March 30, 2000



United States

Securities and Exchange Commission
Washington, D.C.  20549


RE:   Angeles Partners XII
      Form 10-KSB
      File No. 0-13309

To Whom it May Concern:

The  accompanying  Form 10-KSB for the year ended  December 31, 1999 describes a
change in the method of  accounting to  capitalize  exterior  painting and major
landscaping,   which  would  have  been  expensed  under  the  old  policy.  The
Partnership believes that this accounting principle change is preferable because
it  provides a better  matching  of  expenses  with the  related  benefit of the
expenditures and it is consistent with industry practice and the policies of the
Managing General Partner.

Please do not hesitate to contact the undersigned with any questions or comments
that you might have.

Very truly yours,



Stephen Waters
Real Estate Controller

                     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, 1999

[ ]   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.)

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

                    Issuer's telephone number (864) 239-1000

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

                                      None

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

                            Limited Partnership Units

                                (Title of class)

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

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

State issuer's revenues for its most recent fiscal year.  $32,144,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 1999. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

                                     PART I

Item 1.  Description of Business

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

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

The  Registrant  is engaged in the business of operating and holding real estate
properties for investment.  In 1984 and 1985 during its acquisition  phase,  the
Registrant   acquired  ten  existing  apartment   properties  and  one  existing
commercial  property.  During  1991,  the  Registrant  acquired a 44.5%  general
partnership   interest  in  a  joint   venture  along  with  two  other  related
partnerships.  In 1990, the Registrant  lost one of its apartment  properties to
foreclosure.  On January  4,  1999,  the  Partnership  sold its only  commercial
property  to an  unaffiliated  third  party.  The  Partnership  also has a 44.5%
investment in Princeton Meadows Golf Course Joint Venture ("Joint Venture").  On
February  26,  1999,  the  Joint  Venture  sold  its only  investment  property,
Princeton Meadows Golf Course, to an unaffiliated third party. In addition,  the
Partnership sold Southpointe Apartments to an unaffiliated third party on August
6, 1999.  As of December 31, 1999 the  Partnership  continues to own and operate
eight apartment complexes. (see "Item 2, Description of Properties").

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

The  Registrant  has no 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 the Non-Managing
General  Partner have no right to  participate  in the  management or conduct of
such business and affairs. An affiliate of the Managing General Partner provides
property  management services for the Partnership's  residential  properties and
until  October  1, 1998 for the  Partnership's  commercial  property.  Effective
October  1,  1998,   property   management   services  were   performed  at  the
Partnership's commercial property by an unrelated party.

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Partnership's properties.  The number and quality of competitive properties,
including  those which may be managed by an affiliate  of the  Managing  General
Partner,  in such market area could have a material  effect on the rental market
for the  apartments  at the  Registrant's  properties  and the rents that may be
charged  for  such  apartments.  While  the  Managing  General  Partner  and its
affiliates  own and/or  control a significant  number of apartment  units in the
United  States,  such  units  represent  an  insignificant  percentage  of total
apartment units in the United States and competition for apartments is local.

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

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

The Partnership  monitors its properties for evidence of pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental testing has been performed,  which resulted in no material adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.  However,  the  Joint  Venture,  in which  the  partnership  had an equity
interest,  was responsible for an environmental  clean-up.  Upon the sale of the
Princeton  Meadows Golf Course,  the Joint Venture  received  documents from the
purchaser  releasing  the  Joint  Venture  from any  further  responsibility  or
liability with respect to the clean-up (see "Item 7. Financial Statements - Note
G").

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

Transfer of Control

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

Item 2.  Description of Property:

The following table sets forth the Registrant's  investments in properties as of
December 31, 1999:
<TABLE>
<CAPTION>

                              Date of
Property                      Purchase         Type of Ownership          Use

<S>                           <C>       <C>                             <C>
Briarwood Apartments          06/25/85   Fee ownership subject to       Apartment
 Cedar Rapids, Iowa                      first and second mortgages(2)  73 units

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

Gateway Gardens               12/21/84   Fee ownership subject to       Apartment
 Apartments                              first and second mortgages(2)  328 units
 Cedar Rapids, Iowa

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

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

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

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

Twin Lake Towers
 Apartments                   03/30/84   Fee ownership subject to       Apartments
 Westmont, Illinois                      first and second mortgages(1)  399 units
</TABLE>

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

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

The  Partnership  also has a 44.5%  investment in Princeton  Meadows 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. On February 26, 1999, the Joint Venture sold
its only investment property,  Princeton Meadows Golf Course, to an unaffiliated
third party. (See "Note G" of the consolidated  financial statements included in
"Item 7. Financial Statements").

Schedule of Properties:

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

<TABLE>
<CAPTION>

                            Gross
                           Carrying   Accumulated                        Federal
Property                    Value     Depreciation    Rate    Method    Tax Basis
                               (in thousands)                         (in thousands)

<S>                         <C>         <C>         <C>         <C>     <C>
Briarwood Apartments        $ 1,949     $ 1,303     5-40 yrs    (1)     $   660
Chambers Ridge Apts          11,938       7,350     5-40 yrs    (1)       4,708
Gateway Gardens Apts          8,234       5,842     5-40 yrs    (1)       2,444
Hunter Glen Apts-IV          11,697       7,397     5-40 yrs    (1)       4,196
Hunter Glen Apts-V           13,590       8,621     5-40 yrs    (1)       4,803
Hunter Glen Apts-VI          14,673       9,283     5-40 yrs    (1)       5,141
Pickwick Place Apts          10,310       6,226     5-40 yrs    (1)       3,803
Twin Lake Towers Apts        18,630      11,266     5-40 yrs    (1)       6,685

                            $91,021     $57,288                         $32,440
</TABLE>

(1)   Straight line and accelerated

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

Schedule of Property Indebtedness

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

<TABLE>
<CAPTION>
                           Principal                                       Principal
                          Balance At                                        Balance
                         December 31,  Interest    Period     Maturity      Due At
        Property             1999        Rate     Amortized   Date (2)     Maturity
                        (in thousands)                                  (in thousands)


<S>                         <C>         <C>         <C>        <C>         <C>
Briarwood Apartments
  1st mortgage              $ 1,511      7.83%    28.67 yrs    10/2003    $ 1,404
  2nd mortgage                   50      7.83%       (1)       10/2003         50
Chambers Ridge Apts

  1st mortgage                5,221      7.83%    28.67 yrs    10/2003      4,849
  2nd mortgage                  174      7.83%       (1)       10/2003        174
Gateway Gardens

  1st mortgage                6,092      7.83%    28.67 yrs    10/2003      5,657
  2nd mortgage                  203      7.83%       (1)       10/2003        203
Hunters Glen Apts IV

  1st mortgage                8,181      8.43%    28.67 yrs    10/2003      7,787
Hunters Glen Apts V

  1st mortgage                8,528      7.83%    28.67 yrs    10/2003      7,920
  2nd mortgage                  285      7.83%       (1)       10/2003        285
Hunters Glen Apts VI

  1st mortgage                8,877      7.83%    28.67 yrs    10/2003      8,243
  2nd mortgage                  297      7.83%       (1)       10/2003        297
Pickwick Place Apts

  1st mortgage                6,309      9.10%     28 yrs      05/2005      5,775
Twin Lake Towers Apts

  1st mortgage               10,534      7.83%    28.67 yrs    10/2003      9,782
  2nd mortgage                  352      7.83%       (1)       10/2003        352
                             56,614                                       $52,778
Less unamortized
  discounts                    (447)

                            $56,167
</TABLE>

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

Rental Rates and Occupancy:

Average  annual  rental rate and  occupancy  for 1999 and 1998 for each property
were as follows:

                                        Average Annual            Average Annual
                                         Rental Rates                Occupancy
                                          (per unit)
 Property                            1999           1998        1999        1998

 Briarwood Apartments              $ 6,778       $ 6,638         98%         97%
 Chambers Ridge Apartments (1)       6,967         6,928         95%         92%
 Gateway Gardens Apartments          6,712         6,507         97%         96%
 Hunters Glen Apartments - IV        9,415         8,950         97%         97%
 Hunters Glen Apartments - V         9,520         8,995         97%         97%
 Hunters Glen Apartments - VI        9,341         8,846         96%         96%
 Pickwick Place Apartments(2)        7,355         6,947         91%         95%
 Twin Lake Towers Apartments         9,027         8,635         98%         97%

(1)   Occupancy at Chambers Ridge Apartments  increased due to the completion of
      a  major  improvement  project  in  1998  which  made  the  property  more
      marketable.

(2)   Occupancy   decreased  at  Pickwick  Place  Apartments  due  to  increased
      competition in the local market.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  All of the  properties of the  Partnership  are subject to
competition from other residential apartment complexes in the area. The Managing
General Partner believes that all of the properties are adequately insured.  The
residential  properties are apartment  complexes  which lease units for terms of
one year or less. As of December 31, 1999, no  residential  tenant leases 10% or
more of the available rental space. All of the properties,  are in good physical
condition  subject to normal  depreciation  and  deterioration as is typical for
assets of this type and age.

