SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                 For the fiscal year ended December 31, 2004

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

             For the transition period from _________to _________

                         Commission file number 0-13309

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

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

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

                    Issuer's telephone number (864) 239-1000

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

                                      None

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

                            Limited Partnership Units
                                (Title of class)

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

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

State issuer's revenues for its most recent fiscal year.  $15,855,000

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, 2004. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.     Description of Business

Angeles  Partners XII (the  "Partnership"  or  "Registrant")  is a publicly-held
limited  partnership  organized under the California Uniform Limited Partnership
Act pursuant to the amended  Certificate  and  Agreement of Limited  Partnership
(herein  referred to as the "Agreement")  dated May 26, 1983. The  Partnership's
managing  general  partner is  Angeles  Realty  Corporation  II ("ARC II" or the
"Managing General Partner"), a California corporation. ARC II was a wholly-owned
subsidiary of MAE GP Corporation ("MAE GP"). Effective February 25, 1998, MAE GP
was merged into Insignia  Properties  Trust  ("IPT"),  which was an affiliate of
Insignia  Financial Group, Inc.  ("Insignia").  Effective February 26, 1999, IPT
was merged into Apartment Investment and Management Company ("AIMCO") a publicly
traded real estate  investment trust. Thus the Managing General Partner is now a
wholly-owned  subsidiary  of  AIMCO.  The  Elliott  Accommodation  Trust and the
Elliott  Family  Partnership,   a  California  limited  partnership,   were  the
Non-Managing  General Partners.  Effective December 31, 1997, the Elliott Family
Partnership,  Ltd.  acquired the Elliott  Accommodation  Trust's general partner
interest in the Partnership.  On June 30, 2000,  Elliott Family Partnership sold
its remaining  interest to AIMCO  Properties,  LP, a wholly owned  subsidiary of
AIMCO.  The Managing  General Partner and the  Non-Managing  General Partner are
herein  referred to  collectively  as the "General  Partners".  The  Partnership
Agreement  provides that the  Partnership  is to terminate on December 31, 2035,
unless terminated prior to such date.

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

The  Partnership is engaged in the business of operating and holding real estate
properties for investment.  In 1984 and 1985 during its acquisition  phase,  the
Partnership   acquired  ten  existing  apartment  properties  and  one  existing
commercial  property.  In  1990,  the  Partnership  lost  one of  its  apartment
properties to foreclosure. During 1991, the Partnership acquired a 44.5% general
partnership  interest in a joint  venture,  Princeton  Meadows Golf Course Joint
Venture ("Joint Venture"), partnering with two affiliated partnerships. In 1999,
the  Partnership  sold  its  only  commercial  property,  one of  its  apartment
properties and the Joint Venture sold its only  investment  property,  Princeton
Meadows Golf Course.  In May 2001,  the  Partnership  sold two of its  apartment
properties.  As of December  31,  2004,  the  Partnership  continues  to own and
operate six apartment complexes,  one of which is classified as held for sale at
December 31, 2004 as discussed in "Item 6. Management's  Discussion and Analysis
or Plan of Operation". (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  Partnership has no employees.  The Managing  General Partner is vested with
full authority as to the general  management and supervision of the business and
affairs  of the  Partnership.  Limited  partners  and the  Non-Managing  General
Partner  have no right to  participate  in the  management  or  conduct  of such
business and affairs.  An affiliate  of the Managing  General  Partner  provides
property management services for the Partnership's residential properties.

Risk Factors

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

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

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

From time to time, the Federal Bureau of  Investigation,  or FBI, and the United
States  Department  of  Homeland  Security  issue  alerts  regarding   potential
terrorist threats  involving  apartment  buildings.  Threats of future terrorist
attacks,  such as those  announced  by the FBI and the  Department  of  Homeland
Security,  could  have a  negative  effect on rent and  occupancy  levels at the
Partnership's properties. The effect that future terrorist activities or threats
of such activities could have on the  Partnership's  operations is uncertain and
unpredictable. If the Partnership were to incur a loss at a property as a result
of an act of  terrorism,  the  Partnership  could  lose all or a portion  of the
capital  invested  in the  property,  as well as the  future  revenue  from  the
property.  In this regard, the Partnership has purchased insurance to cover acts
of terrorism.  The Managing General Partner does not anticipate that these costs
will  have  a  negative  effect  on  the  Partnership's  consolidated  financial
condition or results of operations.

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.

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

Item 2.     Description of Property

The following table sets forth the Partnership's investments in properties as of
December 31, 2004:
<TABLE>
<CAPTION>

                                 Date of
Property                         Purchase         Type of Ownership            Use

<S>                       <C>     <C>  <C>
Chambers Ridge Apartments (3)     7/26/84   Fee ownership subject to       Apartment
 Harrisburg, Pennsylvania                   first mortgage (1)             324 units

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

Hunters Glen Apts - V            01/31/85   Fee ownership subject to       Apartment
 Plainsboro, New Jersey                     first mortgage (1)             304 units

Hunters Glen Apts - VI           01/31/85   Fee ownership subject to       Apartment
 Plainsboro, New Jersey                     first mortgage (1)             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 mortgage (1)             399 units
</TABLE>

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

(2)   Property is held by a Limited  Partnership in which the Partnership owns a
      99.99% interest.

(3)   A sale  contract  was signed for this  property on  February  2, 2005.  In
      accordance with Statement of Financial  Accounting  Standards No. 144, the
      assets and  liabilities  of the property have been  classified as held for
      sale at December 31, 2004 and the  operations  of the  property  have been
      shown as income (loss) from  discontinued  operations  for the years ended
      December 31, 2004 and 2003.

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  Depreciable               Federal
Property                    Value    Depreciation      Life      Method     Tax Basis
                              (in thousands)                              (in thousands)

<S>                        <C>           <C>         <C>          <C>        <C>
Hunters Glen Apts-IV       $13,688       10,652      5-40 yrs     (1)        $ 3,662
Hunters Glen Apts-V         15,934       12,374      5-40 yrs     (1)          4,184
Hunters Glen Apts-VI        17,196       13,376      5-40 yrs     (1)          3,959
Pickwick Place Apts         12,607        9,443      5-40 yrs     (1)          3,259
Twin Lake Towers Apts       21,045       17,647      5-40 yrs     (1)          4,195

                           $80,470      $63,492                              $19,259
</TABLE>

(1) Straight line and accelerated

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

The gross  carrying  value,  accumulated  depreciation  and Federal tax basis of
Chambers  Ridge  Apartments,  which is  included  in assets  held for sale,  was
approximately $14,208,000, $11,347,000 and $3,617,000, respectively, at December
31, 2004.

Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the loans
encumbering the Partnership's properties.
<TABLE>
<CAPTION>

                            Principal                                          Principal
                           Balance At                                           Balance
                          December 31,    Interest    Period     Maturity       Due At
        Property              2004        Rate (1)   Amortized   Date (2)      Maturity
                         (in thousands)                                     (in thousands)

Hunters Glen Apts IV
<S>                          <C>           <C>       <C>          <C>
  1st mortgage               $11,626       5.26%     18.5 yrs     01/2022            --
Hunters Glen Apts V
  1st mortgage                13,284       7.14%      20 yrs      01/2022            --
Hunters Glen Apts VI
  1st mortgage                13,826       7.14%      20 yrs      01/2022            --
Pickwick Place Apts
  1st mortgage                 5,816       9.10%      28 yrs      05/2005         5,775
Twin Lake Towers Apts
  1st mortgage                11,461       4.54%      10 yrs      07/2013         7,385

                             $56,013                                            $13,160
</TABLE>

 (1)  Fixed rate mortgages.

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

The loan  encumbering  Chambers Ridge  Apartments of  approximately  $8,060,000,
which is included in liabilities  held for sale, is an adjustable  rate mortgage
based on the Fannie Mae discounted  mortgage backed security index plus 85 basis
points  (3.07% per annum at December 31,  2004).  The loan is amortized  over 30
years,  matures in September  2007 and has a balloon  payment due at maturity of
approximately $7,488,000.

On May 16, 2003, the Partnership  refinanced the mortgages  encumbering Chambers
Ridge   Apartments.   The  refinancing   replaced  the  existing   mortgages  of
approximately $5,060,000 with a new mortgage in the amount of $8,385,000.  Total
capitalized  loan  costs  were  approximately  $236,000  during  the year  ended
December 31, 2003. The Partnership recognized a loss on the early extinguishment
of debt of approximately $42,000 during the year ended December 31, 2003, due to
the write off of unamortized loan costs, debt discounts and prepayment penalties
paid.

Initially the May 16, 2003 refinancing of Chambers Ridge Apartments was under an
interim credit facility  ("Interim Credit Facility") which also provided for the
refinancing of several other  properties.  The Interim Credit  Facility  created
separate  loans for each property  refinanced  thereunder,  which loans were not
cross-collateralized  or cross-defaulted with each other. During the term of the
Interim  Credit  Facility,  Chambers  Ridge  Apartments  was  required  to  make
interest-only  payments.  The first  month's  interest  rate for Chambers  Ridge
Apartments was 2.78%.

As of June 1, 2003 the loan on Chambers Ridge  Apartments  was  transferred to a
different lender. The credit facility ("Permanent Credit Facility") with the new
lender matures in September 2007 with an option for the Partnership to elect one
five-year extension.  This Permanent Credit Facility also created separate loans
for   each    property    refinanced    thereunder,    which   loans   are   not
cross-collateralized  or  cross-defaulted  with each other. Each note under this
Permanent  Credit  Facility is initially a variable  rate loan,  and after three
years the  Partnership  has the  option of  converting  the note to a fixed rate
loan.  The interest rate on the variable rate loans is the Fannie Mae discounted
mortgage-backed security index plus 85 basis points (3.07% per annum at December
31, 2004), and the rate resets monthly.  Each loan  automatically  renews at the
end of each month. In addition, monthly principal payments are required based on
a 30-year  amortization  schedule,  using the interest rate in effect during the
first month that the property is financed by the Permanent Credit Facility.  The
loans may be prepaid without penalty.

