1997, the Partnership held cash and cash equivalents of
approximately $6,459,000, compared to approximately $4,827,000 at December 31,
1996.  The increase in net cash for the years ended December 31, 1997 and 1996,
was approximately $1,632,000 and $1,184,000, respectively.  Net cash provided by
operating activities increased for the year ended December 31, 1997, versus the
year ended December 31, 1996, despite an increased net loss.  Contributing to
the increase in net cash provided by operating activities was a decrease in
receivables and deposits and an increase in other liabilities, partially offset
by an increase in other assets and a decrease in accounts payable.  Receivables
and deposits decreased due to the collection of tenant accounts receivable and
the timing of property tax escrow payments at some of the investment properties.
Other liabilities increased due to the accrual of interest on the debt secured
by Southpointe Apartments, as discussed below.  The increase in other assets for
the year ended December 31, 1997, versus the year ended December 31, 1996,
results from an increase in prepaid insurance premiums. Accounts payable
decreased primarily due to the paydown of accounts payable at Southpointe
Apartments. Net cash used in investing activities increased as a result of a
decrease in net receipts from restricted escrows, partially offset by decreased
advances to the Joint Venture during 1997. Net cash used in financing activities
resulted from principal payments made on the mortgage notes payable for the year
ended December 31, 1997.

The mortgage encumbering Southpointe Apartments was in default from April 1997
until December 31, 1997, due to non-payment of the monthly debt-service
requirements. This property has increasing maintenance needs, some of which have
been completed as of December 31, 1997.  Historically, monthly payments of debt
service have been late, as the property rents for the current month are used to
pay the prior month's debt service. In February 1997, the tenants at Southpointe
Apartments orchestrated a rent strike. The tenants demanded that until certain
capital improvements were made at the property, rents would be held in escrow.
The Managing General Partner negotiated with the attorney for the tenants
regarding the tenant complaints.  At December 31, 1997, certain improvements had
been made and the remaining rents were released from escrow.  The Managing
General Partner had been unsuccessful in attempts to refinance the $11,000,000
mortgage indebtedness secured by Southpointe Apartments, which carried a
maturity date of July 1999 and a stated interest rate of 8.59%. However, a
modification was agreed upon at December 31, 1997, which extends the maturity
date of the loan until January 2002.  The modification was contingent upon the
payment of all delinquent accrued interest, the installation of new boilers at
the property with a cost of approximately $70,000, approximately $80,000 in
capital improvements to be made over the next two years and a reduction in the
management fee taken by the management company from 5% of gross revenues to 3%
of gross revenues.  In addition, in accordance with the mortgage agreement, the
lender advanced the Partnership an additional $23,000 to be used to pay real
estate taxes.  This advance is secured by the mortgage agreement and accrues
interest at 9%.  The advance matures January 2002. In January 1998, a payment
was made to the lender to satisfy all the accrued interest and secure the
modification.  All other terms of the debt remain the same.

The Partnership's primary source of cash is from the operations of its
properties and from financing placed on such properties.  Cash from these
sources is utilized for property operations, capital improvements, and/or
repayment of debt.  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 investment properties to adequately
maintain the physical assets and other operating needs of the Partnership.  The
Partnership indebtedness amounts to approximately $72,105,000, net of
unamortized discounts, with maturity dates ranging from January 2002 to
September 2012, at which point approximately $63,822,000 of balloon payments
will be due.  There were no cash distributions during the years ending December
31, 1997 or 1996.  There are no material restrictions upon the Partnership's
present or future ability to make distributions in accordance with the
provisions of the Partnership Agreement.  Future cash distributions will depend
on the levels of cash generated from operations, refinancings, property sales
and cash reserves.

Year 2000

The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services.  Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue").  The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems.  The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.

Other

Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements.  Such forward-looking statements speak only as of the date
of this annual report.  The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.


ITEM 7. FINANCIAL STATEMENTS

ANGELES PARTNERS XII

LIST OF FINANCIAL STATEMENTS

 Report of Independent Auditors

 Consolidated Balance Sheet - December 31, 1997

 Consolidated Statements of Operations - Years ended December 31, 1997 and 1996

 Consolidated Statements of Changes in Partners' Deficit - Years ended December
  31, 1997 and 1996

 Consolidated Statements of Cash Flows - Years ended December 31, 1997 and 1996

 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, 1997, and the related consolidated statements of
operations, changes in partners' deficit and cash flows for each of the two 
years in the period ended December 31, 1997.  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 generally accepted auditing 
standards. 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, 1997, and the consolidated results of its operations and 
its cash flows for each of the two years in the period ended December 31, 1997, 
in conformity with generally accepted accounting principles.