Real Estate Taxes and Rates:

Real estate taxes and rates in 1999 for each property were:

                                    1999             1999
                                   Billing           Rate
                               (in thousands)

Briarwood Apartments               $ 79              3.46%
Chambers Ridge Apartments            167             2.88%
Gateway Gardens Apartments           265             3.16%
Hunters Glen Apartments-IV           301             2.67%
Hunters Glen Apartments-V            325             2.67%
Hunters Glen Apartments-VI           329             2.67%
Pickwick Place Apartments            213             7.73%
Twin Lake Towers Apartments          282             5.58%

Capital Improvements:

Briarwood Apartments: The Partnership completed approximately $82,000 in capital
expenditures  at  Briarwood  Apartments  as  of  December  31,  1999  consisting
primarily of air conditioning upgrades, carpet and vinyl replacement, electrical
work,  exterior painting and structural  improvements.  These  improvements were
funded from  replacement  reserves and cash flow.  The  Partnership is currently
evaluating the capital  improvement needs of the property for the upcoming year.
The  minimum  amount to be  budgeted is expected to be $300 per unit or $21,900.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Chambers Ridge Apartments: The Partnership completed approximately $1,952,000 in
capital  expenditures  at  Chambers  Ridge as of December  31,  1999  consisting
primarily of a roof replacement project, swimming pool improvements, parking lot
upgrades,  water  heater  replacement,   flooring  and  appliance  replacements,
equipment   purchases,   exterior  painting,   and  plumbing   upgrades.   These
improvements  were  funded  from  cash  flow  and  replacement   reserves.   The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per unit or $97,200.  Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Gateway Gardens:  The Partnership  completed  approximately  $417,000 in capital
expenditures at Gateway Gardens as of December 31, 1999 consisting  primarily of
interior   improvements,   electrical   and   heating   improvements,   flooring
replacements,  major  landscaping,  and new appliances.  These improvements were
funded  primarily from cash flow and  replacement  reserves.  The Partnership is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $98,400.  Additional  improvements  may be considered  and will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

Hunters Glen IV: The  Partnership  completed  approximately  $407,000 in capital
expenditures at Hunters Glen IV as of December 31, 1999 consisting  primarily of
interior  improvements,  parking lot  upgrades,  air  conditioning  upgrades and
grounds  lighting.  These  improvements were funded primarily from cash flow and
replacement  reserves.  The  Partnership  is  currently  evaluating  the capital
improvement  needs of the property for the upcoming  year. The minimum amount to
be budgeted is expected to be $300 per unit or $79,200.  Additional improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

Hunters  Glen V: The  Partnership  completed  approximately  $458,000 in capital
expenditures at Hunters Glen V as of December 31, 1999  consisting  primarily of
air conditioning upgrades, grounds lighting, parking lot upgrades, swimming pool
improvements,   and  interior  improvements.   These  improvements  were  funded
primarily from cash flow and replacement reserves.  The Partnership is currently
evaluating the capital  improvement needs of the property for the upcoming year.
The  minimum  amount to be  budgeted is expected to be $300 per unit or $91,200.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Hunters Glen VI: The  Partnership  completed  approximately  $504,000 in capital
expenditures at Hunters Glen VI as of December 31, 1999 consisting  primarily of
air conditioning upgrades, interior improvements,  parking lot upgrades, grounds
lighting  and  swimming  pool  improvements.   These  improvements  were  funded
primarily  from cash flow. The  Partnership is currently  evaluating the capital
improvement  needs of the property for the upcoming  year. The minimum amount to
be budgeted is expected to be $300 per unit or $98,400.  Additional improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

Pickwick Place Apartments:  The Partnership completed  approximately $685,000 in
capital  expenditures  at Pickwick  Place  Apartments  as of  December  31, 1999
consisting  primarily  of  flooring,  roof  replacements,   renovations  to  its
recreational  facilities,  fencing  upgrades,  new appliances and replacement of
property due to a fire in June 1998 and August  1999.  These  improvements  were
funded primarily from cash flow and replacement reserves and insurance proceeds.
The  Partnership is currently  evaluating the capital  improvement  needs of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per unit or $100,800. Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Southpointe  Apartments:  The Partnership  completed  approximately  $365,000 of
capital  expenditures at Southpointe  Apartments  prior to its sale on August 6,
1999. The expenditures consisted of building  improvements,  carpet replacements
and new appliances and were funded from cash flow and replacement reserves.

Twin Lake Towers Apartments:  The Partnership completed approximately $3,105,000
in capital  expenditures  at Twin Lake Towers as of December 31, 1999 consisting
primarily of HVAC  condensing unit  replacement,  carpet  replacement,  elevator
upgrades, cabinet replacements,  plumbing and electrical upgrades and structural
improvements.  These  improvements  were  funded  primarily  from  cash flow and
replacement  reserves.  The  Partnership  is  currently  evaluating  the capital
improvement  needs of the property for the upcoming  year. The minimum amount to
be budgeted is expected to be $300 per unit or $119,700. Additional improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

Item 3.  Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Item 7. Financial  Statements,  Note B - Transfer of Control").  The plaintiffs
seek monetary damages and equitable relief,  including  judicial  dissolution of
the  Partnership.  On June 25, 1998, the Managing General Partner filed a motion
seeking  dismissal  of the action.  In lieu of  responding  to the  motion,  the
plaintiffs have filed an amended  complaint.  The Managing General Partner filed
demurrers to the amended  complaint which were heard February 1999.  Pending the
ruling on such  demurrers,  settlement  negotiations  commenced.  On November 2,
1999,  the parties  executed and filed a  Stipulation  of  Settlement,  settling
claims,  subject to final court  approval,  on behalf of the Partnership and all
limited partners who own units as of November 3, 1999.  Preliminary  approval of
the  settlement  was obtained on November 3, 1999 from the Superior Court of the
State of  California,  County of San Mateo,  at which time the Court set a final
approval  hearing for December 10, 1999.  Prior to the December 10, 1999 hearing
the Court received various  objections to the settlement,  including a challenge
to the Court's preliminary  approval based upon the alleged lack of authority of
class  plaintiffs'  counsel to enter the  settlement.  On December 14, 1999, the
Managing General Partner and its affiliates  terminated the proposed settlement.
Certain  plaintiffs  have filed a motion to disqualify  some of the  plaintiffs'
counsel in the action.  The Managing  General  Partner does not anticipate  that
costs  associated with this case will be material to the  Partnership's  overall
operations.

Yanesh  Brothers  Construction  has commenced an action entitled Yanesh Brothers
Construction Company, Inc. v. Insignia Residential Group, L.P., AIMCO Management
Company,  et al. in the Court of Common Pleas in Lake County,  Ohio in which the
Partnership  is also named as a defendant.  The  plaintiff was hired by AIMCO on
behalf of the  Partnership to perform  repairs at Southpointe  Apartments from a
fire that  occurred in October 1998 and is seeking  $330,000 in damages from the
amount of the work it performed at this property.  Although the property  damage
insurance  company  may be liable for the amount owed to the  plaintiff,  it has
refused to pay, and the plaintiff is seeking recovery, in the alternative,  from
the owner and manager of the property.  The property damage insurance broker and
the property damage insurer were recently added as third party defendants to the
claim.  The  Partnership  has also  brought  suit  against the  property  damage
insurance broker and the property damage insurer for payment of this claim, plus
damages and other losses.  The  Partnership has recorded a reserve for $330,000,
which  is the  amount  of the  claim.  The  Managing  General  Partner  does not
anticipate  that the  Partnership  will  incur  material  costs in excess of the
reserve.

The  Partnership is unaware of any other pending or outstanding  litigation that
is expected to have a material effect on the Partnership.

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

The Unit  holders  of the  Partnership  did not vote on any  matter  during  the
quarter ended December 31, 1999.

                                     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, 1999,  the  Partnership  had 1,696  Limited  Partners of record and
44,718  Limited  Partnership  Units  outstanding.   As  of  December  31,  1999,
affiliates of the Managing General Partner own 25,685 limited  partnership units
or 57.437% of the  outstanding  Partnership  Units. No public trading market has
developed  for the  Units,  and it is not  anticipated  that such a market  will
develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended  December 31, 1998 and 1999,  as well as for the  subsequent  period
from  January 1, 2000 to January 31, 2000 (see Item 6.  Management's  Discussion
and Analysis or Plan of Operation" for further details):

                                                Distributions
                                                           Per Limited

                                        Aggregate        Partnership Unit

               1998                    $  650,000 (1)         $14.54

               1999                     3,165,000 (2)          65.79

         1/1/00 - 1/31/00                 120,000 (3)           2.66

(1)   Distribution was made from surplus funds.

(2)   Consists of $495,000 cash from operations and $2,670,000 of surplus funds.

(3)  Distribution  was declared in December  1999 and paid in January  2000.  It
consists of cash from operations.