On June 27, 2003, the Partnership refinanced the mortgages encumbering Twin Lake
Towers   Apartments.   The  refinancing   replaced  the  existing  mortgages  of
approximately $10,192,000 with a new mortgage in the amount of $12,000,000.  The
new mortgage  carries a stated  interest rate of 4.54% per annum compared to the
stated interest rate of 7.83% per annum on the prior mortgages.  Payments on the
mortgage loan are due monthly until July 1, 2013 at which time a balloon payment
of  approximately   $7,385,000  is  due.  Total   capitalized  loan  costs  were
approximately  $305,000 during the year ended December 31, 2003. The Partnership
recognized a loss on the early extinguishment of debt of approximately  $124,000
during the year ended  December  31, 2003,  due to the write off of  unamortized
loan costs, debt discounts and prepayment penalties paid.

On June 30, 2003, the Partnership  refinanced the mortgage  encumbering  Hunters
Glen  IV  Apartments.   The  refinancing   replaced  the  existing  mortgage  of
approximately  $7,818,000 with a new mortgage in the amount of $12,200,000.  The
new mortgage  carries a stated  interest rate of 5.26% per annum compared to the
stated interest rate of 8.43% per annum on the prior  mortgage.  Payments on the
mortgage  loan are due monthly  until  January 1, 2022 at which time the loan is
scheduled to be fully amortized. Total capitalized loan costs were approximately
$251,000 during the year ended December 31, 2003. The  Partnership  recognized a
loss on the early extinguishment of debt of approximately $3,000 during the year
ended December 31, 2003, due to the write off of unamortized loan costs.

Rental Rates and Occupancy

Average  annual  rental rates and  occupancy for 2004 and 2003 for each property
were as follows:
<TABLE>
<CAPTION>

                                          Average Annual            Average Annual
                                           Rental Rates               Occupancy
                                            (per unit)
Property                                2004         2003          2004        2003

<S>                                     <C>          <C>           <C>          <C>
Hunters Glen Apartments - IV            11,221       10,718        93%          94%
Hunters Glen Apartments - V             11,126       10,784        93%          94%
Hunters Glen Apartments - VI (1)        10,889       10,418        91%          94%
Pickwick Place Apartments                6,865        7,159        93%          93%
Twin Lake Towers Apartments              8,945        9,109        90%          92%
</TABLE>

(1)   The  Managing  General  Partner  attributes  the  decrease in occupancy at
      Hunters Glen  Apartments  VI to  apartments  being  unavailable  during an
      upgrade process.

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, 2004, 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 2004 for each property were:

                                    2004             2004
                                    Taxes            Rate
                                 (in thousands)

Hunters Glen Apartments-IV          $ 419            3.21%
Hunters Glen Apartments-V             483            3.21%
Hunters Glen Apartments-VI            521            3.21%
Pickwick Place Apartments             119            1.68%
Twin Lake Towers Apartments           321            5.53%

During 2003,  the state of Indiana  implemented a  reassessment  of property tax
values  and the  Partnership  appealed  the  reassessed  property  tax  value of
Pickwick Place Apartments.  In the state of Indiana, property tax bills are paid
one year in arrears.  Due to the Partnership's appeal of the reassessed property
value in 2003, the property tax accrual for 2003 and the remaining liability for
the 2002  property tax bills was based on the property tax value as estimated by
a third party  property tax  specialist.  The appeal was settled during the year
ended December 31, 2004 and the final assessed property tax value was lower than
the amount estimated by the third party. Therefore, the property tax expense for
2002 and 2003 was reduced by  approximately  $105,000 and the estimate for taxes
which will be due for 2004 was reduced by approximately  $63,000 during the year
ended December 31, 2004 based on this revised assessed property tax value.

Capital Improvements

Chambers Ridge Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$174,000  of  capital  improvements  at  Chambers  Ridge  Apartments  consisting
primarily  of  water  and  sewer  improvements,   floor  covering  replacements,
painting,  water  heater  upgrades,  and other  structural  improvements.  These
improvements  were funded from operating cash flow.  The  Partnership  regularly
evaluates capital  improvement needs of the property.  While the Partnership has
no material  commitments for property  improvements  and  replacements,  certain
routine  capital   expenditures  are  anticipated   during  2005.  Such  capital
improvements  will depend on the  physical  condition of the property as well as
the anticipated  cash flow generated by the property.  The Partnership  plans to
sell the property within one year.

Hunters Glen Apartments IV

During the year ended December 31, 2004, the Partnership completed approximately
$305,000  of capital  improvements  at Hunters  Glen  Apartments  IV  consisting
primarily of floor covering and appliance  replacements,  lighting improvements,
air conditioning upgrades, cabinet replacements,  roof replacements,  structural
upgrades, balcony replacements and water/sewer upgrades. These improvements were
funded from operating cash flow. The  Partnership  regularly  evaluates  capital
improvement  needs  of the  property.  While  the  Partnership  has no  material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  improvements will depend
on the physical  condition of the property as well as the anticipated  cash flow
generated by the property.

Hunters Glen Apartments V

During the year ended December 31, 2004, the Partnership completed approximately
$327,000  of  capital  improvements  at Hunters  Glen  Apartments  V  consisting
primarily  of  floor  covering  replacements,  lighting  improvements,  roof and
balcony  replacements,  cabinet  replacements,  and structural  upgrades.  These
improvements  were funded from operating cash flow.  The  Partnership  regularly
evaluates capital  improvement needs of the property.  While the Partnership has
no material  commitments for property  improvements  and  replacements,  certain
routine  capital   expenditures  are  anticipated   during  2005.  Such  capital
improvements  will depend on the  physical  condition of the property as well as
the anticipated cash flow generated by the property.

Hunters Glen Apartments VI

During the year ended December 31, 2004, the Partnership completed approximately
$425,000  of capital  improvements  at Hunters  Glen  Apartments  VI  consisting
primarily of floor covering replacements,  lighting improvements,  roof, cabinet
and appliance  replacements,  structural  upgrades,  air  conditioning  unit and
water/sewer upgrades,  and balcony replacements.  These improvements were funded
from  operating  cash  flow.  The  Partnership   regularly   evaluates   capital
improvement  needs  of the  property.  While  the  Partnership  has no  material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  improvements will depend
on the physical  condition of the property as well as the anticipated  cash flow
generated by the property.

Pickwick Place Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$312,000  of  capital  improvements  at  Pickwick  Place  Apartments  consisting
primarily of floor covering,  furniture and fixture,  window, concrete, roof and
appliance  replacements and structural  improvements.  These  improvements  were
funded  from  operating  cash flow and  replacement  reserves.  The  Partnership
regularly  evaluates  capital  improvement  needs  of the  property.  While  the
Partnership  has  no  material   commitments  for  property   improvements   and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  improvements will depend on the physical condition of the property
as well as the anticipated cash flow generated by the property.

Twin Lake Towers Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$382,000  of capital  improvements  at Twin Lake  Towers  Apartments  consisting
primarily of floor  covering and  furniture and fixture  replacements,  lighting
improvements,  air conditioning upgrades,  office computers,  painting and water
and sewer improvements. These improvements were funded from operating cash flow.
The Partnership  regularly  evaluates capital improvement needs of the property.
While the Partnership has no material commitments for property  improvements and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  improvements will depend on the physical condition of the property
as well as the anticipated cash flow generated by the property.

Item 3.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second  appeal.  The Court of Appeals  heard oral  argument  on both  appeals on
September 22, 2004 and took the matters under submission.

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

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General  Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call." Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Managing  General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
consolidated financial condition or results of operations.

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

The unitholders of the Partnership did not vote on any matter during the quarter
ended December 31, 2004.

                                     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, 2004,  the  Partnership  had 1,155  Limited  Partners of record and
44,718 Limited Partnership Units (the "Units")  outstanding.  As of December 31,
2004,   affiliates  of  the  Managing   General  Partner  owned  33,132  limited
partnership  units or 74.09% of the outstanding  Units. No public trading market
has developed for the Units,  and it is not anticipated  that such a market will
develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2004 and 2003 (see Item 6. "Management's Discussion and
Analysis or Plan of Operation" for further details):

<TABLE>
<CAPTION>

                                        Per Limited                        Per Limited
                        Year Ended      Partnership      Year Ended        Partnership
                    December 31, 2004      Unit       December 31, 2003       Unit

<S>                      <C>              <C>              <C>               <C>
Operations               $ 1,567          $ 34.68          $ 2,759           $ 61.08
Refinancing                    --              --            8,701 (1)        192.62
                         $ 1,567          $ 34.68          $11,460           $253.70
</TABLE>

(1)   From the May 2003  refinancing of Chambers  Ridge  Apartments and the June
      2003 refinancings of Hunters Glen IV and Twin Lake Towers Apartments.

Subsequent  to December 31, 2004 the  Partnership  distributed  from  operations
approximately $612,000 (approximately $606,000 to the limited partners or $13.55
per limited  partnership  unit).  Future cash  distributions  will depend on the
levels of net cash generated  from  operations,  the timing of debt  maturities,
property  sales  and/or  refinancings.  The  Partnership's  cash  available  for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Partnership  will generate  sufficient  funds from  operations,  after  required
capital expenditures,  to permit any additional distributions to its partners in
2005 or subsequent  periods.  See "Item 2.  Description  of Properties - Capital
Improvements" for information  relating to anticipated  capital  expenditures at
the properties.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its  affiliates  owned 33,132  Units in the  Partnership
representing  74.09% of the outstanding  Units at December 31, 2004. A number of
these  Units  were  acquired  pursuant  to  tender  offers  made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
Units  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of  74.09% of the  outstanding
Units,  AIMCO  and its  affiliates  are in a  position  to  control  all  voting
decisions with respect to the Partnership. Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO as its sole stockholder.