                                        /S/ ERNST & YOUNG LLP



Greenville, South Carolina
February 25, 1998

                              ANGELES PARTNERS XII
                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)
                               December 31, 1997


   Assets
     Cash and cash equivalents                                      $    6,459
     Receivables and deposits, net of allowance
       for doubtful accounts of $39                                      1,674
     Restricted escrows                                                  1,305
     Other assets                                                        1,747
     Investment in, and advances of $149
       to, joint venture (Note F)                                          190
     Investment properties (Notes B and E):
       Land                                            $  10,341
       Buildings and related personal
          property                                        90,278
                                                         100,619
       Less accumulated depreciation                     (60,629)       39,990

                                                                    $   51,365

   Liabilities and Partners' Deficit
   Liabilities
     Accounts payable                                               $      532
     Tenant security deposits                                              960
     Accrued taxes                                                       1,045
     Other liabilities                                                   1,338
     Mortgage notes payable (Notes B and E)                             72,105

   Partners' Deficit
     General partners                                  $    (631)
     Limited partners (44,718 units issued and
       outstanding)                                      (23,984)      (24,615)

                                                                    $   51,365


          See Accompanying Notes to Consolidated Financial Statements

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



                                                Years Ended December 31,
                                                  1997            1996
Revenues:
  Rental income                               $  20,007       $  20,001
  Other income                                    1,284           1,320
    Total revenues                               21,291          21,321

Expenses:
  Operating                                       9,306           8,900
  General and administrative                        509             551
  Depreciation                                    4,965           4,811
  Interest                                        6,493           6,538
  Property taxes                                  2,161           2,089
  Bad debt (recovery) expense, net                 (146)            167
  Loss on disposal of property                       70              --
    Total expenses                               23,358          23,056

Equity in income (loss) of joint
    venture (Note F)                                 42             (67)

    Net loss                                  $  (2,025)      $  (1,802)

Net loss allocated to general partners (1%)   $     (20)      $     (18)

Net loss allocated to limited partners (99%)     (2,005)         (1,784)

    Net loss                                  $  (2,025)      $  (1,802)

Net loss per limited partnership unit         $  (44.83)      $  (39.85)


          See Accompanying Notes to Consolidated Financial Statements

                              ANGELES PARTNERS XII
            CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
                        (in thousands, except unit data)



                                  Limited
                                Partnership   General      Limited
                                   Units      Partners    Partners     Total

Original capital contributions    44,773     $      1    $  44,773   $  44,774

Partners' deficit at
 December 31, 1995                44,773     $   (593)   $ (20,195)  $ (20,788)

Net loss for the year
 ended December 31, 1996              --          (18)      (1,784)     (1,802)

Abandonment of Limited
 Partnership Units (Note H)          (55)          --           --          --

Partners' deficit at
 December 31, 1996                44,718         (611)     (21,979)    (22,590)

Net loss for the year ended
 December 31, 1997                    --          (20)      (2,005)     (2,025)

Partners' deficit at
 December 31, 1997                44,718     $   (631)   $ (23,984)  $ (24,615)



               See Accompanying Notes to Consolidated Financial Statements

                              ANGELES PARTNERS XII
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)


                                                    Years Ended December 31,
                                                        1997         1996

Cash flows from operating activities:
 Net loss                                          $ (2,025)     $ (1,802)
 Adjustments to reconcile net loss to
   net cash provided by operating activities:
   Depreciation                                       4,965         4,811
   Amortization of discounts, loan costs, and
       leasing commissions                              427           415
   Bad debt (recovery) expense, net                    (146)          167
   Loss on disposal of asset                             70            --
   Equity in (income) loss of joint venture             (42)           67
 Change in accounts:
   Receivables and deposits                             278          (336)
   Other assets                                         (82)           17
   Accounts payable                                     (61)           91
   Tenant security deposit liabilities                   37            60
   Accrued taxes                                         13            16
   Other liabilities                                    622          (201)

       Net cash provided by operating
        activities                                    4,056         3,305

Cash flows from investing activities:
 Property improvements and replacements              (1,671)       (1,648)
 Advances to joint venture                               (5)          (89)
 Net receipts from restricted escrows                    32           340

       Net cash used in investing activities         (1,644)       (1,397)

Cash flows from financing activities:
 Loan costs paid                                        (15)           --
 Proceeds from mortgage advance                          23            --
 Payments on mortgage notes payable                    (788)         (724)

       Net cash used in financing activities           (780)         (724)

Net increase in cash and cash equivalents             1,632         1,184
Cash and cash equivalents at beginning of year        4,827         3,643

Cash and cash equivalents at end of year           $  6,459      $  4,827
Supplemental disclosure of cash flow information:
 Cash paid for interest                            $  5,464      $  6,093


          See Accompanying Notes to Consolidated Financial Statements

                              ANGELES PARTNERS XII
                   Notes to Consolidated Financial Statements
                               December 31, 1997

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization:  Angeles Partners XII (the "Partnership" or "Registrant") is a
California limited partnership organized on May 26, 1983, to acquire and operate
residential and commercial real estate properties.  The Partnership's managing
general partner is Angeles Realty Corporation II ("ARC II" or the "Managing
General Partner"), an affiliate of Insignia Financial Group, Inc. ("Insignia")
and a wholly-owned subsidiary of MAE GP Corporation ("MAE GP"). Effective
February 25, 1998, MAE GP was merged into Insignia Properties Trust ("IPT"),
which is an affiliate of Insignia.  Thus the Managing General Partner is now a
wholly-owned subsidiary of IPT.  As of December 31, 1997, the Partnership
operates nine residential properties and one commercial property in or near
major urban areas in the United States and owns a general partner interest in a
golf course.