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings,  and/or property sales. The Partnership's  distribution  policy is
reviewed on a semi-annual  basis. There can be no assurance,  however,  that the
Partnership  will generate  sufficient  funds from  operations,  after  required
capital expenditures,  to permit any additional distributions to its partners in
2000 or subsequent periods.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these tender offers,  AIMCO and its affiliates  currently own 25,685
limited  partnership  units  in  the  Partnership  representing  57.437%  of the
outstanding  units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire  additional limited  partnership  interests in
the Partnership  for cash or in exchange for units in the operating  partnership
of AIMCO. Consequently, AIMCO is in a position to influence all voting decisions
with respect to the  Registrant.  Under the Partnership  Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters.  When voting on matters,  AIMCO would in all likelihood vote
the Units it  acquired in a manner  favorable  to the  interest of the  Managing
General Partner because of their affiliation with the Managing General Partner.

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

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

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

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  1999  was
approximately  $12,516,000 compared to a net loss of approximately  $684,000 for
the corresponding  period in 1998. The increase in net income for the year ended
December 31, 1999 compared to the year ended December 31, 1998 was primarily due
to an increase in total revenues resulting from the gain on sale of Cooper Point
Plaza and Southpointe  Apartments,  and to a lesser extent, the equity in income
from the sale of the Princeton Meadows Golf Course Joint Venture.

On January 4, 1999, the Partnership  sold its only commercial  property,  Cooper
Point  Plaza,  to  an  unaffiliated  third  party  for  net  sales  proceeds  of
approximately  $5,995,000  after  payment  of  closing  costs.  The  Partnership
realized  a gain of  approximately  $2,363,000  on the sale as a  result  of the
undepreciated value of the property being written off and the payment of closing
costs. In addition,  the  Partnership  recorded an  extraordinary  loss on early
extinguishment of debt of approximately $556,000 as a result of unamortized debt
discount  being  written  off  and  the  payment  of  a  prepayment  penalty  of
approximately $78,000 relating to the prepayment of the mortgage encumbering the
property. In conjunction with the sale, a distribution of approximately $186,000
was paid to the Managing  General  Partner (see "Item 7. Financial  Statements -
Note E").

On  August  6,  1999,  the  Partnership  sold   Southpointe   Apartments  to  an
unaffiliated  third party.  Upon  closing,  the  purchaser  agreed to assume the
mortgage  note  payable  and  other  liabilities  encumbering  the  property  of
approximately   $11,017,000  and  to  pay  the  related   accrued   interest  of
approximately  $487,000 and outstanding  property taxes and other liabilities of
approximately  $199,000.  Consequently,  the  Registrant  received  no  proceeds
relating to this transaction.  The Partnership  realized a gain of approximately
$8,528,000 on the sale.

The  Partnership has a 44.5%  investment in Princeton  Meadows Golf Course Joint
Venture. On February 26, 1999, the Joint Venture sold the Princeton Meadows Golf
Course to an unaffiliated third party for gross sale proceeds of $5,100,000. The
Joint  Venture  received net  proceeds of  $3,411,000  after  payment of closing
costs, and repayment of the mortgage  principal and accrued interest.  The Joint
Venture recorded a gain on sale of approximately  $3,090,000 after the write-off
of  undepreciated  fixed  assets.  For the  year  ended  December  31,  1999 the
Partnership  realized  equity in income of the Joint  Venture  of  approximately
$1,295,000,  which  included  its equity in the gain on  disposal  of  Princeton
Meadows  Golf  Course of  $1,375,000  and the  equity in loss on  operations  of
$80,000,  as  compared to equity in loss of the Joint  Venture of  approximately
$6,000 for the year ended December 31, 1998.

Excluding the impact of the sale of Cooper Point Plaza,  Southpointe  Apartments
and the  Princeton  Meadows  Golf  Course,  net income  increased  approximately
$646,000 for the year ended  December 31, 1999 as compared to the  corresponding
period in 1998. The increase was the result of an increase in total revenues and
a decrease in total  expenses.  The increase in total revenues was primarily due
to an  increase  in rental  income.  Rental  revenues  increased  as a result of
increases in average rental rates at all the Partnership's  remaining properties
as well as increases in occupancy at Briarwood,  Chambers Ridge, Gateway Gardens
and Twin Lake  Towers  which  more than  offset the  decrease  in  occupancy  at
Pickwick Place. The decrease in total expenses is primarily due to a decrease in
both  operating and general and  administrative  expenses,  which were partially
offset by an increase  in  depreciation  expense.  Operating  expense  decreased
primarily due to decreases in maintenance and insurance expense. The decrease in
maintenance  expense is primarily due to the  completion of the following  major
improvement  projects  during the year ended  December  31,  1998: a parking lot
project and interior  and  exterior  building  improvements  at Chambers  Ridge;
swimming pool repairs and interior  building  renovations at Hunters Glen IV, V,
and VI. The decrease in insurance  expense is due to lower  premiums as a result
of a change in insurance carriers late in 1998.  Depreciation  expense increased
primarily due to increased property  improvements and replacements at all of the
properties during the year ended year ended December 31, 1999.

The  decrease  in general  and  administrative  expense is due to a decrease  in
general partner reimbursements and the decrease in management fees allowed to be
paid to the Managing General Partner based on a percentage of net cash flow from
operations.  Included in general and administrative  expense for the years ended
December 31, 1999 and 1998, are  reimbursements  to the Managing General Partner
allowed under the  Partnership  Agreement  associated with its management of the
Partnership.  In  addition,  costs  associated  with the  quarterly  and  annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement are also included.

During the year ended  December  31,  1999,  a  casualty  loss of  approximately
$160,000 was recorded at Southpointe Apartments. The casualty loss resulted from
the  write-off of assets that were replaced in 1999 as a result of damage caused
by a fire at the property in October 1998.

A net  casualty  gain of $352,000  was recorded in 1998 due to fires at Pickwick
Place and Hunters Glen V and VI and water damage at Southpointe. In June 1998, a
fire at Pickwick Place extensively damaged 12 apartment units. The undepreciated
value of the units of approximately  $80,000 was written off and netted with the
insurance proceeds received of approximately  $449,000,  for a net casualty gain
of $369,000.  In May 1998, there were two smaller fires at Hunters Glen V and VI
which  resulted in damages of  approximately  $3,000 and  $4,000,  respectively.
Finally,  in February,  1998,  there was some water damage at Southpointe  which
resulted in a net loss of $10,000 after the receipts of insurance premiums.

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies of the Managing General  Partner.  The effect of the change in 1999 was
to increase net income by $203,000  ($4.49 per limited  partnership  unit).  The
cumulative  effect,  had this  change  been  applied  to prior  periods,  is not
material.  The accounting principle change will not have an effect on cash flow,
funds available for distribution or fees payable to the Managing General Partner
and affiliates.

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

Liquidity and Capital Resources

At  December  31,  1999,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $6,891,000,  compared to approximately $7,611,000 at December 31,
1998. The decrease in cash and cash equivalents of approximately $720,000 is due
to  approximately  $8,600,000  of cash used in financing  activities,  which was
partially  offset by  approximately  $6,620,000  of cash  provided by  operating
activities and, to a lesser extent, approximately $1,260,000 of cash provided by
investing activities.  Cash provided by investing activities consisted primarily
of net proceeds from the sale of Cooper Point Plaza and  distributions  received
from the  Princeton  Meadows  Joint  Venture and net  receipts  from  restricted
escrows  maintained  by the mortgage  lender and  repayment of an advance to the
Joint  Venture  which  were  partially  offset  by  property   improvements  and
replacements.   Cash  used  in  financing   activities  consisted  primarily  of
distributions to partners and the repayment of mortgage  principal upon the sale
of Cooper Pointe Plaza and, to a lesser  extent,  payments of principal  made on
the mortgages  encumbering the Registrant's  properties and debt  extinguishment
costs.  The  Registrant  invest its working  capital  reserves in a money market
account.

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 Registrant and to comply with
Federal, state, and local legal and regulatory requirements.  The Partnership is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $706,800.  Additional  improvements  may be considered and will depend on the
physical  condition of the properties as well as anticipated cash flow generated
by the  properties.  The capital  expenditures  will be incurred only if cash is
available  from  operations  or  Partnership  reserves.  To the extent that such
budgeted capital  improvements are completed,  the  Partnership's  distributable
cash flow, if any, may be adversely affected at least in the short term.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs (exclusive of capital  improvements)  of the Registrant.  The Registrant's
mortgage  indebtedness  encumbering  its  properties  amounts  to  approximately
$56,167,000,  net of  unamortized  discounts,  with maturity  dates ranging from
October  2003  to  May  2005,   during  which  time  balloon  payments  totaling
$52,778,000 are due. The Managing  General Partner may attempt to refinance such
indebtedness  and/or sell the properties  prior to such maturity  dates.  If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
will risk losing such properties through foreclosure.