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

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

Results of Operations

The Partnership  recognized net income of approximately  $1,036,000 for the year
ended December 31, 2004 as compared to a net loss of approximately  $528,000 for
the year ended  December 31,  2003.  The decrease in net loss for the year ended
December 31, 2004 is due to a decrease in total  expenses,  an increase in total
revenues, and an increase in income from discontinued operations.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived   Assets",   the
consolidated  statement  of  operations  for the year ended  December  31,  2003
included  in "Item 7.  Financial  Statements"  has been  restated to reflect the
operations  of Chambers  Ridge  Apartments  as income  (loss) from  discontinued
operations.  The  Partnership  has  signed a  contract  to sell  Chambers  Ridge
Apartments  within one year.  In  accordance  with SFAS No. 144,  the assets and
liabilities of Chambers Ridge have been  classified as held for sale at December
31, 2004.

Income from discontinued operations is approximately $252,000 for the year ended
December  31, 2004 as compared  to a net loss of  approximately  $46,000 for the
year ended  December 31, 2003.  Included in the income (loss) from  discontinued
operations are revenues of approximately $2,500,000 and $2,522,000 for the years
ended  December  31, 2004 and 2003,  respectively.  The  increase in income from
discontinued  operations is primarily due to reduced interest expense due to the
refinancing in 2003 at lower interest rates and reduced depreciation expense due
to assets becoming fully  depreciated  partially offset by reduced  occupancy at
the property.

The Partnership  recognized  income from continuing  operations of approximately
$784,000  for the year  ended  December  31,  2004 as  compared  to a loss  from
continuing operations of approximately  $482,000 for the year ended December 31,
2003. The increase in income from continuing  operations is due to a decrease in
total expenses and an increase in total revenues.

Total  expenses  decreased for the year ended December 31, 2004 due to decreases
in operating,  depreciation,  interest and general and administrative  expenses,
partially offset by increased property tax expense. Operating expenses decreased
due to a decrease in  maintenance  expenses  partially  offset by an increase in
property expenses.  Maintenance  expenses decreased due to decreases in contract
services primarily at Pickwick Place Apartments and snow removal costs primarily
at Hunters  Glen IV, V and VI  Apartments,  partially  offset by an  increase in
contract  service  costs  at Twin  Lake  Towers  Apartments.  Property  expenses
increased due to increases in salaries and related benefits and utility expenses
at all of the Partnership's  properties.  Depreciation  expense decreased due to
assets  becoming  fully  depreciated  at  Pickwick  Place and Twin Lakes  Towers
Apartments in 2004.  Interest expense decreased primarily due to the refinancing
of Twin  Lake  Towers  Apartments  at a lower  interest  rate  during  2003,  as
discussed in "Liquidity and Capital  Resources."  Property tax expense increased
primarily due to an increase in the property tax rates at Hunters Glen IV, V and
VI  Apartments  partially  offset by the  settlement  reached  with the state of
Indiana on the assessed value of Pickwick Place Apartments as discussed below.

During 2003,  the state of Indiana  implemented a  reassessment  of property tax
values  and the  Partnership  appealed  the  reassessed  property  tax  value of
Pickwick Place Apartments.  In the state of Indiana, property tax bills are paid
one year in arrears.  Due to the Partnership's appeal of the reassessed property
value in 2003, the property tax accrual for 2003 and the remaining liability for
the 2002  property tax bills was based on the property tax value as estimated by
a third party  property tax  specialist.  The appeal was settled during the year
ended December 31, 2004 and the final assessed property tax value was lower than
the amount estimated by the third party. Therefore, the property tax expense for
2002 and 2003 was reduced by  approximately  $105,000 and the estimate for taxes
which will be due for 2004 was reduced by approximately  $63,000 during the year
ended December 31, 2004 based on this revised assessed property tax value.

General and  administrative  expenses  decreased for the year ended December 31,
2004 due to a decrease in Partnership  management fees as a result of a decrease
in cash flows which are used to calculate  the fee  pursuant to the  Partnership
Agreement  and a decrease  in the costs of services  included in the  management
reimbursements to the Managing General Partners as allowed under the Partnership
Agreement.  Also  included  in general  and  administrative  expenses  are costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory agencies and the annual audit required by the Partnership Agreement.

Total revenues increased for the year ended December 31, 2004 due to an increase
in rental income  partially  offset by a decrease in casualty gain (as discussed
below).  Rental income  increased due to an increase in the average rental rates
at Hunters  Glen IV, V and VI  Apartments  and a decrease in bad debt expense at
Pickwick Place, Twin Lake Towers and Hunters Glen V and VI Apartments, partially
offset by decreases in the average rental rates at Twin Lake Towers and Pickwick
Place  Apartments,  reduced  occupancy  at all  but  one  of  the  Partnership's
properties and an increase in bad debt expense at Hunters Glen IV Apartments.

In November 2002, Twin Lake Towers  Apartments  experienced a gas leak,  causing
damage to eight units.  A casualty  gain of  approximately  $29,000 was recorded
during  the year ended  December  31,  2003,  due to the  receipt  of  insurance
proceeds of approximately  $32,000 net of the write off of undepreciated  assets
of approximately $3,000.

In November 2002, Hunters Glen VI Apartments  experienced a fire which destroyed
the laundry  room.  No units were  affected.  A casualty  gain of  approximately
$29,000 was recorded during the year ended December 31, 2003, due to the receipt
of  insurance  proceeds  of  approximately  $32,000  net  of  the  write  off of
undepreciated assets of approximately $3,000.

In April 2003,  Pickwick Place Apartments  experienced a fire, causing damage to
four units and a common hallway.  A casualty gain of  approximately  $53,000 was
recorded  during  the year  ended  December  31,  2003,  due to the  receipt  of
insurance   proceeds  of   approximately   $55,000  net  of  the  write  off  of
undepreciated assets of approximately $2,000.

The  Partnership's  financial  results depend upon a number of factors including
the  ability to attract  and  maintain  tenants  at the  investment  properties,
interest  rates on mortgage  loans,  costs  incurred  to operate the  investment
properties,  general  economic  conditions  and weather.  As part of the ongoing
business plan of the  Partnership,  the Managing  General  Partner  monitors the
rental market environment of its investment properties to assess the feasibility
of increasing rents,  maintaining or increasing  occupancy levels and protecting
the Partnership  from increases in expenses.  As part of this plan, the Managing
General  Partner  attempts  to  protect  the  Partnership  from  the  burden  of
inflation-related  increases in expenses by increasing  rents and  maintaining a
high overall  occupancy  level.  However,  the Managing  General Partner may use
rental  concessions  and  rental  rate  reductions  to offset  softening  market
conditions, accordingly, there is no guarantee that the Managing General Partner
will be able to  sustain  such a plan.  Further,  a number of  factors  that are
outside the control of the  Partnership  such as the local economic  climate and
weather can adversely or positively affect the Partnership's financial results.

Liquidity and Capital Resources

At  December  31,  2004,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $1,804,000  compared to approximately  $1,975,000 at December 31,
2003. The decrease in cash and cash equivalents of approximately $171,000 is due
to  approximately  $3,426,000  and  $1,846,000  of cash  used in  financing  and
investing activities, respectively, partially offset by approximately $5,101,000
of cash  provided by operating  activities.  Cash used in  financing  activities
consisted of principal  payments on the mortgages  encumbering the Partnership's
properties  and  distributions  to partners.  Cash used in investing  activities
consisted of property  improvements  and  replacements  and to a lesser  extent,
deposits  to  restricted  escrows  maintained  by  the  mortgage  lenders.   The
Partnership invests its working capital reserves in interest bearing accounts.

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

The  Partnership  regularly  evaluates  the  capital  improvement  needs  of the
properties.  While the  Partnership  has no material  commitments  for  property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition of the properties as well as replacement reserves and anticipated cash
flow generated by the properties. The capital expenditures will be incurred only
if cash is available from operations or from Partnership reserves. To the extent
that capital  improvements are completed,  the Partnership's  distributable cash
flow, if any, may be adversely affected at least in the short term.

On May 16, 2003, the Partnership  refinanced the mortgages  encumbering Chambers
Ridge   Apartments.   The  refinancing   replaced  the  existing   mortgages  of
approximately $5,060,000 with a new mortgage in the amount of $8,385,000.  Total
capitalized  loan  costs  were  approximately  $236,000  during  the year  ended
December 31, 2003. The Partnership recognized a loss on the early extinguishment
of debt of approximately $42,000 during the year ended December 31, 2003, due to
the write off of unamortized loan costs, debt discounts and prepayment penalties
paid, which is included in income (loss) from discontinued operations.

Initially the May 16, 2003 refinancing of Chambers Ridge Apartments was under an
interim credit facility  ("Interim Credit Facility") which also provided for the
refinancing of several other  properties.  The Interim Credit  Facility  created
separate  loans for each property  refinanced  thereunder,  which loans were not
cross-collateralized  or cross-defaulted with each other. During the term of the
Interim  Credit  Facility,  Chambers  Ridge  Apartments  was  required  to  make
interest-only  payments.  The first  month's  interest  rate for Chambers  Ridge
Apartments was 2.78%.