Principles of Consolidation:  The consolidated financial statements of the
Partnership include its 99% limited partnership interest in Hunters Glen AP XII
LP, Hunters Glen Phase I AP XII LP, Hunters Glen GP LP, AP XII Associates LP,
and Pickwick Place AP XII LP.  The Partnership may remove the General Partner of
these limited partnerships; therefore, these partnerships are controlled and
consolidated by the Partnership.  All significant interpartnership balances have
been eliminated. Minority interest is immaterial and not shown separately in the
financial statements.

Cash and Cash Equivalents:  Cash and cash equivalents includes cash on hand and
in banks, money market funds, and certificates of deposit with original
maturities of less than 90 days.  At certain times, the amount of cash deposited
at a bank may exceed the limit on insured deposits.

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

Loan Costs:  Loan costs of approximately $2,734,000 are included in other assets
on the balance sheet and are being amortized on a straight-line basis over the
lives of the loans. Accumulated amortization is approximately $1,358,000 at
December 31, 1997, and is also included in other assets on the balance sheet.

Advertising Costs:  Advertising costs of approximately $222,000 and
approximately $211,000 for the years ended December 31, 1997 and 1996,
respectively, are included in operating expense on the accompanying statements
of operations.

Restricted escrows:

CAPITAL IMPROVEMENT - At the time of the refinancings of the mortgages
encumbering Briarwood Apartments, Chambers Ridge Apartments, Gateway Gardens
Apartments, Hunters Glen Apartments and Twin Lake Towers Apartments, $1,610,000
of the proceeds were designated for "Capital Improvement Escrows" for certain
capital improvements.  The balance in the Capital Improvement Escrows at
December 31, 1997, is $361,000.

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
$156,000 at December 31, 1997.

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.  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 $400 per apartment unit or $808,000.  The balance in the General
Escrow Accounts at December 31, 1997, is approximately $788,000.

Joint Venture:  The Partnership accounts for its 44.5% investment in Princeton
Meadows Golf Course Joint Venture ("Joint Venture") using the equity method of
accounting (see "Note F").  Under the equity method, the Partnership records its
equity interest in earnings or losses of the Joint Venture; however, the
investment in the Joint Venture will be recorded at an amount less than zero (a
liability) to the extent of the Partnership's share of net liabilities of the
Joint Venture.

Investment Properties:  Investment properties are stated at cost.  Acquisition
fees are capitalized as a cost of real estate.  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, 1997 and 1996, no
adjustments for impairment of value were recorded.

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 by
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.

Allocations and Distributions to Partners:  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 Partners in proportion to their interests and 15% 
("Incentive Interest") to the Managing General Partner. 

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

Leases:  The Partnership generally leases apartment units for twelve-month terms
or less.  Commercial building lease terms are from twelve months to ten years.

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

Fair Value:  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
aggregate mortgage notes payable, after discounting the scheduled loan payments
based on estimated borrowing rates currently available to the Partnership,
approximates its carrying balance.

Reclassifications:  Certain reclassifications have been made to the 1996
balances to conform to the 1997 presentation.


NOTE B - MORTGAGE NOTES PAYABLE

The principle terms of mortgage notes payable are as follows:

(dollar amounts in thousands)

                             Principal   Monthly                       Principal
                            Balance At   Payment   Stated               Balance
                           December 31, Including Interest  Maturity    Due At
Property                       1997      Interest   Rate      Date     Maturity

Briarwood Apartments
  1st mortgage            $   1,557      $   12     7.83%    10/2003  $   1,404
  2nd mortgage                   50          (1)    7.83%    10/2003         50
Chambers Ridge Apartments
  1st mortgage                5,380          41     7.83%    10/2003      4,849
  2nd mortgage                  174           1     7.83%    10/2003        174
Cooper Point Plaza
  1st mortgage                4,026          45     10.5%    09/2012         43
Gateway Gardens Apartments
  1st mortgage                6,276          48     7.83%    10/2003      5,657
  2nd mortgage                  203           1     7.83%    10/2003        203
Hunters Glen Apartments-IV
  1st mortgage                8,345          65     8.43%    10/2003      7,787
Hunters Glen Apartments-V
  1st mortgage                8,787          67     7.83%    10/2003      7,920
  2nd mortgage                  285           2     7.83%    10/2003        285
Hunters Glen Apartments-VI
  1st mortgage                9,146          70     7.83%    10/2003      8,243
  2nd mortgage                  297           2     7.83%    10/2003        297
Pickwick Place Apartments
  1st mortgage                6,451          54     9.1%     05/2005      5,775
Southpointe Apartments
  1st mortgage               11,000          79     8.59%    01/2002     11,000
 Additional borrowing (2)        23           1     9.00%    01/2002          1
Twin Lake Towers Apartments
  1st mortgage               10,854          83     7.83%    10/2003      9,782
  2nd mortgage                  352           2     7.83%    10/2003        352
                             73,206
Less unamortized
 discounts at a
 rate of 8.13%               (1,101)

     Total                $  72,105      $  573                       $  63,822


(1) Monthly payment is less than $1000

(2) The mortgage note secured by Southpointe Apartments was modified as of 
    December 31, 1997.  The modification agreement extended the term of the 
    mortgage notes from July 1999 to January 2002.  The lender also agreed to 
    advance to the Partnership an amount up to $180,000 for the payment of real
    estate taxes.  The lender advanced approximately $23,000 to the Partnership 
    for this purpose in 1997. See "Capital Resources and Liquidity" in "Item 6."
    for more information.

