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, 2003

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

                For the transition period from _________to _________

                         Commission file number 0-13309

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

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

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

                    Issuer's telephone number (864) 239-1000

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

                                      None

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

                            Limited Partnership Units
                                (Title of class)

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

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

State issuer's revenues for its most recent fiscal year.  $18,187,000

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, 2003. 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

<PAGE>

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,  2003,  the  Partnership  continues  to own and
operate six apartment complexes. (see "Item 2, Description of Properties").

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

The  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  present
requirements,  the Partnership may incur  unanticipated  expenses to comply with
the ADA and the FHAA.

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

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

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

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, 2003:
<TABLE>
<CAPTION>

                               Date of
Property                      Purchase         Type of Ownership           Use

<S>                            <C>  <C>
Chambers Ridge Apartments      7/26/84   Fee ownership subject to       Apartment
 Harrisburg, Pennsylvania                first 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.

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>
Chambers Ridge Apts        $14,034      $10,783      5-40 yrs     (1)        $ 3,878
Hunters Glen Apts-IV        13,384        9,954      5-40 yrs     (1)          3,709
Hunters Glen Apts-V         15,608       11,552      5-40 yrs     (1)          4,249
Hunters Glen Apts-VI        16,776       12,487      5-40 yrs     (1)          4,000
Pickwick Place Apts         12,295        8,869      5-40 yrs     (1)          3,335
Twin Lake Towers Apts       20,662       16,738      5-40 yrs     (1)          4,481

                           $92,759      $70,383                              $23,652
</TABLE>

(1) Straight line and accelerated

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

Schedule of Property Indebtedness

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

                            Principal                                         Principal
                           Balance At                                          Balance
                          December 31,    Interest    Period    Maturity       Due At
        Property              2003          Rate    Amortized   Date (2)      Maturity
                         (in thousands)                                    (in thousands)

Chambers Ridge Apts
<S>                          <C>            <C>       <C>        <C>           <C>
  1st mortgage               $ 8,266        (1)       30 yrs     09/2007       $ 7,488
Hunters Glen Apts IV
  1st mortgage                12,003       5.26%     18.5 yrs    01/2022            --
Hunters Glen Apts V
  1st mortgage                13,668       7.14%      20 yrs     01/2022            --
Hunters Glen Apts VI
  1st mortgage                14,226       7.14%      20 yrs     01/2022            --
Pickwick Place Apts
  1st mortgage                 5,924       9.10%      28 yrs     03/2005         5,775
Twin Lake Towers Apts
  1st mortgage                11,845       4.54%      10 yrs     07/2013         7,385

                             $65,932                                           $20,648
</TABLE>

(1)   Adjustable  rate  based  on the  Fannie  Mae  discounted  mortgage  backed
      security  index  plus 85 basis  points  (1.90% per annum at  December  31,
      2003).

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

On 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 (1.90% per annum at December
31, 2003), 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 2003 and 2002 for each property
were as follows:
<TABLE>
<CAPTION>

                                         Average Annual             Average Annual
                                          Rental Rates                Occupancy
                                           (per unit)
Property                               2003          2002          2003        2002

<S>                                   <C>           <C>            <C>          <C>
Chambers Ridge Apartments             $ 7,851       $ 7,507        92%          93%
Hunters Glen Apartments - IV           11,128        10,965        94%          94%
Hunters Glen Apartments - V            11,176        10,981        94%          94%
Hunters Glen Apartments - VI           10,801        10,803        94%          95%
Pickwick Place Apartments (1)           7,444         7,686        93%          89%
Twin Lake Towers Apartments             9,299        10,013        92%          91%
</TABLE>

(1)   The  Managing  General  Partner  attributes  the  increase in occupancy at
      Pickwick Place Apartments to increased marketing efforts.

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, 2003, 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 2003 for each property were:

                                    2003             2003
                                    Taxes            Rate
                               (in thousands)

Chambers Ridge Apartments           $ 189            1.84%
Hunters Glen Apartments-IV            376            2.87%
Hunters Glen Apartments-V             433            2.87%
Hunters Glen Apartments-VI            467            2.87%
Pickwick Place Apartments             178            1.84%
Twin Lake Towers Apartments           311            5.36%

During 2003,  the state of Indiana  implemented a  reassessment  of property tax
values. The Partnership is currently appealing the reassessed property tax value
of Pickwick  Place  Apartments.  In the state of Indiana  property tax bills are
paid one year in arrears.  Thus,  the 2002  property  tax bills are received and
paid in 2003. Due to the Partnership's  appeal of the reassessed property value,
the  property  tax accrual for 2003 and, in certain  situations,  the  remaining
liability  for the 2002 property tax bills is based on the property tax value as
estimated  by a third party  property  tax  specialist.  The 2003  property  tax
expense  based on this  estimate and  recorded in the  financial  statements  is
approximately  $178,000.  If the Partnership is  unsuccessful in its appeal,  it
could potentially be liable for up to $151,000 of additional property taxes. The
Partnership  believes  that the recorded  liability is the best  estimate of the
amounts to be paid for Indiana property taxes.