As of June 1, 2003 the loan on Chambers Ridge  Apartments  was  transferred to a
different lender. The credit facility ("Permanent Credit Facility") with the new
lender matures in September 2007 with an option for the Partnership to elect one
five-year extension.  This Permanent Credit Facility also created separate loans
for   each    property    refinanced    thereunder,    which   loans   are   not
cross-collateralized  or  cross-defaulted  with each other. Each note under this
Permanent  Credit  Facility is initially a variable  rate loan,  and after three
years the  Partnership  has the  option of  converting  the note to a fixed rate
loan.  The interest rate on the variable rate loans is the Fannie Mae discounted
mortgage-backed security index plus 85 basis points (3.07% per annum at December
31, 2004), and the rate resets monthly.  Each loan  automatically  renews at the
end of each month. In addition, monthly principal payments are required based on
a 30-year  amortization  schedule,  using the interest rate in effect during the
first month that the property is financed by the Permanent Credit Facility.  The
loans may be prepaid without penalty.

On June 27, 2003, the Partnership refinanced the mortgages encumbering Twin Lake
Towers   Apartments.   The  refinancing   replaced  the  existing  mortgages  of
approximately $10,192,000 with a new mortgage in the amount of $12,000,000.  The
new mortgage  carries a stated  interest rate of 4.54% per annum compared to the
stated interest rate of 7.83% per annum on the prior mortgages.  Payments on the
mortgage loan are due monthly until July 1, 2013 at which time a balloon payment
of  approximately   $7,385,000  is  due.  Total   capitalized  loan  costs  were
approximately  $305,000 during the year ended December 31, 2003. The Partnership
recognized a loss on the early extinguishment of debt of approximately  $124,000
during the year ended  December  31, 2003,  due to the write off of  unamortized
loan costs, debt discounts and prepayment penalties paid.

On June 30, 2003, the Partnership  refinanced the mortgage  encumbering  Hunters
Glen  IV  Apartments.   The  refinancing   replaced  the  existing  mortgage  of
approximately  $7,818,000 with a new mortgage in the amount of $12,200,000.  The
new mortgage  carries a stated  interest rate of 5.26% per annum compared to the
stated interest rate of 8.43% per annum on the prior  mortgage.  Payments on the
mortgage  loan are due monthly  until  January 1, 2022 at which time the loan is
scheduled to be fully amortized. Total capitalized loan costs were approximately
$251,000 during the year ended December 31, 2003. The  Partnership  recognized a
loss on the early extinguishment of debt of approximately $3,000 during the year
ended December 31, 2003, due to the write off of unamortized loan costs.

The Partnership's  mortgage indebtedness  encumbering Hunter's Glen IV, V and VI
Apartments of approximately  $38,736,000  matures in January 2022, at which time
it is scheduled to be fully  amortized.  The mortgage  indebtedness  encumbering
Twin Lake Towers Apartments of approximately  $11,461,000  matures in July 2013,
at which time a balloon payment totaling  approximately  $7,385,000 will be due.
The mortgage indebtedness encumbering Chambers Ridge Apartments of approximately
$8,060,000  matures in September  2007 with a five year  extension  option and a
balloon  payment of  approximately  $7,488,000  due at  maturity.  The  mortgage
indebtedness  encumbering Pickwick Place Apartments of approximately  $5,816,000
matures in May 2005, at which time a balloon payment of approximately $5,775,000
will be due. The Managing  General  Partner  anticipates  it will  refinance the
mortgage at Pickwick Place  Apartments  prior to its maturity date. The Managing
General  Partner will also attempt to refinance the mortgage on Twin Lake Towers
Apartments  and/or sell the property prior to its maturity date. The Partnership
has signed a contract  to sell  Chambers  Ridge  Apartments.  If the  properties
cannot be refinanced or sold for a sufficient  amount, the Partnership will risk
losing the properties through foreclosure.  The Partnership's assets are thought
to be sufficient for any near-term needs (exclusive of capital  improvements) of
the Partnership.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2004 and 2003 (in thousands except per unit data):
<TABLE>
<CAPTION>

                                        Per Limited                        Per Limited
                        Year Ended      Partnership      Year Ended        Partnership
                    December 31, 2004      Unit       December 31, 2003       Unit

<S>                      <C>              <C>              <C>               <C>
Operations               $ 1,567          $ 34.68          $ 2,759           $ 61.08
Refinancing                    --              --            8,701 (1)        192.62
                         $ 1,567          $ 34.68          $11,460           $253.70
</TABLE>

(1)   From the May 2003  refinancing of Chambers  Ridge  Apartments and the June
      2003 refinancings of Hunters Glen IV and Twin Lake Towers Apartments.

Subsequent  to December 31, 2004 the  Partnership  distributed  from  operations
approximately $612,000 (approximately $606,000 to the limited partners or $13.55
per limited  partnership  unit).  Future cash  distributions  will depend on the
levels of net cash generated from operations, and the timing of debt maturities,
property  sales  and/or  refinancings.  The  Partnership's  cash  available  for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Partnership  will generate  sufficient  funds from  operations,  after  required
capital improvement expenditures,  to permit any additional distributions to its
partners during 2005 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 33,132 limited  partnership  units
(the "Units") in the Partnership representing 74.09% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 74.09% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into  conflict with the duties of the Managing  General  Partner to AIMCO as its
sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's investment properties.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any adverse changes in these factors could cause impairment of the Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.

Item 7.     Financial Statements

ANGELES PARTNERS XII

LIST OF FINANCIAL STATEMENTS

      Report of Independent Registered Public Accounting Firm

      Consolidated Balance Sheet - December 31, 2004

      Consolidated  Statements of  Operations - Years ended  December 31, 2004
      and 2003

      Consolidated  Statement  of Changes in  Partners'  Deficit - Years ended
      December 31, 2004 and 2003

      Consolidated Statements of Cash Flows - Years ended December 31, 2004
      and 2003

      Notes to Consolidated Financial Statements

           Report of Independent Registered Public Accounting Firm



The Partners
Angeles Partners XII


We have audited the accompanying  consolidated balance sheet of Angeles Partners
XII as of  December  31,  2004,  and  the  related  consolidated  statements  of
operations,  changes in  partners'  deficit,  and cash flows for each of the two
years in the period ended December 31, 2004. 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 the standards of the Public  Company
Accounting Oversight Board (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 consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Partnership's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and 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, 2004, and the consolidated results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2004,  in
conformity with accounting principles generally accepted in the United States.

                                                          /s/ERNST & YOUNG LLP


Greenville, South Carolina
March 10, 2005

                              ANGELES PARTNERS XII

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2004

<TABLE>
<CAPTION>

Assets
<S>                                                                         <C>
  Cash and cash equivalents                                                 $  1,804
  Receivables and deposits                                                       770
  Restricted escrows                                                              36
  Other assets                                                                 2,103
  Investment properties (Notes B and E):
    Land                                                       $  7,071
    Buildings and related personal property                      73,399
                                                                 80,470
    Less accumulated depreciation                               (63,492)      16,978
  Assets held for sale (Note A)                                                3,128

                                                                            $ 24,819
Liabilities and Partners' Deficit
Liabilities
  Accounts payable                                                          $    150
  Tenant security deposit liabilities                                            532
  Accrued property taxes                                                         507
  Other liabilities                                                              705
  Due to affiliates (Note D)                                                     373
  Mortgage notes payable (Note B)                                             56,013
  Liabilities related to assets held for sale (Note A)                         8,112

Partners' Deficit
  General partners                                             $    (137)
  Limited partners (44,718 units issued and outstanding)         (41,436)    (41,573)

                                                                            $ 24,819

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                              ANGELES PARTNERS XII

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

<TABLE>
<CAPTION>

                                                                Years Ended
                                                                December 31,
                                                              2004           2003
Revenues:                                                                 (Restated)
<S>                                                        <C>            <C>
  Rental income                                            $ 14,304       $ 14,067
  Other income                                                1,551          1,487
  Casualty gains (Note F)                                        --            111
      Total revenues                                         15,855         15,665

Expenses:
  Operating                                                   5,011          5,135
  General and administrative                                    607            764
  Depreciation                                                3,898          4,479
  Interest                                                    3,782          3,931
  Property taxes (Note G)                                     1,773          1,711
  Loss on early extinguishment of debt (Note B)                  --            127
      Total expenses                                         15,071         16,147

Income (loss) from continuing operations                        784           (482)
Income (loss) from discontinued operations (Note A)             252            (46)

Net income (loss) (Note C)                                 $  1,036       $   (528)

Net income (loss) allocated to general partners (1%)       $     10       $     (5)
Net income (loss) allocated to limited partners (99%)         1,026           (523)

                                                           $  1,036       $   (528)

Per limited partnership unit:
Income (loss) from continuing operations                   $  17.35       $ (10.67)
Income (loss) form discontinued operations                     5.59          (1.03)

Net income (loss) per limited partnership unit             $  22.94       $ (11.70)

Distributions per limited partnership unit                 $  34.68       $ 253.70

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                              ANGELES PARTNERS XII

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

<TABLE>
<CAPTION>


                                     Limited
                                    Partnership     General       Limited
                                       Units        Partners      Partners       Total

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

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

Net loss for the year ended
  December 31, 2003                        --           (5)          (523)          (528)

Distributions to Partners                  --         (115)       (11,345)       (11,460)

Partners' deficit at
  December 31, 2003                    44,718         (131)       (40,911)       (41,042)

Net income for the year ended
  December 31, 2004                        --           10          1,026          1,036

Distributions to Partners                  --          (16)        (1,551)        (1,567)

Partners' deficit at
  December 31, 2004                    44,718       $ (137)      $(41,436)      $(41,573)

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                              ANGELES PARTNERS XII