The mortgage notes payable are nonrecourse and are secured by pledge of certain 
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.

Scheduled principal payments of mortgage notes payable subsequent to December 
31, 1997, are as follows (in thousands):

                 1998                   $     866
                 1999                         941
                 2000                       1,023
                 2001                       1,112
                 2002                      12,205
              Thereafter                   57,059

                                        $  73,206


NOTE C - INCOME TAXES

Taxable income or loss of the Partnership is reported in the income tax returns 
of its partners.  Accordingly, no provision for income taxes is made in the 
financial statements of the Partnership.

The following is a reconciliation of reported net loss and Federal taxable loss:

                                         1997            1996
                                   (in thousands, except unit data)

Net loss as reported                  $ (2,025)       $  (1,802)
Add (deduct):
     Depreciation differences            1,162              566
     Unearned income                        97             (197)
     Discounts on mortgage
        notes payable                       25               19
     Other                                  24               40

Federal taxable loss                  $   (717)       $  (1,374)

Federal taxable loss per
     limited partnership unit         $ (15.87)       $  (30.38)


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


     Net liabilities                             $ (24,615)
     Land and buildings                              8,886
     Accumulated depreciation                      (10,777)
     Syndication and distribution costs              6,093
     Other                                             166

     Net liabilities - Federal tax basis         $ (20,247)


NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES

The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following amounts owed to the
Managing General Partner and affiliates for the years ended December 31, 1997
and 1996, were paid or accrued:

                                                  1997            1996
                                                     (in thousands)

Property management fees (included in
  operating expenses)                         $1,029         $   1,033
Reimbursement for services of affiliates
  (included in operating and general and
  administrative expenses and investment
  property)                                      431               453

Included in reimbursements for services of affiliates for the year ended
December 31, 1997 and 1996, is approximately $70,000 and $33,000, respectively,
of construction oversight reimbursements.

For the period from January 1, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Managing General Partner.  An affiliate of the Managing General Partner
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the master
policy.  The agent assumed the financial obligations of the affiliate of the
Managing General Partner who receives payments on these obligations from the
agent. The amount of the Partnership's insurance premiums that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was not significant.

The Partnership may make advances to the Joint Venture as deemed appropriate by
the Managing General Partner.  These advances do not bear interest and do not
have stated terms of repayment. At December 31, 1997, the amount of advances
receivable from the Joint Venture was approximately $149,000.

Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust,
holds a note receivable from the Joint Venture, which is secured by the Joint
Venture's sole investment property known as the Princeton Meadows Golf Course,
in the amount of approximately $1,567,000 at December 31, 1997.  Interest
expense on the debt secured by the Joint Venture was approximately $196,000 and
$200,000 for the years ended December 31, 1997 and 1996, respectively.

In November 1992, MAE GP Corporation ("MAE GP") acquired 1,675,113 Class B
Common Shares of AMIT. The terms of the Class B shares provide that they are
convertible, in whole or in part, into Class A Common Shares of AMIT on the
basis of 1 Class A share for every 49 Class B shares (however, in connection
with the settlement agreement described in the following paragraph, MAE GP
agreed not to convert the Class B shares so long as AMIT's option is
outstanding).  These Class B Shares entitle the holder to receive 1% of the
distributions of net cash distributed by AMIT (however, in connection with the
settlement agreement described in the following paragraph, MAE GP agreed to
waive its right to receive dividends and distributions so long as AMIT's option
is outstanding).  The holder of the Class B shares is also entitled to vote on
the same basis as the holders of Class A shares, providing the holder with
approximately 39% of the total voting power of AMIT (unless and until converted
to Class A shares, in which case the percentage of the vote controlled
represented by such shares would approximate 1.3% of the total voting power of
AMIT).

As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B shares owned by it.  This option can be exercised
at the end of 10 years or when all loans made by AMIT to partnerships which were
affiliated with MAE GP as of November 9, 1994 (which is the date of execution of
a definitive settlement agreement), have been paid in full.  In connection with
such settlement, AMIT delivered to MAE GP cash in the sum of $250,000 at closing
(which occurred April 14, 1995), as payment for the option. If and when the
option is exercised, AMIT will be required to remit to MAE GP an additional
$94,000.

Simultaneously with the grant of the option and as part of the settlement, MAE
GP also executed an irrevocable proxy in favor of AMIT, which provides that the
holder of the Class B shares is permitted to vote those shares on all matters
except those involving transactions between AMIT and MAE GP affiliated borrowers
or the election of any MAE GP affiliate as an officer or trustee of AMIT.  With
respect to such matters, the trustees of AMIT are required to vote (pursuant to
the irrevocable proxy) the Class B shares (as a single block) in the same manner
as a majority of the Class A shares are voted (to be determined without
consideration of the votes of "Excess Class A Shares" (as defined in Section
6.13 of AMIT's Declaration of Trust)).

Between its acquisition of the Class B shares (in November 1992) and March 31,
1995, MAE GP declined to vote these shares.  Since that date, MAE GP voted its
shares at the 1995 and 1996 annual meetings in connection with the election of
trustees and other matters. In February 1998, MAE GP was merged into Insignia
Properties Trust, and in connection with that merger, MAE GP dividended all of
the Class B shares to its sole stockholder, Metropolitan Asset enhancement, L.P.
("MAE").  As a result, MAE, as the holder of the Class B shares, is now subject
to the terms of the settlement agreement, option and irrevocable proxy described
in the two preceding paragraphs.  Neither MAE GP nor MAE has exerted and intends
to exert any management control over or participate in the management of AMIT.
However, subject to the terms of the proxy described below, MAE may choose to
vote the Class B shares as it deems appropriate in the future.