During the fourth  quarter of 2003,  the  Partnership  recorded an adjustment to
reflect the property value  estimated by the specialist and adjusted the accrued
property taxes and tax expense by approximately $134,000.

Capital Improvements

Chambers Ridge Apartments

During the year ended December 31, 2003,  the  Partnership  spent  approximately
$120,000  in  capital  improvements  consisting  primarily  of water  and  sewer
improvements,  floor  covering  and water heater  replacements  and lighting and
structural  improvements.   These  improvements  were  funded  from  replacement
reserves.  The Partnership is currently evaluating the capital improvement needs
of the  property  for the  upcoming  year and  expects  to budget  approximately
$178,000.  Additional capital  improvements may be considered and will depend on
the  physical  condition of the  property as well as the  anticipated  cash flow
generated by the property.

Hunters Glen Apartments IV

During the year ended December 31, 2003,  the  Partnership  spent  approximately
$180,000 in capital improvements  consisting primarily of floor covering and air
conditioning unit replacements,  lighting improvements,  structural improvements
and heating  upgrades.  These  improvements were funded from operating cash flow
and replacement  reserves.  The Partnership is currently  evaluating the capital
improvement  needs of the property  for the upcoming  year and expects to budget
approximately  $145,000.  Additional capital  improvements may be considered and
will depend on the physical condition of the property as well as the anticipated
cash flow generated by the property.

Hunters Glen Apartments V

During the year ended December 31, 2003,  the  Partnership  spent  approximately
$186,000 in capital improvements  consisting primarily of floor covering and air
conditioning unit replacements,  lighting improvements,  pool upgrades,  heating
system upgrades,  and other structural  improvements.  These  improvements  were
funded from  operating cash flow.  The  Partnership is currently  evaluating the
capital  improvement  needs of the property for the upcoming year and expects to
budget approximately $167,000. Additional capital improvements may be considered
and  will  depend  on the  physical  condition  of the  property  as well as the
anticipated cash flow generated by the property.

Hunters Glen Apartments VI

During the year ended December 31, 2003,  the  Partnership  spent  approximately
$256,000  in  capital  improvements   consisting  primarily  of  floor  covering
replacements,  heating and air conditioning upgrades, reconstruction from a fire
in the  laundry  room in November  2002 as  discussed  in "Item 6.  Management's
Discussion and Analysis or Plan of Operation",  pool upgrades,  and lighting and
other structural  improvements.  These  improvements  were funded from operating
cash flow and insurance  proceeds.  The Partnership is currently  evaluating the
capital  improvement  needs of the property for the upcoming year and expects to
budget approximately $180,000. Additional capital improvements may be considered
and  will  depend  on the  physical  condition  of the  property  as well as the
anticipated cash flow generated by the property.

Pickwick Place Apartments

During the year ended December 31, 2003,  the  Partnership  spent  approximately
$357,000 in capital  improvements  consisting  primarily  of floor  covering and
appliance  replacements,  roof  replacement,  major  landscaping,   parking  lot
resurfacing,  and  reconstruction due to a fire at the property in April 2003 as
discussed  in  "Item  6.  Management's   Discussion  and  Analysis  or  Plan  of
Operation". These improvements were funded from operating cash flow, replacement
reserves and insurance  proceeds.  The  Partnership is currently  evaluating the
capital  improvement  needs of the property for the upcoming year and expects to
budget approximately $185,000. Additional capital improvements may be considered
and  will  depend  on the  physical  condition  of the  property  as well as the
anticipated cash flow generated by the property and replacement reserves.

Twin Lake Towers Apartments

During the year ended December 31, 2003,  the  Partnership  spent  approximately
$288,000 in capital  improvements  consisting  primarily  of cabinets  and floor
covering replacements,  plumbing fixture upgrades, and reconstruction due to the
gas leak at the property in November 2002 as discussed in "Item 6.  Management's
Discussion and Analysis or Plan of Operation".  These  improvements  were funded
from operating  cash flow,  insurance  proceeds and  replacement  reserves.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the  upcoming  year and expects to budget  approximately  $219,000.
Additional  capital  improvements  may be  considered  and  will  depend  on the
physical  condition  of the  property  as  well  as the  anticipated  cash  flow
generated by the property.