During  the  year  ended  December  31,  1999,  distributions  of  approximately
$3,165,000 were declared and paid to partners,  of which approximately  $495,000
was paid from  operations,  ($484,000  paid to  limited  partners  or $10.82 per
limited partnership unit) and $2,670,000 was paid from surplus funds ($2,458,000
paid to limited  partners  or $54.97 per limited  partnership  unit).  Also,  in
January 1999, the Partnership paid a distribution of  approximately  $650,000 to
limited   partners  ($14.54  per  limited   partnership   unit)  relating  to  a
distribution payable from surplus funds as of December 31, 1998. In addition, in
December 1999 a distribution of $120,000  ($119,000 paid to limited  partners or
$2.66 per limited  partnership  unit) was declared and paid in January 2000 from
operations.  There were no distributions paid during the year ended December 31,
1998. Future cash  distributions will depend on the levels of net cash generated
from  operations,  the  availability of cash reserves and the timing of the debt
maturities,  refinancings and/or property sales. The Partnership's  distribution
policy is reviewed on a semi-annual basis.  There can be no assurance,  however,
that the  Partnership  will generate  sufficient  funds from  operations,  after
required capital improvement  expenditures,  to permit further  distributions to
its partners during 2000 or subsequent periods.

Tender Offer

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these tender offers,  AIMCO and its affiliates  currently own 25,685
limited  partnership  units  in  the  Partnership  representing  57.437%  of the
outstanding  units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire  additional limited  partnership  interests in
the Partnership  for cash or in exchange for units in the operating  partnership
of AIMCO. Consequently, AIMCO is in a position to influence all voting decisions
with respect to the  Registrant.  Under the Partnership  Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters.  When voting on matters,  AIMCO would in all likelihood vote
the Units it  acquired in a manner  favorable  to the  interest of the  Managing
General Partner because of their affiliation with the Managing General Partner.

Year 2000 Compliance

General Description

The Year 2000 issue is the result of computer  programs  being written using two
digits rather than four digits to define the applicable year. The Partnership is
dependent  upon the Managing  General  Partner and its affiliates for management
and  administrative  services  ("Managing  Agent").  Any of the Managing Agent's
computer programs or hardware that had date-sensitive software or embedded chips
might have  recognized  a date using "00" as the year 1900  rather than the year
2000.  This could have resulted in a system failure or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

Computer Hardware, Software and Operating Equipment

In 1999,  the Managing  Agent  completed  all phases of its Year 2000 program by
completing  the  replacement  and repair of any  hardware or software  system or
operating  equipment that was not yet Year 2000 compliant.  The Managing Agent's
hardware  and software  systems and its  operating  equipment  are now Year 2000
compliant.  No  material  failure or  erroneous  results  have  occurred  in the
Managing Agent's computer  applications  related to the failure to reference the
Year 2000 to date.

Third Parties

To  date,  the  Managing  Agent  is not  aware of any  significant  supplier  or
subcontractor  (external agent) or financial institution of the Partnership that
has a Year 2000 issue that  would  have a material  impact on the  Partnership's
results of operations,  liquidity or capital  resources.  However,  the Managing
Agent  has no means of  ensuring  or  determining  the Year 2000  compliance  of
external  agents.  At this time, the Managing Agent does not believe that a Year
2000 issue of any  non-compliant  external agent will have a material  impact on
the Partnership's financial position or results of operations.

Costs

The total cost of the Managing Agent's Year 2000 project was approximately  $3.2
million and was funded from operating cash flows.

Risks Associated with the Year 2000

The Managing  Agent  completed all necessary  phases of its Year 2000 program in
1999,  and did not  experience  system or  equipment  malfunctions  related to a
failure to reference the Year 2000. The Managing  Agent or Partnership  have not
been  materially  adversely  effected by  disruptions  in the economy  generally
resulting from the Year 2000 issue.

At this  time,  the  Managing  Agent  does not  believe  that the  Partnership's
businesses,  results of  operations  or financial  condition  will be materially
adversely effected by the Year 2000 issue.

Contingency Plans Associated with the Year 2000

The  Managing  Agent has not had to implement  contingency  plans such as manual
workarounds or selecting new relationships for its banking or elevator operation
activities in order to avoid the Year 2000 issue.

Item 7.  Financial Statements

ANGELES PARTNERS XII

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young, LLP Independent Auditors

      Consolidated Balance Sheet - December 31, 1999

      Consolidated Statements of Operations - Years ended December 31, 1999 and
      1998

      Consolidated  Statement of Changes in Partners'  Capital (Deficit) - Years
      ended December 31, 1999 and 1998

      Consolidated Statements of Cash Flows - Years ended December 31, 1999 and
      1998

      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,  1999,  and  the  related  consolidated  statements  of
operations,  changes in partners'  capital  (deficit) and cash flows for each of
the two years in the period ended December 31, 1999. These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Angeles Partners
XII at December 31, 1999, and the consolidated results of its operations and its
cash flows for each of the two years in the period ended  December 31, 1999,  in
conformity with accounting principles generally accepted in the United States.

As discussed in Note M to the consolidated financial statements, the Partnership
changed its method of accounting to capitalize the cost of exterior painting and
major landscaping effective January 1, 1999.

                                                           /s/ ERNST & YOUNG LLP


Greenville, South Carolina
February 25, 2000

                              ANGELES PARTNERS XII

                           CONSOLIDATED BALANCE SHEET

                             (in thousands, except unit data)

                                December 31, 1999
<TABLE>
<CAPTION>

<S>                                                        <C>            <C>
Assets

   Cash and cash equivalents                                                $  6,891
   Receivables and deposits, net of allowance for
     doubtful accounts of $686                                                 1,484
   Restricted escrows                                                            626
   Other assets                                                                  968
   Investment in joint venture (Note G)                                            4
   Investment properties (Notes C and F):
      Land                                                    $ 7,989
      Buildings and related personal property                   83,032
                                                                91,021

      Less accumulated depreciation                            (57,288)       33,733
                                                                            $ 43,706

Liabilities and Partners' Capital (Deficit)
Liabilities
   Accounts payable                                                         $ 1,846
   Tenant security deposit liabilities                                          895
   Accrued property taxes                                                       789
   Distribution payable                                                         120
   Other liabilities                                                            607
   Mortgage notes payable (Notes C and F)                                    56,167

Partners' Capital (Deficit)
   General partner                                              $ 111
   Limited partners (44,718 units issued and
      outstanding)                                             (16,829)      (16,718)
                                                                            $ 43,706

              See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>



                                 ANGELES PARTNERS XII

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                           (in thousands, except unit data)

                                                                Years Ended
                                                               December 31,
                                                              1999        1998
Revenues:
   Rental income                                           $ 19,778    $ 20,639
   Other income                                               1,475       1,420
   Casualty gain                                                 --         352
   Gain on sale of investment
     properties (Note J)                                     10,891          --
      Total revenues                                         32,144      22,411
Expenses:
   Operating                                                  7,624       8,571
   General and administrative                                   592         760
   Depreciation                                               4,586       4,995
   Interest                                                   5,496       6,414
   Property taxes                                             1,906       2,291
   Loss on disposal of property                                  --          58
   Casualty loss                                                160          --
      Total expenses                                         20,364      23,089
Income (loss) before equity in income of
  joint venture and extraordinary items                      11,780        (678)
Equity in income (loss) of joint venture                      1,295          (6)
Income (loss) before extraordinary items                     13,075        (684)
Equity in extraordinary loss on the
 extinguishment of debt of joint venture (Note G)                (3)         --
Extraordinary loss on extinguishment of debt (Note J)          (556)         --
Net income (loss)                                          $ 12,516    $   (684)

Net income (loss) allocated to general partners            $    973    $     (7)
Net income (loss) allocated to limited partners              11,543        (677)
                                                           $ 12,516    $   (684)
Net income (loss) per limited partnership unit:

    Income (loss) before extraordinary items               $ 270.50    $ (15.14)
    Extraordinary items                                      (12.37)         --
                                                           $ 258.13    $ (15.14)

Distributions per limited partnership unit                 $  68.45    $  14.54

              See Accompanying Notes to Consolidated Financial Statements



<PAGE>


                              ANGELES PARTNERS XII

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


<TABLE>
<CAPTION>

                                        Limited
                                       Partnership    General      Limited
                                          Units       Partners    Partners       Total

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

Partners' deficit

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

Net loss for the year ended
   December 31, 1998                          --           (7)        (677)        (684)

Distributions to partners                     --           --         (650)        (650)

Partners' deficit at

   December 31, 1998                      44,718         (638)     (25,311)     (25,949)

Net income for the year
   ended December 31, 1999                    --          973       11,543        12,516

Distributions to Partners                     --         (224)      (3,061)      (3,285)

Partners' capital (deficit)
   at December 31, 1999                   44,718       $ 111      $(16,829)    $(16,718)

              See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>



                              ANGELES PARTNERS XII

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                      (in thousands)
<TABLE>
<CAPTION>


                                                                      Year Ended
                                                                    December 31,