Liquidity Assistance L.L.C., which is an affiliate of the Managing General
Partner, MAE and Insignia (which provides property management and partnership
administration services to the Partnership), owned 96,800 Class A shares of AMIT
at December 31, 1997. These Class A shares represent approximately 2.2% of the
total voting power of AMIT.

On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in
principle contemplating, among other things, a business combination of AMIT and
Insignia Properties Trust, an entity then owned 98% by Insignia and its
affiliates ("IPT").  On July 18, 1997, IPT, Insignia and MAE GP entered into a
definitive merger agreement pursuant to which (subject to shareholder approval
and certain other conditions, including the receipt by AMIT of a fairness
opinion from its investment bankers) AMIT would be merged with and into IPT,
with each Class A share and Class B share being converted into 1.625 and 0.0332
common shares of IPT, respectively.  The foregoing exchange ratios are subject
to adjustment to account for dividends paid by AMIT from January 1, 1997 and
dividends paid by IPT from February 1, 1997.  It is anticipated that Insignia
and its affiliates (including MAE) would own approximately 57% of post-merger
IPT when this transaction is consummated.

NOTE E - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION

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

Investment Properties
Briarwood Apartments       $   1,607      $   136   $ 1,409    $    269
Chambers Ridge Apartments      5,554          527     7,823       1,353
Cooper Point Plaza             4,026        1,689     5,319       1,857
Gateway Gardens Apartments     6,479          255     6,206       1,100
Hunters Glen Apartments-IV     8,345        1,552     8,324       1,323
Hunters Glen Apartments-V      9,072        1,820     9,759       1,464
Hunters Glen Apartments-VI     9,443        1,981    10,620       1,428
Pickwick Place Apartments      6,451          603     6,552       2,075
Southpointe Apartments        11,023          663     8,616         766
Twin Lake Towers Apartments   11,206        1,115    12,806       1,209

   Totals                  $  73,206      $10,341   $77,434    $ 12,844

<TABLE>
<CAPTION>
                            Gross Amount At Which Carried
                                At December 31, 1997
                                   (in thousands)

                                      Buildings
                                     And Related
                                      Personal           Accumulated    Date    Depreciable
        Description           Land    Property    Total  Depreciation Acquired  Life-Years
<S>                         <C>      <C>       <C>       <C>         <C>          <C>
Briarwood Apartments         $   136  $ 1,678   $  1,814  $  1,124    06/25/85     10-20
Chambers Ridge Apartments        527    9,176      9,703     6,355    07/26/84     10-20
Cooper Point Plaza             1,689    7,176      8,865     5,052    12/14/84     10-20
Gateway Gardens Apartments       255    7,306      7,561     4,915    12/21/84     10-20
Hunters Glen Apartments - IV   1,552    9,647     11,199     6,280    01/31/85     10-40
Hunters Glen Apartments - V    1,820   11,223     13,043     7,347    01/31/85     10-40
Hunters Glen Apartments - VI   1,981   12,048     14,029     7,927    01/31/85     10-40
Pickwick Place Apartments        603    8,627      9,230     5,410    05/11/84     10-20
Southpointe Apartments           663    9,382     10,045     6,416    06/12/85     10-20
Twin Lake Towers Apartments    1,115   14,015     15,130     9,803    03/30/84     10-20

   Totals                    $10,341  $90,278   $100,619  $ 60,629
</TABLE>

The depreciable lives included above are for the buildings 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,
                                                 1997           1996
                                                   (in thousands)

Investment Properties

Balance at beginning of year                 $ 99,165        $ 97,572
   Property improvements                        1,671           1,648
   Disposal of assets                            (217)            (55)

Balance at end of year                       $100,619        $ 99,165

Accumulated Depreciation

Balance at beginning of year                 $ 55,811        $ 51,033
   Additions charged to expense                 4,965           4,811
   Disposal of assets                            (147)            (33)

Balance at end of year                       $ 60,629        $ 55,811


The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996, is $109,505,000 and $107,834,000 respectively.  The
accumulated depreciation taken for Federal income tax purposes at December 31,
1997 and 1996, is $71,406,000 and $67,603,000, respectively.

NOTE F - INVESTMENT IN JOINT VENTURE

Condensed balance sheet information of the Joint Venture at December 31, 1997,
is as follows (in thousands):

Assets
Cash                                         $   167
Other assets                                     175
Investment properties, net                     2,011
   Total                                     $ 2,353


Liabilities and Partners' Capital
Note payable to AMIT (Note D)                $ 1,567
Other liabilities                                693
Partners' capital                                 93
   Total                                     $ 2,353

The condensed statements of operations of the Joint Venture for the years ended
December 31, 1997 and 1996, are summarized as follows:

                                         Years Ended
                                         December 31,
                                       1997          1996
                                       (in thousands)

Revenue                             $ 1,628       $ 1,417
Costs and expenses                   (1,535)       (1,567)

   Net income (loss)                $    93       $  (150)


The Partnership realized equity income of approximately $42,000 and equity loss
of approximately $67,000 in the Joint Venture for the years ended December 31,
1997 and 1996, respectively.