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

                                                                       Years Ended
                                                                      December 31,
                                                                    2004         2003
Cash flows from operating activities:
<S>                                                              <C>           <C>
  Net income (loss)                                              $   1,036     $   (528)
  Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
     Depreciation                                                    4,462        5,352
     Amortization of loan costs                                        188          199
     Loss on early extinguishment of debt                               --          169
     Casualty gain                                                      --         (111)
     Bad debt                                                          264          519
     Change in accounts:
      Receivables and deposits                                        (166)        (374)
      Other assets                                                    (156)          (1)
      Accounts payable                                                (147)         (76)
      Tenant security deposit liabilities                             (123)          (2)
      Accrued property taxes                                           (88)          47
      Due to affiliates                                               (166)         214
      Other liabilities                                                 (3)        (260)
        Net cash provided by operating activities                    5,101        5,148

Cash flows from investing activities:
  Property improvements and replacements                            (1,837)      (1,439)
  Net (deposits) receipts from restricted escrows                       (9)         414
  Insurance proceeds received                                           --          119
        Net cash used in investing activities                       (1,846)        (906)

Cash flows from financing activities:
  Payments on mortgage notes payable                                (1,859)      (1,497)
  Repayment of mortgage notes payable                                   --      (23,070)
  Proceeds from mortgage notes payable                                  --       32,585
  Distributions to partners                                         (1,567)     (11,460)
  Advances from affiliate                                               --          240
  Repayment of advances from affiliate                                  --         (240)
  Prepayment penalties paid                                             --          (73)
  Loan costs paid                                                       --         (792)
        Net cash used in financing activities                       (3,426)      (4,307)

Net decrease in cash and cash equivalents                             (171)         (65)
Cash and cash equivalents at beginning of year                       1,975        2,040

Cash and cash equivalents at end of year                         $   1,804     $  1,975

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $   3,753     $  4,129
Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts payable     $      88     $     --

At December  31,  2002,  accounts  payable  included  approximately  $52,000 for
property   improvements  and  replacements,   which  are  included  in  property
improvements and replacements for the year ended December 31, 2003.

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                              ANGELES PARTNERS XII

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2004


Note A - Organization and Significant Accounting Policies

Organization:  Angeles  Partners XII (the  "Partnership"  or  "Registrant") is a
publicly-held limited partnership organized under the California Uniform Limited
Partnership  Act pursuant to the amended  Certificate  and  Agreement of Limited
Partnership  (herein  referred to as the  "Agreement")  dated May 26, 1983.  The
Partnership's  managing  general partner is Angeles Realty  Corporation II ("ARC
II" or the "Managing General Partner"), a California  corporation.  ARC II was a
wholly-owned subsidiary of MAE GP Corporation ("MAE GP"). Effective February 25,
1998, MAE GP was merged into Insignia  Properties  Trust  ("IPT"),  which was an
affiliate of Insignia Financial Group, Inc. ("Insignia"). Effective February 26,
1999, IPT was merged into Apartment  Investment and Management Company ("AIMCO")
a publicly  traded real  estate  investment  trust.  Thus the  Managing  General
Partner is now a  wholly-owned  subsidiary of AIMCO.  The Elliott  Accommodation
Trust and the Elliott Family Partnership, a California limited partnership, were
the  Non-Managing  General  Partners.  Effective  December 31, 1997, the Elliott
Family  Partnership,  Ltd.  acquired the Elliott  Accommodation  Trust's general
partner  interest  in  the  Partnership.   On  June  30,  2000,  Elliott  Family
Partnership sold its remaining interest to AIMCO Properties,  LP, a wholly owned
subsidiary of AIMCO. The Managing  General Partner and the Non-Managing  General
Partner are herein  collectively  referred  to as the  "General  Partners".  The
Partnership  Agreement provides that the Partnership is to terminate on December
31, 2035,  unless  terminated  prior to such date. As of December 31, 2004,  the
Partnership operates six residential  properties in or near major urban areas in
the United States.

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

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

Except as discussed below, the Partnership will allocate distributions 1% to the
General Partners and 99% to the Limited Partners.

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

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

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in
banks.  At certain times,  the amount of cash deposited at a bank may exceed the
limit on insured  deposits.  Cash balances include  approximately  $1,739,000 at
December 31, 2004 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

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

Deferred  Costs:  Loan  costs  of  approximately  $2,098,000,  less  accumulated
amortization of approximately  $476,000,  are included in other assets. The loan
costs are amortized over the terms of the related loan agreements.  Amortization
expense for 2004 was approximately  $188,000 and is included in interest expense
and income (loss) from discontinued operations. Amortization expense is expected
to be approximately  $119,000 in 2005, and approximately $110,000 in 2006, 2007,
2008 and 2009.

Leasing   commissions  and  other  direct  costs  incurred  in  connection  with
successful  leasing  efforts are  deferred and  amortized  over the terms of the
related leases. Amortization of these costs is included in operating expenses.

Restricted  escrows:  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 $36,000 at December 31, 2004.

Investment Properties:  Investment properties consist of six apartment complexes
and are stated at cost,  one of which is classified as held for sale at December
31, 2004 as discussed below.  Acquisition fees are capitalized as a cost of real
estate.  The  Partnership  capitalizes  all  expenditures in excess of $250 that
clearly relate to the acquisition and installation of real and personal property
components.  These  expenditures  include  costs  incurred  to replace  existing
property components, costs incurred to add a material new feature to a property,
and costs that  increase  the useful  life or  service  potential  of a property
component.  These  capitalized costs are depreciated over the useful life of the
asset.  Expenditures for ordinary  repairs,  maintenance and apartment  turnover
costs are  expensed as  incurred.  In  accordance  with  Statement  of Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets",  the Partnership  records  impairment losses on
long-lived assets used in operations when events and circumstances indicate that
the assets might be impaired  and the  undiscounted  cash flows  estimated to be
generated by those assets are less than the carrying amounts of those assets. No
adjustments  for  impairment of value were recorded in the years ended  December
31, 2004 and 2003.

In  accordance  with SFAS No. 144, the  accompanying  consolidated  statement of
operations for the year ended December 31, 2003 has been restated to reflect the
operations  of Chambers  Ridge  Apartments  as income  (loss) from  discontinued
operations.  The  Partnership  has  signed a  contract  to sell  Chambers  Ridge
Apartments for approximately $14,500,000. The assets and liabilities of Chambers
Ridge have been  classified  as held for sale at December 31, 2004.  Included in
the income (loss) from  discontinued  operations  are revenues of  approximately
$2,500,000  and  $2,522,000  for the years  ended  December  31,  2004 and 2003,
respectively.

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

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used for
real property over 19 years for additions  after May 8, 1985, and before January
1, 1987. As a result of the Tax Reform Act of 1986, for additions after December
31, 1986, the modified accelerated cost recovery method is used for depreciation
of (1) real  property  additions  over 27 1/2  years and (2)  personal  property
additions over 5 years.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less. The Partnership will offer rental concessions during  particularly slow
months or in response to heavy  competition from other similar  complexes in the
area.  Rental  income  attributable  to  leases,  net  of  any  concessions,  is
recognized on a straight-line  basis over the term of the lease. The Partnership
evaluates all accounts  receivable  from residents and establishes an allowance,
after the application of security  deposits,  for accounts  greater than 30 days
past due on current tenants and all receivables due from former tenants.

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

Advertising  Costs:  The  Partnership  expenses  the  costs  of  advertising  as
incurred. Advertising costs of approximately $200,000 and $173,000 for the years
ended  December  31, 2004 and 2003,  respectively,  are  included  in  operating
expense and income (loss) from discontinued operations.

Note B - Mortgage Notes Payable

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

                            Principal     Monthly                             Principal
                           Balance At     Payment     Standard                 Balance
                          December 31,   Including    Interest    Maturity      Due At
        Property              2004        Interest      Rate        Date       Maturity
                         (in thousands)                                     (in thousands)

Hunters Glen Apts IV
<S>                         <C>              <C>       <C>        <C>
  1st mortgage              $11,626          86        5.26%      01/2022           --
Hunters Glen Apts V
  1st mortgage               13,284         112        7.14%      01/2022           --
Hunters Glen Apts VI
  1st mortgage               13,826         117        7.14%      01/2022           --
Pickwick Place Apts
  1st mortgage                5,816          54        9.10%      05/2005        5,775
Twin Lake Towers Apts
  1st mortgage               11,461          76        4.54%      07/2013        7,385

                            $56,013        $445                                $13,160
</TABLE>

The mortgage notes payable are fixed rate mortgages  that are  non-recourse  and
are secured by a pledge of the  Partnership's  rental properties and by a pledge
of revenues from the respective rental properties.  Certain of the notes include
prepayment  penalties if repaid prior to maturity.  Further,  the properties may
not be sold subject to existing indebtedness.

The loan  encumbering  Chambers Ridge  Apartments of  approximately  $8,060,000,
which is included in liabilities  held for sale, is an adjustable  rate mortgage
based on the Fannie Mae discounted  mortgage backed security index plus 85 basis
points  (3.07% per annum at December 31,  2004).  The loan is amortized  over 30
years,  matures in September  2007 and has a balloon  payment due at maturity of
approximately $7,488,000.

On May 16, 2003, the Partnership  refinanced the mortgages  encumbering Chambers
Ridge   Apartments.   The  refinancing   replaced  the  existing   mortgages  of
approximately $5,060,000 with a new mortgage in the amount of $8,385,000.  Total
capitalized  loan  costs  were  approximately  $236,000  during  the year  ended
December 31, 2003. The Partnership recognized a loss on the early extinguishment
of debt of approximately $42,000 during the year ended December 31, 2003, due to
the write off of unamortized loan costs, debt discounts and prepayment penalties
paid which is included in income (loss) from discontinued operations.