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 (the "Heller action")
was filed  against  the same  defendants  that are named in the  Nuanes  action,
captioned  Heller v.  Insignia  Financial  Group.  On or about  August 6,  2001,
plaintiffs filed a first amended  complaint.  The 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  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.  On January 28, 2004, Objector filed his
opening brief in his pending appeal.  The Managing  General Partner is currently
scheduled  to file a brief in  support  of the order  approving  settlement  and
entering judgment thereto by April 23, 2004.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks 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,  the  Complaint
alleges 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  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

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.

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, 2003.


<PAGE>


                                     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, 2003,  the  Partnership  had 1,353  Limited  Partners of record and
44,718 Limited Partnership Units (the "Units")  outstanding.  As of December 31,
2003,   affiliates  of  the  Managing   General  Partner  owned  31,213  limited
partnership  units or 69.80% 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, 2003 and 2002 (see Item 6. "Management's Discussion and
Analysis or Plan of Operation" for further details):

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)

       01/01/02 - 12/31/02             $ 3,689 (1)           $ 81.67
       01/01/03 - 12/31/03              11,460 (2)            253.70

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

(2)   Consists of $2,759,000  from  operations  and  $3,082,000,  $1,532,000 and
      $4,087,000 of refinancing  proceeds from Chambers Ridge, Twin Lake Towers,
      and Hunters Glen IV Apartments, respectively.

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings,  and/or  property  sales.  The  Partnership's  cash  available for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Partnership  will generate  sufficient  funds from  operations,  after  required
capital  expenditures,  to permit any  distributions  to its partners in 2004 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 31,213 limited  partnership  units
(the "Units") in the Partnership representing 69.80% of the outstanding Units at
December  31,  2003.  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 69.80% 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's   net  loss  for  the  year  ended  December  31,  2003  was
approximately  $528,000 compared to net income of approximately  $68,000 for the
corresponding  period in 2002.  The  decrease  in net  income for the year ended
December 31, 2003, is primarily due to a decrease in total  revenues,  partially
offset by a slight decrease in total expenses.

The decrease in total  revenues for the year ended  December 31, 2003, is due to
decreases in both rental and other income,  partially  offset by a casualty gain
recognized  in  2003  (as  discussed  below).  Rental  income  decreased  due to
decreases  in  average  rental  rates at  Pickwick  Place and Twin  Lake  Towers
Apartments,  increased concession costs at all of the Partnership's  properties,
and  increased  bad debt  expenses at all but one of the  properties,  partially
offset by an increase in occupancy at Pickwick Place Apartments and increases in
average  rental  rates at Hunters Glen IV,  Hunters  Glen V, and Chambers  Ridge
Apartments. Other income decreased due to decreases in laundry income at Hunters
Glen IV, V and VI Apartments,  and interest income partially offset by increases
in late  charges  and  lease  cancellation  fees  primarily  at  Pickwick  Place
Apartments.  Interest  income  decreased  due to lower cash balances in interest
bearing accounts.

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  decrease in total  expenses  for the year ended  December  31, 2003 was the
result of  decreases in  interest,  property tax and general and  administrative
expenses  partially offset by increases in operating and  depreciation  expenses
and a loss on early  extinguishment  of debt during the year ended  December 31,
2003  related  to the  refinancing  of the debt at  three  of the  Partnership's
properties.  (See  "Liquidity and Capital  Resources" for further  information).
Interest expense  decreased due to the refinancing of three of the Partnership's
properties at lower interest rates during 2003.  Property tax expense  decreased
primarily due to adjustments at Pickwick Place Apartments due to a change in the
way property  taxes are assessed in Indiana.  During 2003,  the state of Indiana
implemented a reassessment of property tax values.  The Partnership is currently
appealing the reassessed property tax value of Pickwick Place Apartments. In the
state of Indiana property tax bills are paid one year in arrears. Thus, the 2002
property  tax  bills are  received  and paid in 2003.  Due to the  Partnership's
appeal of the reassessed  property value, the property tax accrual for 2003 and,
in certain  situations,  the remaining liability for the 2002 property tax bills
is based on the property  tax value as  estimated by a third party  property tax
specialist. The 2003 property tax expense based on this estimate and recorded in
the financial  statements  is  approximately  $178,000.  If the  Partnership  is
unsuccessful in its appeal, it could potentially be liable for up to $151,000 of
additional property taxes. The Partnership  believes that the recorded liability
is the best  estimate  of the  amounts to be paid for  Indiana  property  taxes.
During the fourth  quarter of 2003,  the  Partnership  recorded an adjustment to
reflect the property value  estimated by the specialist and adjusted the accrued
property taxes and tax expense by approximately $134,000.