The Princeton Meadows Golf Course property had an underground fuel storage tank
that was removed in 1992.  This fuel storage tank caused contamination to the
area. Management installed monitoring wells in the area where the tank was
formerly buried.  Some samples from these wells indicated lead and phosphorous
readings that were higher than the range prescribed by the New Jersey Department
of Environmental Protection ("DEP").  The Joint Venture notified DEP of the
findings when they were first discovered.  However, DEP did not give any
directives as to corrective action until late 1995.

In November 1995, representatives of the Joint Venture and the New Jersey DEP
met and developed a plan of action to clean-up the contamination site at
Princeton Meadows Golf Course.  The Joint Venture has engaged an engineering
firm to conduct consulting and compliance work and a second firm to perform the
field work necessary for the clean-up.  Field work is in process, with skimmers
having been installed at three test wells on the site.  These skimmers are in
place to detect any residual fuel that may still be in the ground.  The expected
completion date of field work should be sometime in 1999.  The Joint Venture
originally recorded a liability of $199,000 for the costs of the clean-up.  For
the year ended December 31, 1997, the Joint Venture recorded an additional
liability of approximately $45,000 as an adjustment to estimated costs remaining
to complete the clean-up.  At December 31, 1997, the balance in the liability
for clean-up costs is $60,000.  Funds from the property will be used to cover
this excess.

NOTE G - OPERATING LEASES

Tenants of the commercial property are responsible for their own utilities and
maintenance of their space, and payment of their proportionate share of common
area maintenance, utilities, insurance and real estate taxes.  Tenants are
generally not required to pay a security deposit.  Bad debt expense has been
within the Managing General Partner's expectations.

As of December 31, 1997, the Partnership had minimum future rentals under
noncancellable leases with terms in excess of one year (in thousands):


                   1998                      $   580
                   1999                          564
                   2000                          491
                   2001                          428
                   2002                          419
                Thereafter                       689
                                             $ 3,171


NOTE H - ABANDONED LIMITED PARTNERSHIP UNITS

In 1996, the number of Limited Partnership Units decreased by 55 units, due to
limited partners abandoning their units.  In abandoning his or her Limited
Partnership Unit, a limited partner relinquishes all right, title and interest
in the Partnership as of the date of abandonment.  However, during the year of
abandonment, the Limited Partner will still be allocated his or her share of the
income or loss. The loss per Limited Partnership Unit in the accompanying
Consolidated Statements of Operations is calculated based on the number of units
outstanding at the beginning of the year.

NOTE I - OTHER ITEMS

During October 1997, there was a fire on the balcony of a unit at Pickwick Place
Apartments.  The fire caused smoke and water damage to four units in the
building. Expected insurance proceeds to be received as a result of this
casualty approximate the estimated repair costs of $60,000.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL
        DISCLOSURES

There were no disagreements with Ernst & Young, LLP regarding the 1997 or 1996
audits of the Partnership's financial statements.

                                      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"), is a
wholly-owned subsidiary of MAE GP Corporation (MAE GP).

Effective February 25, 1998, MAE GP was merged into Insignia Properties Trust
("IPT"), which is an affiliate of Insignia Financial Group, Inc. ("Insignia").
Thus the Managing General Partner is now a wholly-owned subsidiary of IPT.

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

Carroll D. Vinson                   57             President and Director

Robert D. Long, Jr.                 30             Vice President and 
                                                   Chief Accounting Officer

William H. Jarrard, Jr.             51             Vice President

Daniel M. LeBey                     32             Secretary

Kelley M. Buechler                  40             Assistant Secretary

Carroll D. Vinson has been President and Director of the Managing General
Partner and President of Metropolitan Asset Enhancement, L.P. ("MAE"), and
subsidiaries since August 1994. He has acted as Chief Operating Officer of IPT,
since May 1997. During 1993 to August 1994, Mr. Vinson was affiliated with
Crisp, Hughes & Co. (regional CPA firm) and engaged in various other investment
and consulting activities which included portfolio acquisitions, asset
dispositions, debt restructurings and financial reporting. Briefly, in early
1993, Mr. Vinson served as President and Chief Executive Officer of Angeles
Corporation, a real estate investment firm.  From 1991 to 1993, Mr. Vinson was
employed by Insignia in various capacities including Managing Director -
President during 1991.

Robert D. Long, Jr. has been Vice President of the Managing General Partner
since August 1994. Mr. Long joined MAE in September 1993.  Since 1994 he has
acted as Vice President and Chief Accounting Officer of the MAE subsidiaries.
Mr. Long was an accountant for Insignia until joining MAE in 1993. Prior to
joining Insignia, Mr. Long was an auditor for the State of Tennessee and was
associated with the accounting firm of Harsman Lewis and Associates.

William H. Jarrard, Jr. has been Vice President of the Managing General Partner
since December 1992.  He has acted as Senior Vice President of IPT since May
1997. Mr. Jarrard previously acted as Managing Director - Partnership
Administration of Insignia from January 1991 through September 1997 and served
as Managing Director - Partnership Administration and Asset Management from July
1994 until January 1996.