                                                                  1999        1998
<S>                                                               <C>         <C>
Cash flows from operating activities:

  Net income (loss)                                             $ 12,516    $   (684)
  Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
   Depreciation                                                    4,586       4,995
   Amortization of discounts, loan costs, and
      leasing commissions                                            319         414
   Equity in extraordinary loss on extinguishment of
      debt of joint venture                                            3          --
   Extraordinary loss on extinguishment of debt                      556          --
   Gain on sale of investment properties                         (10,891)         --
   Equity in (income) loss of joint venture                       (1,295)          6
   Loss on disposal of asset                                          --          58
   Casualty loss (gain)                                              160        (352)
   Change in accounts:
      Receivables and deposits                                       501        (311)
      Other assets                                                   (43)         91
      Accounts payable                                               167          25
      Tenant security deposit liabilities                            (64)         (1)
      Accrued property taxes                                        (161)         40
      Other liabilities                                              266        (446)
       Net cash provided by operating activities                   6,620       3,835
Cash flows from investing activities:
  Property improvements and replacements                          (6,850)     (2,281)
  Net receipts from restricted escrows                               643          36
  Repayment of advance to joint venture                              149          --
  Net insurance proceeds related to casualty gain                     --         430
  Proceeds from sale of investment properties                      5,995          --
  Distributions from joint venture                                 1,323          --
       Net cash provided by (used in) investing activities         1,260      (1,815)

Cash flows from financing activities:

  Payments on mortgage notes payable                                (802)       (868)
  Repayment of mortgage note                                      (3,905)         --
  Distributions to partners                                       (3,815)         --
  Debt extinguishment costs                                          (78)         --
       Net cash used in financing activities                      (8,600)       (868)

Net increase in cash and cash equivalents                          (720)       1,152

Cash and cash equivalents at beginning of period                  7,611        6,459

Cash and cash equivalents at end of period                      $ 6,891      $ 7,611

Supplemental disclosure of cash flow information:

  Cash paid for interest                                        $ 5,294      $ 6,651
Supplemental disclosure of non-cash flow information:
  Property improvements and replacements included
   in accounts payable                                          $ 1,124       $ --

              See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                              ANGELES PARTNERS XII

                    CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                                      (in thousands)



Supplemental disclosure of non-cash activities:

In August 1999,  Southpointe Apartments was sold to an unaffiliated third party.
Upon  closing,  the  purchaser  agreed  to  assume  the  mortgage  note  payable
encumbering the property and to pay the related accrued interest and outstanding
property taxes,  resulting in no proceeds being received by the Partnership.  In
connection  with the sale,  investment  properties,  mortgage  notes payable and
other  liabilities  were adjusted by approximately  $3,175,000,  $11,017,000 and
$686,000,  respectively,  for non-cash  activity for the year ended December 31,
1999.

At December 31, 1999 and 1998 distributions payable was adjusted by $120,000 and
$650,000 for unpaid distributions.

              See Accompanying Notes to Consolidated Financial Statements



                              ANGELES PARTNERS XII

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999

Note A - Organization and Significant Accounting Policies

Organization:  Angeles  Partners XII (the  "Partnership"  or  "Registrant") is a
publicly-held limited partnership organized under the California Uniform Limited
Partnership  Act pursuant to the amended  Certificate  and  Agreement of Limited
Partnership  (herein  referred to as the  "Agreement")  dated May 26, 1983.  The
Partnership's  Managing  General Partner is Angeles Realty  Corporation II ("ARC
II" or the "Managing General Partner"), a California  corporation.  ARC II was a
wholly-owned subsidiary of MAE GP Corporation ("MAE GP"). Effective February 25,
1998, MAE GP was merged into Insignia  Properties  Trust  ("IPT"),  which was an
affiliate of Insignia Financial Group, Inc. ("Insignia"). Effective February 26,
1999, IPT was merged into Apartment Investment and Management Company ("AIMCO").
Thus the Managing General Partner is now a wholly-owned subsidiary of AIMCO. The
Elliott  Accommodation  Trust and the Elliott Family  Partnership,  a California
limited partnership,  were the Non-Managing General Partners. Effective December
31,  1997,  the  Elliott   Family   Partnership,   Ltd.   acquired  the  Elliott
Accommodation  Trust's general partner interest in the Registrant.  The Managing
General Partner and the  Non-Managing  General  Partner are herein  collectively
referred to as the "General Partners".  The Partnership  Agreement provides that
the Partnership is to terminate on December 31, 2035, unless terminated prior to
such date. As of December 31, 1999, the Partnership  operates eight  residential
properties in or near major urban areas in the United States.

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

Allocations of Profits,  Gains,  and losses:  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) fourth,  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 Managing  General
Partner until it has received an amount equal to 17.6% of the distributions made
pursuant to (iv); and (vi) 85% to the Limited Partners and non-Managing  General
Partner in proportion to their interests and 15%  ("Incentive  Interest") to the
Managing General Partner.

Use of Estimates:  The  preparation of financial  statements in conformity  with
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.

Cash and Cash Equivalents:  Cash and cash equivalents  includes cash on hand and
in banks,  and money  market  accounts.  At  certain  times,  the amount of cash
deposited  at a bank may  exceed the limit on insured  deposits.  Cash  balances
include  approximately  $814,000 at December 31, 1999 that are maintained by the
affiliated  management  company  on  behalf  of  affiliated  entities  in a cash
concentration account.

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

Loan Costs: Loan costs of approximately  $2,116,000 are included in other assets
and are being  amortized on a  straight-line  basis over the lives of the loans.
Accumulated  amortization is approximately  $1,282,000 at December 31, 1999, and
is also included in other assets.

Restricted escrows:

      Capital  Improvement  - At the time of the  refinancings  of the mortgages
      encumbering  Briarwood  Apartments,  Chambers  Ridge  Apartments,  Gateway
      Gardens  Apartments,  Hunters Glen IV, V and VI  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,  1999,  is  approximately
      $18,000.

      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 approximately $11,000 at December 31, 1999.

      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 a minimum of
      $200 or a maximum of $400 per apartment unit or $404,000 to $808,000.  The
      balance  in  the  General   Reserve  Account  at  December  31,  1999,  is
      approximately $597,000.

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 G"). 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  consist  of  eight  apartment
complexes which are stated at cost.  Acquisition  fees are capitalized as a cost
of  real  estate.  In  accordance  with  Financial  Accounting  Standards  Board
Statement No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
Long-Lived Assets to be Disposed Of", the Partnership  records impairment losses
on long-lived assets used in operations when events and  circumstances  indicate
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, 1999 and 1998, 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
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.

Effective  January 1, 1999 the  Partnership  changed its method of accounting to
capitalize the costs of exterior painting and major landscaping (see Note M).

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

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

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also establishes  standards
for related disclosures about products and services, geographic areas, and major
customers.   (See  "Note  K"  for  detailed  disclosures  of  the  Partnership's
segments).

Advertising  Costs:  The  Partnership  expenses  the  costs  of  advertising  as
incurred. Advertising costs of approximately $222,000 and $214,000 for the years
ended  December  31, 1999 and 1998,  respectively,  are  included  in  operating
expense.

Note B - Transfer of Control

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

Note C - Mortgage Notes Payable

The principle terms of mortgage notes payable are as follows:

<TABLE>
<CAPTION>

                           Principal     Monthly                             Principal
                          Balance At     Payment     Standard                 Balance
                         December 31,   Including    Interest   Maturity       Due At
        Property             1999        Interest      Rate       Date        Maturity
                        (in thousands)                                     (in thousands)

Briarwood Apartments
<S>                         <C>            <C>        <C>        <C>        <C>
  1st mortgage              $ 1,511        $ 12       7.83%      10/2003    $ 1,404
  2nd mortgage                   50          (*)      7.83%      10/2003         50
Chambers Ridge Apts

  1st mortgage                5,221          41       7.83%      10/2003      4,849
  2nd mortgage                  174           1       7.83%      10/2003        174
Gateway Gardens

  1st mortgage                6,092          48       7.83%      10/2003      5,657
  2nd mortgage                  203           1       7.83%      10/2003        203
Hunters Glen Apts IV

  1st mortgage                8,181          65       8.43%      10/2003      7,787
Hunters Glen Apts V
  1st mortgage                8,528          67       7.83%      10/2003      7,920
  2nd mortgage                  285           2       7.83%      10/2003        285
Hunters Glen Apts VI

  1st mortgage                8,877          70       7.83%      10/2003      8,243
  2nd mortgage                  297           2       7.83%      10/2003        297
Pickwick Place Apts

  1st mortgage                6,309          54        9.1%      05/2005      5,775
Twin Lake Towers Apts
  1st mortgage               10,534          83       7.83%      10/2003      9,782
  2nd mortgage                  352           2       7.83%      10/2003        352
                             56,614        $448                             $52,778
Less unamortized
  discounts                    (447)

                            $56,167
</TABLE>

(*)   Monthly payment is less than $1,000

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

Scheduled  principal  payments of mortgage notes payable  subsequent to December
31, 1999, are as follows (in thousands):