Initially the May 16, 2003 refinancing of Chambers Ridge Apartments was under an
interim credit facility  ("Interim Credit Facility") which also provided for the
refinancing of several other  properties.  The Interim Credit  Facility  created
separate  loans for each property  refinanced  thereunder,  which loans were not
cross-collateralized  or cross-defaulted with each other. During the term of the
Interim  Credit  Facility,  Chambers  Ridge  Apartments  was  required  to  make
interest-only  payments.  The first  month's  interest  rate for Chambers  Ridge
Apartments was 2.78%.

As of June 1, 2003 the loan on Chambers Ridge  Apartments  was  transferred to a
different lender. The credit facility ("Permanent Credit Facility") with the new
lender matures in September 2007 with an option for the Partnership to elect one
five-year extension.  This Permanent Credit Facility also created separate loans
for   each    property    refinanced    thereunder,    which   loans   are   not
cross-collateralized  or  cross-defaulted  with each other. Each note under this
Permanent  Credit  Facility is initially a variable  rate loan,  and after three
years the  Partnership  has the  option of  converting  the note to a fixed rate
loan.  The interest rate on the variable rate loans is the Fannie Mae discounted
mortgage-backed security index plus 85 basis points (3.07% per annum at December
31, 2004), and the rate resets monthly.  Each loan  automatically  renews at the
end of each month. In addition, monthly principal payments are required based on
a 30-year  amortization  schedule,  using the interest rate in effect during the
first month that the property is financed by the Permanent Credit Facility.  The
loans may be prepaid without penalty.

On June 27, 2003, the Partnership refinanced the mortgages encumbering Twin Lake
Towers   Apartments.   The  refinancing   replaced  the  existing  mortgages  of
approximately $10,192,000 with a new mortgage in the amount of $12,000,000.  The
new mortgage  carries a stated  interest rate of 4.54% per annum compared to the
stated interest rate of 7.83% per annum on the prior mortgages.  Payments on the
mortgage loan are due monthly until July 1, 2013 at which time a balloon payment
of  approximately   $7,385,000  is  due.  Total   capitalized  loan  costs  were
approximately  $305,000 during the year ended December 31, 2003. The Partnership
recognized a loss on the early extinguishment of debt of approximately  $124,000
during the year ended  December  31, 2003,  due to the write off of  unamortized
loan costs, debt discounts and prepayment penalties paid.

On June 30, 2003, the Partnership  refinanced the mortgage  encumbering  Hunters
Glen  IV  Apartments.   The  refinancing   replaced  the  existing  mortgage  of
approximately  $7,818,000 with a new mortgage in the amount of $12,200,000.  The
new mortgage  carries a stated  interest rate of 5.26% per annum compared to the
stated interest rate of 8.43% per annum on the prior  mortgage.  Payments on the
mortgage  loan are due monthly  until  January 1, 2022 at which time the loan is
scheduled to be fully amortized. Total capitalized loan costs were approximately
$251,000 during the year ended December 31, 2003. The  Partnership  recognized a
loss on the early extinguishment of debt of approximately $3,000 during the year
ended December 31, 2003, due to the write off of unamortized loan costs.

Scheduled  principal  payments of mortgage notes payable  subsequent to December
31, 2004, are as follows (in thousands):

                                2005           $ 7,492
                                2006             1,780
                                2007             1,891
                                2008             2,009
                                2009             2,135
                             Thereafter         40,706
                                               $56,013

Note C - Income Taxes

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

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

                                               2004        2003

Net income (loss) as reported                 $ 1,036     $ (528)
Add (deduct):
  Depreciation differences                      1,877      2,464
  Unearned income                                (114)      (128)
  Discounts on mortgage notes payable              --         (2)
  Casualty                                         --        (83)
  Extinguishment of debt                           (1)        72
  Other                                          (516)       675
Federal taxable income                        $ 2,282    $ 2,470
Federal taxable income per limited
  partnership unit                            $ 50.52    $ 54.68


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

Net liabilities                           $(41,573)
Land and buildings                           6,767
Accumulated depreciation                    (3,732)
Syndication and distribution costs           5,604
Other                                          732

Net liabilities - Federal tax basis       $(32,202)

Note D - Transactions with Affiliated Parties

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

Affiliates of the Managing General Partner receive 5% of gross receipts from all
of  the  Partnership's   properties  as  compensation  for  providing   property
management  services.  The  Partnership  incurred  fees  to such  affiliates  of
approximately $903,000 for both years ended December 31, 2004 and 2003, which is
included in operating  expenses and income (loss) from discontinued  operations.
Approximately $8,000 of these fees remain unpaid as of December 31, 2004 and are
included in due to affiliates.

The  Partnership  Agreement  provides  for a fee equal to 7.5% of "net cash from
operations",  as defined in the Partnership Agreement to be paid to the Managing
General Partner for executive and administrative  management services.  One half
of this fee is to be accrued  and not paid  unless  the  limited  partners  have
received  distributions equal to a 5% cumulative annual return on their adjusted
capital investment as defined in the Partnership Agreement. This return criteria
has not been met. The fee was approximately  $105,000 and $198,000 for the years
ended December 31, 2004 and 2003, respectively, which is included in general and
administrative  expenses. The balance payable to the Managing General Partner at
December  31,  2004  was  approximately  $365,000  and  is  included  in  due to
affiliates. Of this amount, approximately $313,000 will remain accrued until the
criteria for payment have been met.

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses amounting to approximately $435,000 and
$436,000 for the years ended December 31, 2004 and 2003, respectively,  which is
included in general and administrative  expenses and investment properties.  The
portion of these reimbursements  included in investment properties for the years
ended  December  31, 2004 and 2003 are fees related to  construction  management
services   provided  by  an  affiliate  of  the  Managing   General  Partner  of
approximately $104,000 and $68,000,  respectively.  The construction  management
service  fees are  calculated  based on a  percentage  of certain  additions  to
investment properties.

In addition to reimbursement for services to affiliates, the Partnership paid an
affiliate of the Managing  General Partner for loan costs related to refinancing
of approximately $84,000 for Chambers Ridge Apartments,  approximately  $120,000
for Twin Lake Towers Apartments and  approximately  $122,000 for Hunters Glen IV
Apartments during the year ended December 31, 2003. These costs were capitalized
and are included in other assets and assets held for sale.

During the year ended December 31, 2003, the Managing  General Partner  advanced
the Partnership approximately $240,000 to cover costs related to the refinancing
of Twin Lake Towers  mortgage.  Interest was charged at prime plus 1%.  Interest
expense on this advance was approximately $1,000 for the year ended December 31,
2003.  This  advance and  interest  incurred  were repaid  during the year ended
December 31, 2003 with the proceeds  from the  refinancing  of Twin Lake Towers.
There were no advances from the Managing  General  Partner during the year ended
December 31, 2004.

Pursuant to the Partnership Agreement,  the Managing General Partner is entitled
to receive a distribution equal to 3% of the aggregate disposition price of sold
properties.  The  Partnership  paid a  distribution  of $186,000 to the Managing
General Partner related to the sale of Cooper Point Plaza in 1999.  During 2001,
the Partnership paid distributions of approximately $85,000 and $375,000 related
to the sales of Briarwood and Gateway Gardens  Apartments,  respectively.  These
distributions  are subordinate to the limited partners  receiving their original
capital  contributions  plus a  cumulative  preferred  return of 6% per annum of
their adjusted capital investment,  as defined in the Partnership Agreement.  If
the limited  partners  have not  received  these  returns  when the  Partnership
terminates,  the  Managing  General  Partner  will return  these  amounts to the
Partnership.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner. During the years ended December 31, 2004 and 2003, the
Partnership was charged by AIMCO and its affiliates  approximately  $256,000 and
$228,000,  respectively,  for insurance coverage and fees associated with policy
claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 33,132 limited  partnership  units
(the "Units") in the Partnership representing 74.09% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 74.09% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into  conflict with the duties of the Managing  General  Partner to AIMCO as its
sole stockholder.

Note E - Investment Properties and Accumulated Depreciation

                                               Initial Cost
                                              To Partnership
                                              (in thousands)

                                                      Buildings        Cost
                                                     and Related   Capitalized
                                                      Personal      Subsequent
       Description         Encumbrances     Land      Property    to Acquisition
                         (in thousands)                           (in thousands)
Investment Properties
Hunters Glen Apts IV         $11,626      $ 1,552      $ 8,324        $ 3,812
Hunters Glen Apts V           13,284        1,820        9,759          4,355
Hunters Glen Apts VI          13,826        1,981       10,620          4,595
Pickwick Place Apts            5,816          603        6,552          5,452
Twin Lake Towers Apts         11,461        1,115       12,806          7,124
  Totals                     $56,013      $ 7,071      $48,061        $25,338

<TABLE>
<CAPTION>

                          Gross Amount At Which Carried
                              At December 31, 2004
                               (in thousands)
                                  Buildings
                                     And
                                   Related
                                   Personal             Accumulated      Date    Depreciable
      Description          Land    Property    Total    Depreciation   Acquired   Life-Years
                                                      (in thousands)
<S>                       <C>      <C>       <C>           <C>         <C>   <C>     <C>
Hunters Glen Apt IV       $1,552   $12,136   $13,688       10,652      01/31/85      5-40
Hunters Glen Apt V         1,820    14,114    15,934       12,374      01/31/85      5-40
Hunters Glen Apt VI        1,981    15,215    17,196       13,376      01/31/85      5-40
Pickwick Place Apts          603    12,004    12,607        9,443      05/11/84      5-40
Twin Lake Towers Apts      1,115    19,930    21,045       17,647      03/30/84      5-40
  Totals                  $7,071   $73,399   $80,470      $63,492
</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,
                                                  2004            2003
                                                     (in thousands)
Investment Properties
Balance at beginning of year                    $92,759          $91,485
  Property improvements                           1,925            1,387
  Assets held for sale                          (14,208)              --
  Dispositions of assets                             (6)            (113)
Balance at end of year                          $80,470          $92,759

Accumulated Depreciation
Balance at beginning of year                    $70,383          $65,136
  Additions charged to expense                    4,462            5,352
  Assets held for sale                          (11,347)           --
  Dispositions of assets                             (6)            (105)
Balance at end of year                          $63,492          $70,383

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2004 and 2003,  is  approximately  $85,377,000  and  $99,638,000,
respectively. The accumulated depreciation for Federal income tax purposes as of
December  31,  2004 and 2003,  is  approximately  $66,118,000  and  $75,986,000,
respectively.