Daniel M. LeBey has been Secretary of the Managing General Partner since January
29, 1998 and Insignia's Assistant Secretary since April 30, 1997. Since July
1996 he has also served as Insignia's Associate General Counsel.  From September
1992 until June 1996, Mr. LeBey was an attorney with the law firm of Alston &
Bird LLP, Atlanta, Georgia.

Kelley M. Buechler has been Assistant Secretary of the Managing General Partner
since December 1992 and Assistant Secretary of Insignia since 1991.

ITEM 10.  EXECUTIVE COMPENSATION

No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of ARC II.  The Partnership has no plan, nor does the
Partnership presently propose a plan, which will result in any remuneration
being paid to any officer or director upon termination of employment. However,
certain fees and other payments have been made to the Partnership's Managing
General Partner and its affiliates, as described in "Item 12.", which is
incorporated herein by reference.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of December 31, 1997, no person owned of record more than 5% of Limited
Partnership Units of the Partnership nor was any person known by the Partnership
to own of record and beneficially, or beneficially only, more than 5% of such
securities.

The Partnership knows of no contractual arrangements, the operation of the terms
of which may at a subsequent date result in a change in control of the
Partnership, except for:  Article 12.1 of the Agreement, which 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 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 Partners' 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
Agreement.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

No transactions have occurred between the Partnership and any officer or
director of ARC II.

The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following amounts owed to the
Managing General Partner and affiliates for the years ended December 31, 1997
and 1996, were paid or accrued:


                                                  1997          1996
                                                   (in thousands)

Property management fees                      $1,029          $ 1,033
Reimbursement for services of affiliates         431              453

Included in reimbursements for services of affiliates for the year ended
December 31, 1997 and 1996, is approximately $70,000 and $33,000, respectively,
of construction oversight reimbursements.

For the period from January 1, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Managing General Partner.  An affiliate of the Managing General Partner
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the master
policy.  The agent assumed the financial obligations of the affiliate of the
Managing General Partner who receives payments on these obligations from the
agent. The amount of the Partnership's insurance premiums that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was not significant.

The Partnership may make advances to the Joint Venture as deemed appropriate by
the Managing General Partner.  These advances do not bear interest and do not
have stated terms of repayment.  At December 31, 1997, the amount of advances
receivable from the Joint Venture was approximately $149,000.

Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust,
holds a note receivable from the Joint Venture, which is secured by the Joint
Venture's sole investment property known as the Princeton Meadows Golf Course,
in the amount of approximately $1,567,000 at December 31, 1997.  Interest
expense on the debt secured by the Joint Venture was approximately $196,000 and
$200,000 for the year ended December 31, 1997 and 1996, respectively.

In November 1992, MAE GP Corporation ("MAE GP") acquired 1,675,113 Class B
Common Shares of AMIT. The terms of the Class B shares provide that they are
convertible, in whole or in part, into Class A Common Shares of AMIT on the
basis of 1 Class A share for every 49 Class B shares (however, in connection
with the settlement agreement described in the following paragraph, MAE GP
agreed not to convert the Class B shares so long as AMIT's option is
outstanding).  These Class B Shares entitle the holder to receive 1% of the
distributions of net cash distributed by AMIT (however, in connection with the
settlement agreement described in the following paragraph, MAE GP agreed to
waive its right to receive dividends and distributions so long as AMIT's option
is outstanding).  The holder of the Class B shares is also entitled to vote on
the same basis as the holders of Class A shares, providing the holder with
approximately 39% of the total voting power of AMIT (unless and until converted
to Class A shares, in which case the percentage of the vote controlled
represented by such shares would approximate 1.3% of the total voting power of
AMIT).

As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B shares owned by it.  This option can be exercised
at the end of 10 years or when all loans made by AMIT to partnerships which were
affiliated with MAE GP as of November 9, 1994 (which is the date of execution of
a definitive settlement agreement), have been paid in full.  In connection with
such settlement, AMIT delivered to MAE GP cash in the sum of $250,000 at closing
(which occurred April 14, 1995), as payment for the option. If and when the
option is exercised, AMIT will be required to remit to MAE GP an additional
$94,000.

Simultaneously with the grant of the option and as part of the settlement, MAE
GP also executed an irrevocable proxy in favor of AMIT, which provides that the
holder of the Class B shares is permitted to vote those shares on all matters
except those involving transactions between AMIT and MAE GP affiliated borrowers
or the election of any MAE GP affiliate as an officer or trustee of AMIT.  With
respect to such matters, the trustees of AMIT are required to vote (pursuant to
the irrevocable proxy) the Class B shares (as a single block) in the same manner
as a majority of the Class A shares are voted (to be determined without
consideration of the votes of "Excess Class A Shares" (as defined in Section
6.13 of AMIT's Declaration of Trust)).

Between its acquisition of the Class B shares (in November 1992) and March 31,
1995, MAE GP declined to vote these shares.  Since that date, MAE GP voted its
shares at the 1995 and 1996 annual meetings in connection with the election of
trustees and other matters. In February 1998, MAE GP was merged into Insignia
Properties Trust, and in connection with that merger, MAE GP dividended all of
the Class B shares to its sole stockholder, Metropolitan Asset enhancement, L.P.
("MAE").  As a result, MAE, as the holder of the Class B shares, is now subject
to the terms of the settlement agreement, option and irrevocable proxy described
in the two preceding paragraphs.  Neither MAE GP nor MAE has exerted and intends
to exert any management control over or participate in the management of AMIT.
However, subject to the terms of the proxy described below, MAE may choose to
vote the Class B shares as it deems appropriate in the future.