                                2000           $   869
                                2001               941
                                2002             1,019
                                2003            47,851
                                2004               117
                             Thereafter          5,817
                                               $56,614

Note D - Income Taxes

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

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

                                               1999        1998

Net income (loss) as reported                $ 12,516   $  (684)
Add (deduct):
  Depreciation differences                        719     1,081
   Gain on disposition of investment
    property                                     (884)       --
  Unearned income                                 107        62
  Equity in income of joint venture              (614)       --
  Early extinguishment of debt                    512        --
  Discounts on mortgage notes payable             (27)       (7)
  Casualty                                         --      (259)
  Other                                          (116)      271
Federal taxable income                       $ 12,213       464
Federal taxable income
  per limited partnership unit               $ 253.89   $ 10.27

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

Net liabilities                           $(16,718)
Land and buildings                           8,466
Accumulated depreciation                    (9,634)
Syndication and distribution costs           6,093
Investment in Joint Venture                     (4)
Distributions payable                          120
Other                                          296

Net liabilities - Federal tax basis      $ (11,381)

Note E - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership. The following expenses owed
to the Managing  General Partner and affiliates for the years ended December 31,
1999 and 1998 were paid or accrued:

                                                               1999      1998
                                                               (in thousands)

Property management fees (included in operating expense)      $1,036    $1,034

Partnership management fee (included in general and
  administrative expense) (1)                                     --       135

Reimbursement for services of affiliates (included in
 operating and general and administrative expenses
 and investment property)                                        931       504

(1)   The  Partnership  Agreement  provides for a fee equal to 7.5% of "net cash
      flow from operations",  as defined in the Partnership Agreement to be paid
      to  the  Managing   General  Partner  for  executive  and   administrative
      management services. No fee was due for 1999.

During the years ended  December 31, 1999 and 1998,  affiliates  of the Managing
General  Partner,  were entitled to receive 5% of gross receipts from all of the
Registrant's  residential  properties as  compensation  for  providing  property
management  services.  The  Registrant  paid to such  affiliates  $1,036,000 and
$1,016,000 for the years ended December 31, 1999 and 1998,  respectively.  Also,
during the nine months  ended  September  30, 1998,  affiliates  of the Managing
General Partner were entitled to varying  percentages of gross receipts from the
Registrant's  commercial  property  as  compensation  for  providing  management
services.  The Registrant  paid to such  affiliates  $18,000 for the nine months
ended September 30, 1998.  Effective  October 1, 1999 (the effective date of the
Insignia Merger),  these services for the commercial  property were performed by
an unrelated party.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $931,000 and
$504,000 for the years ended December 31, 1999 and 1998, respectively.  Included
in these amounts is approximately $570,000 and $56,000 of construction oversight
reimbursements for the years ended December 31, 1999 and 1998, respectively.

Pursuant to the Partnership Agreement,  the Managing General Partner is entitled
to receive a distribution equal to 3% of the aggregate disposition price of sold
properties.  The  Partnership  paid a  distribution  of $186,000 to the Managing
General  Partner  related  to the sale of  Cooper  Point  Plaza  in  1999.  This
distribution  is subordinate to the limited  partners  receiving  their original
capital  contributions  plus a  cumulative  preferred  return of 6% per annum of
their adjusted capital investment,  as defined in the Partnership Agreement.  If
the limited  partners  have not  received  these  returns  when the  Partnership
terminates,  the  Managing  General  Partner  will  return  this  amount  to the
Partnership.

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

In  addition,  the  Partnership  made  advances  to the Joint  Venture as deemed
appropriate  by the  Managing  General  Partner.  These  advances  did not  bear
interest  nor  have  stated  terms  of  repayment.  In June  1999,  the  advance
receivable  from the Joint Venture of  approximately  $149,000 was paid off from
the proceeds of the sale of the golf course.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these tender offers,  AIMCO and its affiliates  currently own 25,685
limited  partnership  units  in  the  Partnership  representing  57.437%  of the
outstanding  units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire  additional limited  partnership  interests in
the Partnership  for cash or in exchange for units in the operating  partnership
of AIMCO. Consequently, AIMCO is in a position to influence all voting decisions
with respect to the  Registrant.  Under the Partnership  Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters.  When voting on matters,  AIMCO would in all likelihood vote
the Units it  acquired in a manner  favorable  to the  interest of the  Managing
General Partner because of their affiliation with the Managing General Partner.

Note F - Investment Properties and Accumulated Depreciation

                                               Initial Cost
                                              To Partnership
                                              (in thousands)

                                                      Buildings        Cost
                                                     and Related   Capitalized
                                                      Personal      Subsequent
       Description         Encumbrances     Land      Property    to Acquisition
                         (in thousands)                           (in thousands)
Investment Properties

Briarwood Apartments         $ 1,561     $  136        $ 1,409       $   404
Chambers Ridge Apts            5,395        527          7,823         3,588
Gateway Gardens Apts           6,295        255          6,206         1,773
Hunters Glen Apts IV           8,181      1,552          8,324         1,821
Hunters Glen Apts V            8,813      1,820          9,759         2,011
Hunters Glen Apts VI           9,174      1,981         10,620         2,072
Pickwick Place Apts            6,309        603          6,552         3,155
Twin Lake Towers Apts         10,886      1,115         12,806         4,709
  Totals                     $56,614     $7,989        $63,499       $19,533

                           Gross Amount At Which
                                  Carried
                           At December 31, 1999
                              (in thousands)
<TABLE>
<CAPTION>

                                 Buildings
                                    And
                                  Related

                                 Personal              Accumulated      Date     Depreciable
      Description        Land    Property    Total    Depreciation    Acquired   Life-Years
                                                     (in thousands)
<S>                      <C>     <C>        <C>        <C>            <C>          <C>
Briarwood Apts           $ 136   $ 1,813    $ 1,949    $ 1,303        06/25/85      10-20
Chambers Ridge Apts        527    11,411     11,938      7,350        07/26/84      10-20
Gateway Gardens Apt        255     7,979      8,234      5,842        12/21/84      10-20
Hunters Glen Apt IV      1,552    10,145     11,697      7,397        01/31/85      10-40
Hunters Glen Apt V       1,820    11,770     13,590      8,621        01/31/85      10-40
Hunters Glen Apt VI      1,981    12,692     14,673      9,283        01/31/85      10-40
Pickwick Place Apts        603     9,707     10,310      6,226        05/11/84      10-20
Twin Lake Towers Apt     1,115    17,515     18,630     11,266        03/30/84      10-20
  Totals                $7,989   $83,032    $91,021    $57,288
</TABLE>

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

Reconciliation of "Investment Properties and Accumulated Depreciation":

                                                Years Ended December 31,
                                                  1999            1998
                                                     (in thousands)

Investment Properties

Balance at beginning of year                   $102,413         $100,619
    Property improvements                         7,975            2,281
    Dispositions of assets                      (19,367)            (487)

Balance at end of year                         $ 91,021         $102,413

Accumulated Depreciation

Balance at beginning of year                   $ 65,275         $ 60,629
    Additions charged to expense                  4,586            4,995
    Disposal of assets                          (12,573)            (349)

Balance at end of year                         $ 57,288         $ 65,275

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December 31, 1999 and 1998, is $99,363,000 and  $111,389,000  respectively.  The
accumulated  depreciation  taken for Federal income tax purposes at December 31,
1999 and 1998, is $66,923,000 and $75,321,000, respectively.

Note G - Investment in Joint Venture

The  Partnership has a 44.5%  investment in Princeton  Meadows Golf Course Joint
Venture ("Joint Venture"). On February 26, 1999, the Joint Venture sold its only
investment  property,  Princeton Meadows Golf Course,  to an unaffiliated  third
party.  The sale  resulted in net  proceeds of  approximately  $3,411,000  after
payment of closing  costs,  and  repayment  of  mortgage  principal  and accrued
interest. The Joint Venture recorded a gain on sale of approximately  $3,090,000
after the write-off of undepreciated  fixed assets. In connection with the sale,
a commission of approximately  $153,000 was paid to the Joint Venture's managing
general   partner  in  accordance   with  the  Joint  Venture   Agreement.   The
Partnership's  1999 pro-rata share of this gain is approximately  $1,375,000 and
its equity in loss on operations of the Joint Venture  amounted to approximately
$80,000.  The Joint  Venture  also  recognized  an  extraordinary  loss on early
extinguishment  of debt of approximately  $7,000 as a result of unamortized loan
costs being written off.