Chambers  Ridge  Apartments  which  is  classified  as  assets  held for sale at
December 31, 2004, is excluded from the December 31, 2004  schedules.  The gross
carrying value, accumulated depreciation and Federal tax basis of Chambers Ridge
Apartments at December 31, 2004 was approximately  $14,208,000,  $11,347,000 and
$3,617,000, respectively.

Note F - Casualties

In November 2002, Twin Lake Towers  Apartments  experienced a gas leak,  causing
damage to eight units.  A casualty  gain of  approximately  $29,000 was recorded
during  the year ended  December  31,  2003,  due to the  receipt  of  insurance
proceeds of approximately  $32,000 net of the write off of undepreciated  assets
of approximately $3,000.

In November 2002, Hunters Glen VI Apartments  experienced a fire which destroyed
the laundry  room.  No units were  affected.  A casualty  gain of  approximately
$29,000 was recorded during the year ended December 31, 2003, due to the receipt
of  insurance  proceeds  of  approximately  $32,000  net  of  the  write  off of
undepreciated assets of approximately $3,000.

In April 2003,  Pickwick Place Apartments  experienced a fire, causing damage to
four units and a common hallway.  A casualty gain of  approximately  $53,000 was
recorded  during  the year  ended  December  31,  2003,  due to the  receipt  of
insurance   proceeds  of   approximately   $55,000  net  of  the  write  off  of
undepreciated assets of approximately $2,000.

Note G - Fourth-Quarter Adjustment

The Partnership's policy is to record management  reimbursements to the Managing
General Partner as allowed under the Partnership Agreement on a quarterly basis,
using estimated financial  information furnished by an affiliate of the Managing
General Partner.  For the first three quarters of 2003, these  reimbursements of
accountable  administrative expenses were based on estimated amounts. During the
fourth  quarter of 2003,  the  Partnership  recorded  adjustments  to management
reimbursements to the Managing General Partner of approximately  $178,000 due to
a difference in the estimated  costs and the actual costs  incurred.  The actual
management  reimbursements  to the Managing  General Partner for the years ended
December  31,  2004  and  2003  were   approximately   $331,000  and   $368,000,
respectively,  as compared to the  estimated  management  reimbursements  to the
Managing  General  Partner for the nine months ended September 30, 2004 and 2003
of  approximately  $246,000  and  $141,000,   respectively.  The  adjustment  to
management reimbursements was included in general and administrative expenses.

During 2003,  the state of Indiana  implemented a  reassessment  of property tax
values  and the  Partnership  appealed  the  reassessed  property  tax  value of
Pickwick Place  Apartments.  In the state of Indiana property tax bills are paid
one year in arrears.  Due to the Partnership's appeal of the reassessed property
value in 2003, the property tax accrual for 2003 and, in certain situations, the
remaining  liability  for the 2002  property tax bills was based on the property
tax value as estimated by a third party property tax specialist.  The appeal was
settled during the year ended December 31, 2004 and the final assessed  property
tax value was lower than the amount estimated by the third party. Therefore, the
property tax expense for 2002 and 2003 was reduced by approximately $105,000 and
the estimate  for taxes which will be due for 2004 was reduced by  approximately
$63,000 during the year ended  December 31, 2004 based on this revised  assessed
property tax value. During the fourth quarter of 2003, the Partnership  recorded
an  adjustment  to reflect the property  tax  estimated  by the  specialist  and
adjusted the accrued property taxes and tax expense by approximately $134,000.

Note H - Contingencies

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second  appeal.  The Court of Appeals  heard oral  argument  on both  appeals on
September 22, 2004 and took the matters under submission.

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

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General  Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call." Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Managing  General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
financial condition or results of operations.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions brought by government  agencies,  the presence of hazardous
substances  on a  property  could  result in claims by  private  plaintiffs  for
personal injury,  disease,  disability or other  infirmities.  Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In  connection  with  the  ownership  and  operation  of  its  properties,   the
Partnership could  potentially be liable for environmental  liabilities or costs
associated with its properties.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold exposure. Affiliates of the Managing General Partner have
implemented a national  policy and  procedures to prevent or eliminate mold from
its properties  and the Managing  General  Partner  believes that these measures
will  eliminate,  or at least  minimize,  the  effects  that mold  could have on
residents.  To date,  the  Partnership  has not incurred  any material  costs or
liabilities  relating to claims of mold  exposure  or to abate mold  conditions.
Because the law  regarding  mold is unsettled and subject to change the Managing
General  Partner  can make no  assurance  that  liabilities  resulting  from the
presence of or exposure to mold will not have a material  adverse  effect on the
Partnership's consolidated financial condition or results of operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of operations. Similarly, the Managing General Partner does
not believe that the ultimate outcome will have a material adverse effect on the
Partnership's consolidated financial condition or results of operations.

Item 8.     Changes in and  Disagreements  with  Accountant on Accounting  and
            Financial Disclosures
None.

Item 8a.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Managing  General  Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer  and  principal  financial  officer of the  Managing  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 8b.    Other Information

None.

                                    PART III

Item 9.     Directors,  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 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
Martha L. Long               45    Director and Senior Vice President
Harry G. Alcock              42    Director and Executive Vice President
Miles Cortez                 61    Executive Vice President, General Counsel
                                     and Secretary
Patti K. Fielding            41    Executive Vice President
Paul J. McAuliffe            48    Executive Vice President and Chief
                                     Financial Officer
Thomas M. Herzog             42    Senior Vice President and Chief Accounting
                                     Officer
Stephen B. Waters            43    Vice President

Martha L. Long has been a Director  and Senior Vice  President of the Managing
General  Partner  since  February  2004.  Ms.  Long has been with AIMCO  since
October  1998 and has served in  various  capacities.  From 1998 to 2001,  Ms.
Long served as Senior Vice  President and Controller of AIMCO and the Managing
General  Partner.  During  2002 and 2003,  Ms.  Long  served  as  Senior  Vice
President of Continuous Improvement for AIMCO.

Harry G. Alcock was appointed as a Director of the Managing  General  Partner in
October 2004 and was appointed  Executive Vice President of the Managing General
Partner  in  February  2004 and has been  Executive  Vice  President  and  Chief
Investment Officer of AIMCO since October 1999. Prior to October 1999 Mr. Alcock
served as a Vice President of AIMCO from July 1996 to October 1997,  when he was
promoted to Senior Vice  President-Acquisitions  where he served  until  October
1999. Mr. Alcock has had responsibility for acquisition and financing activities
of AIMCO since July 1994.

Miles  Cortez was  appointed  Executive  Vice  President,  General  Counsel  and
Secretary  of the  Managing  General  Partner in  February  2004 and of AIMCO in
August 2001. Prior to joining AIMCO, Mr. Cortez was the senior partner of Cortez
Macaulay Bernhardt & Schuetze LLC, a Denver law firm, from December 1997 through
September 2001.

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the Managing  General Partner in February 2004 and of AIMCO in February 2003.
Ms.  Fielding was appointed  Treasurer of AIMCO in January 2005. Ms. Fielding is
responsible  for  debt  financing  and the  treasury  department.  Ms.  Fielding
previously  served as Senior Vice  President - Securities and Debt of AIMCO from
January 2000 to February 2003. Ms.  Fielding  joined AIMCO in February 1997 as a
Vice President.

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

Thomas M.  Herzog was  appointed  Senior  Vice  President  and Chief  Accounting
Officer of the Managing General Partner in February 2004 and of AIMCO in January
2004.  Prior to joining AIMCO in January 2004, Mr. Herzog was at GE Real Estate,
serving  as Chief  Accounting  Officer & Global  Controller  from  April 2002 to
January 2004 and as Chief Technical Advisor from March 2000 to April 2002. Prior
to joining GE Real  Estate,  Mr.  Herzog was at  Deloitte & Touche LLP from 1990
until 2000.

Stephen B. Waters was appointed Vice President of the Managing  General  Partner
in April  2004.  Mr.  Waters  previously  served as a  Director  of Real  Estate
Accounting   since   joining   AIMCO  in   September   1999.   Mr.   Waters  has
responsibilities for real estate and partnership accounting with AIMCO.

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

The board of directors of the Managing  General Partner does not have a separate
audit committee. As such, the board of directors of the Managing General Partner
fulfills  the  functions  of an audit  committee.  The  board of  directors  has
determined  that  Martha L. Long meets the  requirement  of an "audit  committee
financial expert".

The directors and officers of the Managing  General  Partner with authority over
the Partnership are all employees of subsidiaries of AIMCO.  AIMCO has adopted a
code of ethics that applies to such  directors  and  officers  that is posted on
AIMCO's  website  (www.AIMCO.com).   AIMCO's  website  is  not  incorporated  by
reference to this filing.

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, 2004.