Liquidity Assistance L.L.C., which is an affiliate of the Managing General
Partner, MAE and Insignia (which provides property management and partnership
administration services to the Partnership), owned 96,800 Class A shares of AMIT
at December 31, 1997. These Class A shares represent approximately 2.2% of the
total voting power of AMIT.

On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in
principle contemplating, among other things, a business combination of AMIT and
Insignia Properties Trust, an entity then owned 98% by Insignia and its
affiliates ("IPT").  On July 18, 1997, IPT, Insignia and MAE GP entered into a
definitive merger agreement pursuant to which (subject to shareholder approval
and certain other conditions, including the receipt by AMIT of a fairness
opinion from its investment bankers) AMIT would be merged with and into IPT,
with each Class A share and Class B share being converted into 1.625 and 0.0332
common shares of IPT, respectively.  The foregoing exchange ratios are subject
to adjustment to account for dividends paid by AMIT from January 1, 1997 and
dividends paid by IPT from February 1, 1997.  It is anticipated that Insignia
and its affiliates (including MAE) would own approximately 57% of post-merger
IPT when this transaction is consummated.


                                      PART IV


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits:  See Exhibit Index contained herein.
    (b) No reports on Form 8-K were filed during the fourth quarter of 1997.



                                   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/ Carroll D. Vinson
                                Carroll D. Vinson
                                President, Director

                          Date: March 13, 1998



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 dates
indicated.




/s/ Carroll D. Vinson          President and Director
Carroll D. Vinson





/s/ Robert D. Long, Jr.        Vice-President and Chief
Robert D. Long, Jr.            Accounting Officer

                                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.

   10.1       Purchase and Sale Agreement with Exhibits - Twin Lake Towers
              Apartments filed in Form 8K dated March 30, 1984, incorporated
              herein by reference.

   10.2       Purchase and Sale Agreement with Exhibits - Pickwick Place
              Apartments filed in Form 8K dated May 11, 1984, incorporated
              herein by reference.

   10.3       Purchase and Sale Agreement with Exhibits - Chambers Ridge
              Apartments filed in Form 8K dated July 26, 1984, incorporated
              herein by reference.

   10.4       Purchase and Sale Agreement with Exhibits - Park Village Plaza
              filed in Form 8K dated December 21, 1984, incorporated herein by
              reference.

   10.5       Purchase and Sale Agreement with Exhibits - Gateway Gardens
              Apartments filed in Form 8K dated December 21, 1984, incorporated
              herein by reference.

   10.6       Purchase and Sale Agreement with Exhibits - Hunters Glen
              Apartments I, II, III filed in Form 8K dated February 1, 1985,
              incorporated herein by reference.

   10.7       Purchase and Sale Agreement with Exhibits - Meadows Apartments
              filed in Form 8K dated June 12, 1985, incorporated herein by
              reference.

   10.8       Purchase and Sale Agreement with Exhibits - Briarwood Apartments
              filed in Form 8K dated June 25, 1985, incorporated herein by
              reference.

   10.9       Purchase and Sale Agreement with Exhibits - dated July 26, 1992
              between Princeton Golf Course Joint Venture and Lincoln Property
              Company No. 199 filed in Form 10Q dated August 13, 1992,
              incorporated herein by reference.

   10.10      Princeton Golf Course Joint Venture Agreement with Exhibits -
              dated August 21, 1991 between the Partnership, Angeles Partners
              XI and Angeles Income Properties, Ltd. II filed in Form 10Q dated
              August 13, 1992, 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.

   10.12      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 Briarwood.

        (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 Briarwood.

        (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 Briarwood.

        (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 Briarwood.

        (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 Briarwood.

        (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 Briarwood.

   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.


        (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.

        (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.

        (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.

        (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.

        (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.

   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.

        (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.

        (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.

        (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.

        (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.

        (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.

   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.

        (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.

        (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.

        (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.

        (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.

        (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.

   10.16      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 Gateway Gardens.

        (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 Gateway Gardens.

        (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 Gateway Gardens.

        (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 Gateway Gardens.

        (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 Gateway Gardens.

        (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 Gateway Gardens.

   10.17      Reinstatement and Modification Agreement dated December 31, 1997,
              between Angeles Partners XII, a California limited partnership,
              and Chase Manhattan Bank, successor by merger to Chemical Bank.
               
   16.1       Letter from the Registrant's former independent accountant
              regarding its concurrence with the statements made by the
              Registrant is incorporated by reference to the Exhibit filed with
              Form 8-K dated September 1, 1993.

    27        Financial Data Schedule is filed as an Exhibit to this 
              report.

   99.1       Agreement of Limited Partnership for Angeles Partners XII GP
              Limited Partnership and Angeles Partners XII entered into
              September 9, 1993.

   99.2       Agreement of Limited Partnership for AP XII Associates Limited
              Partnership and Angeles Partners XII entered into September 9,
              1993.

   99.3       Agreement of Limited Partnership for Hunters Glen AP XII Limited
              Partnership and Angeles Partners XII entered into September 17,
              1993.