Condensed  balance sheet  information of the Joint Venture at December 31, 1999,
is as follows (in thousands):

Assets

Cash                                        $   17
  Total                                     $   17

Liabilities and Partners' Capital
Other liabilities                           $    7
Partners' capital                               10
  Total                                     $   17

The  condensed  statement of operations of the Joint Venture for the years ended
December 31, 1999 and 1998, are summarized as follows (in thousands):

                                                    Years Ended
                                                   December 31,
                                                 1999        1998

Revenues                                       $   104      $ 1,667
Costs and expenses                                (283)      (1,681)
Loss before gain on sale of
  investment property and extraordinary
  loss on extinguishment of debt                  (179)        (14)
Gain on sale of investment property              3,090          --
Extraordinary loss on extinguishment
  of debt                                           (7)         --
Net income (loss)                               $2,904       $ (14)

The Partnership  recognized its 44.5% equity income of approximately  $1,295,000
and equity loss of approximately $6,000 in the Joint Venture for the years ended
December 31, 1999 and 1998,  respectively.  The  Partnership  also recognized an
extraordinary  loss on  extinguishment  of debt of  $3,000  for the  year  ended
December 31, 1999.

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 the DEP of the
findings  when they were  first  discovered.  However,  the 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 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 commenced with skimmers installed at
three  test  wells on the  site.  These  skimmers  were in place to  detect  any
residual fuel that may still be in the ground. Upon the sale of the Golf Course,
as noted above,  the Joint Venture was released from any further  responsibility
or liability with respect to the clean-up.

Note H - Casualties

During the year ended  December 31, 1999, a net casualty  loss of  approximately
$160,000 was recorded at Southpointe Apartments. The casualty loss resulted from
the  write-off of assets that were replaced in 1999 as a result of damage caused
by a fire at the property in October 1998.

A net  casualty  gain of $352,000  was recorded in 1998 due to fires at Pickwick
Place and Hunters Glen V and VI and water damage at Southpointe.  In June, 1998,
a  fire  at  Pickwick  Place   extensively   damaged  12  apartment  units.  The
undepreciated  value of the units of  approximately  $80,000 was written off and
netted with the insurance proceeds received of approximately $449,000, for a net
casualty gain of $369,000. In May, 1998, there were two smaller fires at Hunters
Glen V and VI which  resulted  in damages of  approximately  $3,000 and  $4,000,
respectively.  Finally,  in  February,  1998,  there  was some  water  damage at
Southpointe  which  resulted  in a net loss of  $10,000  after  the  receipt  of
insurance proceeds.

Note I - Loss on Disposal of Properties

For the year ended  December  31,  1998,  a loss on disposal of  properties  was
recorded at  Chambers  Ridge  Apartments  and Twin Lake  Towers  Apartments  for
approximately  $35,000 and $23,000,  respectively,  as the result of  re-roofing
projects at both investment properties. The losses occurred due to the write-off
of the old roofs  that were not fully  depreciated  upon  completion  of the new
roofing projects.

Note J - Sale of Properties

On January 4, 1999, the Partnership  sold its only commercial  property,  Cooper
Point  Plaza,  to  an  unaffiliated  third  party  for  net  sales  proceeds  of
approximately  $5,995,000  after  payment  of  closing  costs.  The  Partnership
realized  a gain of  approximately  $2,363,000  on the sale.  In  addition,  the
Partnership  recorded an extraordinary  loss on early  extinguishment of debt of
approximately  $556,000 as a result of  unamortized  debt discount being written
off and the payment of a prepayment penalty of approximately $78,000 relating to
the prepayment of the mortgage encumbering the property. In conjunction with the
sale, a distribution of approximately  $186,000 was paid to the Managing General
Partner (see Note E). In February 1999, the  Partnership  made a distribution of
approximately  $2,032,000  representing  proceeds  from the sale of Cooper Point
Plaza.   Revenues  from  Cooper  Pointe  Plaza  included  in  the   accompanying
consolidated  statements of operations  were $0 and $738,000 for the years ended
December 31, 1999 and 1998, respectively.

On  August  6,  1999,  the  Partnership  sold   Southpointe   Apartments  to  an
unaffiliated  third party.  Upon  closing,  the  purchaser  agreed to assume the
mortgage  note  payable  and  other  liabilities  encumbering  the  property  of
approximately   $11,017,000  and  to  pay  the  related   accrued   interest  of
approximately  $487,000 and outstanding  property taxes and other liabilities of
approximately  $199,000.  Consequently,  the  Registrant  received  no  proceeds
relating to this transaction.  The Partnership  realized a gain of approximately
$8,528,000 on the sale.  Revenues from  Southpointe  Apartments  included in the
accompanying   consolidated   statements  of  operations   were  $1,227,000  and
$2,057,000 for the years ended December 31, 1999 and 1998, respectively.

Note K - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment derives its revenues:

As defined by SFAS No. 131,  "Disclosures  about  Segments of an Enterprise  and
Related  Information",  the Partnership has one reportable segment:  residential
properties.  This segment consists of eight apartment  complexes located in five
states in the United States Iowa (2),  Pennsylvania (1), New Jersey (3), Indiana
(1), and Illinois  (1). The  Partnership  rents  apartment  units to tenants for
terms that are typically less than twelve months.

Measurement of segment profit or loss:

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

Factors management used to identify the Partnership's reportable segment:

The  Partnership's  reportable  segment  consists of investment  properties that
offer similar products and services.  Although each of the investment properties
are  managed  separately,  they have been  aggregated  into one  segment as they
provide services with similar types of products and customers.

Segment information for the years 1999 and 1998 is shown in the tables below (in
thousands). The "Other" column includes partnership administration related items
and income and expense not allocated to the reportable segment.

1999                                    Residential      Other       Totals
Rental income (loss)                      $19,778         $ --      $19,778
Other income                                1,243           232       1,475
Interest expense                            5,490             6       5,496
Depreciation                                4,586            --       4,586
General and administrative expense             --           592         592
Casualty loss                                (160)           --        (160)
Gain on sale of investment
  properties                                 8,528        2,363      10,891
Equity in income of Joint Venture               --        1,295       1,295
Extraordinary loss on the
 extinguishment of debt                        --          (556)       (556)
Equity in extraordinary loss on
 debt extinguishment of Joint
 Venture                                       --            (3)         (3)
Segment profit                              9,804         2,712      12,516
Total assets                               40,479         3,227      43,706
Capital expenditures for investment
 properties                                 7,975            --       7,975

1998                                    Residential      Other       Totals

Rental income                             $19,902        $ 737      $20,639
Other income                                1,170           250       1,420
Interest expense                            5,964           450       6,414
Depreciation                                4,641           354       4,995
General and administrative expense             --           760         760
Casualty gain                                 352            --         352
Loss on disposal of property                  (58)           --         (58)
Equity in income of Joint Venture              --            (6)         (6)
Segment loss                                  277          (961)       (684)
Total assets                               39,066        10,477      49,543
Capital expenditures
 for investment properties                 2,281             --       2,281

Note L - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  The  plaintiffs  seek  monetary  damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Managing  General  Partner  filed a motion  seeking  dismissal of the
action.  In lieu of  responding  to the  motion,  the  plaintiffs  have filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.  Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a  Stipulation  of  Settlement,  settling  claims,  subject to final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999.  Prior to the  December  10,  1999  hearing  the  Court  received  various
objections to the settlement,  including a challenge to the Court's  preliminary
approval based upon the alleged lack of authority of class  plaintiffs'  counsel
to enter the settlement.  On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Managing  General  Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

Yanesh  Brothers  Construction  has commenced an action entitled Yanesh Brothers
Construction Company, Inc. v. Insignia Residential Group, L.P., AIMCO Management
Company,  et al. in the Court of Common Pleas in Lake County,  Ohio in which the
Partnership  is also named as a defendant.  The  plaintiff was hired by AIMCO on
behalf of the  Partnership to perform  repairs at Southpointe  Apartments from a
fire that  occurred in October 1998 and is seeking  $330,000 in damages from the
amount of the work it performed at this property.  Although the property  damage
insurance  company  may be liable for the amount owed to the  plaintiff,  it has
refused to pay, and the plaintiff is seeking recovery, in the alternative,  from
the owner and manager of the property.  The property damage insurance broker and
the property damage insurer were recently added as third party defendants to the
claim.  The  Partnership  has also  brought  suit  against the  property  damage
insurance broker and the property damage insurer for payment of this claim, plus
damages and other losses.  The  Partnership has recorded a reserve for $330,000,
which  is the  amount  of the  claim.  The  Managing  General  Partner  does not
anticipate  that the  Partnership  will  incur  material  costs in excess of the
reserve.

The  Partnership is unaware of any other pending or outstanding  litigation that
is expected to have a material effect on the Partnership.

Note M - Change in Accounting Principle

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies of the Managing General  Partner.  The effect of the change in 1999 was
to increase net income by $203,000  ($4.49 per limited  partnership  unit).  The
cumulative  effect,  had this  change  been  applied  to prior  periods,  is not
material.  The accounting principle change will not have an effect on cash flow,
funds available for distribution or fees payable to the Managing General Partner
and affiliates.

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

         None.