Entity                                  Number of Units      Percentages

Cooper River Properties, LLC
  (an affiliate of AIMCO)                     4,607            10.30%
Broad River Properties
  (an affiliate of AIMCO)                     8,002            17.89%
AIMCO Properties, IPLP
  (an affiliate of AIMCO)                     1,824             4.08%
AIMCO Properties, LP
  (an affiliate of AIMCO)                    18,699            41.82%

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

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

The Partnership knows of no contractual arrangements, the operation of the terms
of  which  may at a  subsequent  date  result  in a  change  in  control  of the
Partnership,  except  for:  Article  12.1  of the  Partnership  Agreement  which
provides that upon a vote of the Limited  Partners  holding more than 50% of the
then outstanding  Limited Partnership Units the General Partners may be expelled
from the Partnership  upon 90 days written  notice.  In the event that successor
general  partners have been elected by Limited Partners holding more than 50% of
the then  outstanding  Limited  Partnership  Units and if said Limited  Partners
elect to continue the business of the  Partnership,  the Partnership is required
to pay in cash to the expelled  Managing  General Partner an amount equal to the
accrued and unpaid  management  fee  described in Article 10 of the  Partnership
Agreement and to purchase the General  Partners'  interest in the Partnership on
the  effective  date of the  expulsion,  which  shall be an amount  equal to the
difference  between (i) the balance of the General Partner's capital account and
(ii) the fair market value of the share of  Distributable  Net Proceeds to which
the General  Partners would be entitled.  Such  determination of the fair market
value of the share of Distributable  Net Proceeds is defined in Article 12.2(ii)
of the Partnership Agreement.

Item 12.    Certain Relationships and Related Transactions

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

Affiliates of the Managing General Partner receive 5% of gross receipts from all
of  the  Partnership's   properties  as  compensation  for  providing   property
management  services.  The  Partnership  incurred  fees  to such  affiliates  of
approximately $903,000 for both years ended December 31, 2004 and 2003, which is
included in operating  expenses and income (loss) from discontinued  operations.
Approximately $8,000 of these fees remain unpaid as of December 31, 2004 and are
included in due to affiliates.

The  Partnership  Agreement  provides  for a fee equal to 7.5% of "net cash from
operations",  as defined in the Partnership Agreement to be paid to the Managing
General Partner for executive and administrative  management services.  One half
of this fee is to be accrued  and not paid  unless  the  limited  partners  have
received  distributions equal to a 5% cumulative annual return on their adjusted
capital investment as defined in the Partnership Agreement. This return criteria
has not been met. The fee was approximately  $105,000 and $198,000 for the years
ended December 31, 2004 and 2003, respectively, which is included in general and
administrative  expenses. The balance payable to the Managing General Partner at
December  31,  2004  was  approximately  $365,000  and  is  included  in  due to
affiliates. Of this amount, approximately $313,000 will remain accrued until the
criteria for payment have been met.

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses amounting to approximately $435,000 and
$436,000 for the years ended December 31, 2004 and 2003, respectively,  which is
included in general and administrative  expenses and investment properties.  The
portion of these reimbursements  included in investment properties for the years
ended  December  31, 2004 and 2003 are fees related to  construction  management
services   provided  by  an  affiliate  of  the  Managing   General  Partner  of
approximately $104,000 and $68,000,  respectively.  The construction  management
service  fees are  calculated  based on a  percentage  of certain  additions  to
investment properties.

In addition to reimbursement for services to affiliates, the Partnership paid an
affiliate of the Managing  General Partner for loan costs related to refinancing
of approximately $84,000 for Chambers Ridge Apartments,  approximately  $120,000
for Twin Lake Towers Apartments and  approximately  $122,000 for Hunters Glen IV
Apartments during the year ended December 31, 2003. These costs were capitalized
and are included in other assets and assets held for sale.

During the year ended December 31, 2003, the Managing  General Partner  advanced
the Partnership approximately $240,000 to cover costs related to the refinancing
of Twin Lake Towers  mortgage.  Interest was charged at prime plus 1%.  Interest
expense on this advance was approximately $1,000 for the year ended December 31,
2003.  This  advance and  interest  incurred  were repaid  during the year ended
December 31, 2003 with the proceeds  from the  refinancing  of Twin Lake Towers.
There were no advances from the Managing  General  Partner during the year ended
December 31, 2004.

Pursuant to the Partnership Agreement,  the Managing General Partner is entitled
to receive a distribution equal to 3% of the aggregate disposition price of sold
properties.  The  Partnership  paid a  distribution  of $186,000 to the Managing
General Partner related to the sale of Cooper Point Plaza in 1999.  During 2001,
the Partnership paid distributions of approximately $85,000 and $375,000 related
to the sales of Briarwood and Gateway Gardens  Apartments,  respectively.  These
distributions  are subordinate to the limited partners  receiving their original
capital  contributions  plus a  cumulative  preferred  return of 6% per annum of
their adjusted capital investment,  as defined in the Partnership Agreement.  If
the limited  partners  have not  received  these  returns  when the  Partnership
terminates,  the  Managing  General  Partner  will return  these  amounts to the
Partnership.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner. During the years ended December 31, 2004 and 2003, the
Partnership was charged by AIMCO and its affiliates  approximately  $256,000 and
$228,000,  respectively,  for insurance coverage and fees associated with policy
claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 33,132 limited  partnership  units
(the "Units") in the Partnership representing 74.09% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 74.09% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into  conflict with the duties of the Managing  General  Partner to AIMCO as its
sole stockholder.

                                     PART IV

Item 13.    Exhibits

            See Exhibit Index attached.

Item 14.    Principal Accountant Fees and Services

The Managing  General Partner has reappointed  Ernst & Young, LLP as independent
auditors to audit the financial  statements  of the  Partnership  for 2005.  The
aggregate fees billed for services  rendered by Ernst & Young,  LLP for 2004 and
2003 are described below.

Audit Fees. Fees for audit services  totaled  approximately  $60,000 and $59,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees. Fees for tax services  totaled  approximately  $23,000 and $22,000 for
2004 and 2003, respectively.

                                   SIGNATURES


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


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


                                    By:   Angeles Realty Corporation II
                                          Managing General Partner


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


                                    By:   /s/Stephen B. Waters
                                          Stephen B. Waters
                                          Vice President


                                    Date: March 18, 2005


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


/s/Harry G. Alcock            Director and Executive        Date: March 18, 2005
Harry G. Alcock               Vice President


/s/Martha L. Long             Director and Senior Vice      Date: March 18, 2005
Martha L. Long                President


/s/Stephen B. Waters          Vice President                Date: March 18, 2005
Stephen B. Waters

                              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.

      10.22       Multifamily  Note secured by a Mortgage or Deed of Trust dated
                  December  20,  2001,  between  Hunters  Glen  AP  XII  Limited
                  Partnership and GMAC Commercial Mortgage,  relating to Hunters
                  Glen  Apartments  V & VI.  Filed as  Exhibit  10.16(g)  to the
                  Partnership's  Annual Form 10-KSB for the year ended  December
                  31, 2002 and incorporated herein by reference.

      10.23       Multifamily Note dated May 16, 2003, between AP XII Associates
                  Limited Partnership, a South Carolina limited partnership, and
                  GMAC Commercial Mortgage Corporation, a California corporation
                  related to Chambers  Ridge  Apartments  filed as Exhibit 10.23
                  with the  Registrant's  Form  10-QSB for the six months  ended
                  June 30, 2003 and incorporated herein by reference.

      10.24       Multifamily Note dated June 26, 2003,  between AIMCO Twin Lake
                  Towers L. P., a Delaware limited partnership, and Keycorp Real
                  Estate Capital Markets,  Inc., an Ohio corporation  related to
                  Twin Lake Towers  Apartments filed with the Registrant's  Form
                  10-QSB for the six months ended June 30, 2003 and incorporated
                  herein by reference.

      10.25       Multifamily Note dated June 30, 2003,  between Hunters Glen AP
                  XII Limited Partnership, a South Carolina limited partnership,
                  and GMAC Commercial  Mortgage Bank, a Utah corporation related
                  to Hunters Glen IV Apartments filed with the Registrant's Form
                  10-QSB for the six months ended June 30, 2003 and incorporated
                  herein by reference.

      10.26       Purchase and Sale Contract  between APXII  Associates  Limited
                  Partnership, a South Carolina limited partnership,  as Seller,
                  and  Elon  Group,   Ltd.,  a  Pennsylvania   corporation,   as
                  Purchaser,  effective  February  2,  2005 and  filed  with the
                  Registrant's Form 8-K on February 8, 2005.

      31.1        Certification  of  equivalent  of  Chief  Executive  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      31.2        Certification  of  equivalent  of  Chief  Financial  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      32.1        Certification   Pursuant  to  18  U.S.C.  Section  1350,  as
                  Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.


Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

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

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

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date: March 18, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior  Vice  President  of  Angeles  Realty
                                    Corporation  II,  equivalent  of  the  chief
                                    executive officer of the Partnership

Exhibit 31.2

                                  CERTIFICATION


I, Stephen B. Waters, certify that:


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

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

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

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date: March 18, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice    President   of   Angeles
                                    Realty      Corporation      II,
                                    equivalent    of    the    chief
                                    financial    officer    of   the
                                    Partnership

Exhibit 32.1


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



In connection with the Annual Report on Form 10-KSB of Angeles Partners XII (the
"Partnership"),  for the  year  ended  December  31,  2004  as  filed  with  the
Securities and Exchange Commission on the date hereof (the "Report"),  Martha L.
Long, as the equivalent of the chief executive  officer of the Partnership,  and
Stephen B.  Waters,  as the  equivalent  of the chief  financial  officer of the
Partnership,  each hereby  certifies,  pursuant to 18 U.S.C.  Section  1350,  as
adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the
best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 18, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  March 18, 2005


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