                                    PART III

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

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

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

Name                        Age    Position

Patrick J. Foye              42    Executive Vice President and Director
Martha L.Long                40    Senior Vice President and Controller

Patrick J. Foye has been  Executive  Vice President and Director of the Managing
General  Partner  since October 1, 1998.  Mr. Foye has served as Executive  Vice
President  of AIMCO  since May 1998.  Prior to  joining  AIMCO,  Mr.  Foye was a
partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to
1998 and was  Managing  Partner  of the  firm's  Brussels,  Budapest  and Moscow
offices from 1992  through  1994.  Mr. Foye is also Deputy  Chairman of the Long
Island  Power   Authority  and  serves  as  a  member  of  the  New  York  State
Privatization  Council.  He received a B.A. from Fordham College and a J.D. from
Fordham University Law School.

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

Based solely upon a review of Forms 3 and 4 and amendments  thereto furnished to
the Registrant  under Rule 16a-3(e) during the  Registrant's  most recent fiscal
year and Form 5 and amendments  thereto furnished to the Registrant with respect
to its most recent  fiscal year,  the  Registrant  is not aware of any director,
officer,  beneficial  owner of more than ten  percent  of the  units of  limited
partnership interest in the Registrant that failed to file on a timely basis, as
disclosed in the above Forms,  reports required by Section 16(a) of the Exchange
Act during the most recent  fiscal year or prior fiscal years except as follows:
AIMCO and its joint  filers  failed to timely file a Form 4 with  respect to its
acquisition of Units.

Item 10. Executive Compensation

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

Item 11. Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner of more than 5% of the Limited Partner Units of the Registrant
as of December 31, 1999.

Entity                                  Number of Units      Percentages

Cooper River Properties LLC

(an affiliate of AIMCO)                       4,607            10.302%
Broad River Properties
(an affiliate of AIMCO)                       8,002            17.894%
Insignia Properties, LP
(an affiliate of AIMCO)                       1,824             4.079%
AIMCO Properties, LP
(an affiliate of AIMCO)                      11,252            25.162%

Cooper River Properties,  LLC, Broad River Properties and Insignia Properties LP
are indirectly  ultimately  owned by AIMCO.  The business address for all except
AIMCO Properties LP is 55 Beattie Place, Greenville, SC 29602. AIMCO Properties,
LP is indirectly  ultimately  controlled by AIMCO.  Its business address is 2000
South Colorado Blvd., Denver, Colorado 80222.

The Partnership knows of no contractual arrangements, the operation of the terms
of  which  may at a  subsequent  date  result  in a  change  in  control  of the
Partnership, except for: Article 12.1 of the Agreement, which 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  Partner's capital account and (ii) the fair market value
of the share of  Distributable  Net Proceeds to which the General Partners would
be  entitled.  Such  determination  of the fair  market  value  of the  share of
Distributable Net Proceeds is defined in Article 12.2(ii) of the 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 (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership. The following expenses owed
to the Managing  General Partner and affiliates for the years ended December 31,
1999 and 1998 were paid or accrued:

                                                               1999      1998
                                                               (in thousands)

Property management fees                                      $1,036    $1,034

Partnership management fee (1)                                    --       135

Reimbursement for services of affiliates                         931       504

(1)   The  Partnership  Agreement  provides for a fee equal to 7.5% of "net cash
      flow from operations",  as defined in the Partnership Agreement to be paid
      to  the  Managing   General  Partner  for  executive  and   administrative
      management services. No fee was due for 1999.

During the years ended  December 31, 1999 and 1998,  affiliates  of the Managing
General  Partner,  were entitled to receive 5% of gross receipts from all of the
Registrant's  residential  properties as  compensation  for  providing  property
management  services.  The  Registrant  paid to such  affiliates  $1,036,000 and
$1,016,000 for the years ended December 31, 1999 and 1998,  respectively.  Also,
during the nine months  ended  September  30, 1998,  affiliates  of the Managing
General Partner were entitled to varying  percentages of gross receipts from the
Registrant's  commercial  property  as  compensation  for  providing  management
services.  The Registrant  paid to such  affiliates  $18,000 for the nine months
ended September 30, 1998.  Effective  October 1, 1999 (the effective date of the
Insignia Merger),  these services for the commercial  property were performed by
an unrelated party.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $931,000 and
$504,000 for the years ended December 31, 1999 and 1998, respectively.  Included
in these amounts is approximately $570,000 and $56,000 of construction oversight
reimbursements for the years ended December 31, 1999 and 1998, respectively.

Pursuant to the Partnership Agreement,  the Managing General Partner is entitled
to receive a distribution equal to 3% of the aggregate disposition price of sold
properties.  The  Partnership  paid a  distribution  of $186,000 to the Managing
General  Partner  related  to the sale of  Cooper  Point  Plaza  in  1999.  This
distribution  is subordinate to the limited  partners  receiving  their original
capital  contributions  plus a  cumulative  preferred  return of 6% per annum of
their adjusted capital investment,  as defined in the Partnership Agreement.  If
the limited  partners  have not  received  these  returns  when the  Partnership
terminates,  the  Managing  General  Partner  will  return  this  amount  to the
Partnership.

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

In  addition,  the  Partnership  made  advances  to the Joint  Venture as deemed
appropriate  by the  Managing  General  Partner.  These  advances  did not  bear
interest  nor  have  stated  terms  of  repayment.  In June  1999,  the  advance
receivable  from the Joint Venture of  approximately  $149,000 was paid off from
the proceeds of the sale of the golf course.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these tender offers,  AIMCO and its affiliates  currently own 25,685
limited  partnership  units  in  the  Partnership  representing  57.437%  of the
outstanding  units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire  additional limited  partnership  interests in
the Partnership  for cash or in exchange for units in the operating  partnership
of AIMCO. Consequently, AIMCO is in a position to influence all voting decisions
with respect to the  Registrant.  Under the Partnership  Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters.  When voting on matters,  AIMCO would in all likelihood vote
the Units it  acquired in a manner  favorable  to the  interest of the  Managing
General Partner because of their affiliation with the Managing General Partner.

                                     PART IV

Item 13. Exhibits and Reports on Form 8-K

(a)   Exhibits:

               Exhibit 18,  Independent  Accountants'  Preferability  Letter for
               Change in  Accounting  Principle,  is filed as an exhibit to this
               report.

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

         (b)   Reports on Form 8-K filed during the fourth quarter of 1999:

               None.

                                   SIGNATURES

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

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



                                 By:     Angeles Realty Corporation II
                                         Managing General Partner

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

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

                              Date: March 30, 2000

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

/s/Patrick J. Foye        Executive Vice President    Date: March 30, 2000
Patrick J. Foye           and Director


/s/Martha L. Long         Senior Vice President       Date: March 30, 2000
Martha L. Long            and Controller

                              ANGELES PARTNERS XII

                                  EXHIBIT INDEX

Exhibit Number    Description of Exhibit

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

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

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

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

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

      10.5        Purchase and Sale  Agreement  with Exhibits - Gateway  Gardens
                  Apartments   filed  in  Form  8-K  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 8-K dated  February  1,
                  1985, incorporated herein by reference.

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

      10.8        Purchase  and  Sale   Agreement   with  Exhibits  -  Briarwood
                  Apartments filed in Form 8-K 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 10-Q 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,
                  1998,  between  Angeles  Partners  XII, a  California  limited
                  partnership,  and Chase Manhattan Bank, successor by merger to
                  Chemical Bank.

      10.18       Purchase and Sale  Agreement  dated  January 4, 1999,  between
                  Cooper Point Plaza,  LLC and Angeles  Partners XII for sale of
                  Cooper  Pointe Plaza filed with Form 10-KSB for the year ended
                  December 31, 1999.

      10.19    Purchase  and  Sale   Agreement   between   Registrant   and  K&D
               Enterprises,  Inc.,  an Ohio  corporation,  dated  August 5, 1999
               filed with Form 8-K dated  August 20,  1999 and filed  August 20,
               1999.

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.

     18        Independent  Accountants'  Preferability  Letter  for  Change  in
               Accounting Principle.


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

                                                                      Exhibit 18

February 7, 2000


Mr. Patrick J. Foye
Executive Vice President
Angeles Realty Corporation II
Managing General Partner of Angeles Partners XII
55 Beattie Place

P.O. Box 1089
Greenville, South Carolina 29602

Dear Mr. Foye:

Note M of Notes to the Consolidated Financial Statements of Angeles Partners XII
included in its Form  10-KSB for the year ended  December  31, 1999  describes a
change in the method of  accounting to  capitalize  exterior  painting and major
landscaping,  which  would have been  expensed  under the old  policy.  You have
advised us that you believe  that the change is to a  preferable  method in your
circumstances because it provides a better matching of expenses with the related
benefit of the expenditures and is consistent with policies currently being used
by your industry and conforms to the policies of the Managing General Partner.

There are no authoritative criteria for determining a preferable method based on
the particular circumstances; however, we conclude that the change in the method
of accounting  for exterior  painting and major  landscaping is to an acceptable
alternative  method which,  based on your business  judgment to make this change
for the reasons cited above, is preferable in your circumstances.

                                                               Very truly yours,
                                                            /s/Ernst & Young LLP