Operating  expenses  increased   primarily  due  to  increases  in  maintenance,
insurance,   and   property   expenses,   partially   offset  by   decreases  in
administrative  expenses.  Maintenance  expenses increased due to increased snow
removal  expenses at all the  Partnership's  properties,  lead paint  testing at
Hunters Glen IV, V, and VI Apartments and increases in contract  services at all
of the Partnership's properties.  Insurance expense increased due to an increase
in hazard  insurance  premiums at all but one of the  Partnership's  properties.
Property expenses increased primarily due to an increase in salaries and related
benefits at Hunters Glen IV  Apartments,  and increases in utilities and utility
processing fees at Hunters Glen IV and Chambers Ridge Apartments. Administrative
expense decreased due to a decrease in the ad valorem tax at Hunters Glen IV, V,
and VI Apartments.  Depreciation expenses increased due to property improvements
and replacements placed into service during the past twelve months.

General and  administrative  expenses decreased 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  partially offset by an
increase in the cost of services  included in the management  reimbursements  to
the Managing  General Partner as allowed under the Partnership  Agreement.  Also
included in general and  administrative  expenses are costs  associated with the
quarterly and annual  communications  with investors and regulatory agencies and
the annual audit required by the Partnership Agreement.

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.

Liquidity and Capital Resources

At  December  31,  2003,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $1,975,000  compared to approximately  $2,040,000 at December 31,
2002. The decrease in cash and cash equivalents of approximately  $65,000 is due
to   approximately   $4,307,000  of  cash  used  in  financing   activities  and
approximately  $906,000 of cash used in investing activities partially offset by
approximately $5,148,000 of cash provided by operating activities.  Cash used in
financing  activities  consisted of  distributions  to partners,  repayments  of
mortgage notes payable,  loan costs paid,  principal  payments on mortgage notes
payable,  repayment of advances from  affiliates and prepayment  penalties paid,
partially  offset by proceeds from the  refinancing  of the mortgages at Hunters
Glen IV,  Chambers  Ridge and Twin Lake Towers  Apartments  and an advance  from
affiliates. Cash used in investing activities consisted of property improvements
and  replacements,  partially  offset by net receipts  from  restricted  escrows
maintained  by  the  mortgage  lenders  and  insurance  proceeds  received.  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 investment  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 and is studying new federal laws, including the Sarbanes-Oxley Act of
2002. The Sarbanes-Oxley Act of 2002 mandates or suggests additional  compliance
measures with regard to governance,  disclosure, audit and other areas. In light
of these changes,  the  Partnership  expects that it will incur higher  expenses
related to compliance, including increased legal and audit fees.

The  Partnership is currently  evaluating the capital  improvement  needs of the
properties  for the upcoming year. The minimum amount to be budgeted is expected
to be approximately  $1,074,000.  Additional  improvements may be considered and
will depend on the physical  condition of the  properties as well as replacement
reserves and  anticipated  cash flow  generated by the  properties.  The capital
expenditures  will be incurred only if cash is available from operations or from
Partnership  reserves. To the extent that such budgeted capital improvements are
completed,  the 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 and 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 (1.90% per annum at December
31, 2003), 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  $39,897,000  matures in January 2022, at which time
it is scheduled to be fully  amortized.  The mortgage  indebtedness  encumbering
Twin Lake Towers Apartments of approximately  $11,845,000  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
$8,266,000  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  $5,924,000
matures  in March  2005,  at  which  time a  balloon  payment  of  approximately
$5,775,000  will be due. The Managing  General Partner will attempt to refinance
the mortgages on Twin Lake Towers,  Pickwick Place and Chambers Ridge Apartments
and/or sell the  properties  prior to their  maturity  dates.  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, 2003 and 2002 (in thousands except per unit data):
<TABLE>
<CAPTION>

                                        Per Limited                        Per Limited
                        Year Ended      Partnership      Year Ended        Partnership
                    December 31, 2003      Unit       December 31, 2002       Unit

<S>                      <C>              <C>              <C>               <C>
Operations               $ 2,759          $ 61.08          $ 2,568           $ 56.85
Refinancing                 8,701 (1)      192.62            1,121 (2)         24.82
                         $11,460          $253.70          $ 3,689           $ 81.67
</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.

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

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves  and the  timing  of the  debt
maturities, refinancings and/or property sales. The Partnership's cash available
for distribution is reviewed on a monthly basis.  There can be no assurance that
the Partnership will generate  sufficient funds from operations,  after required
capital  improvement  expenditures,  to permit any distributions to its partners
during 2004 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 31,213 limited  partnership  units
(the "Units") in the Partnership representing 69.80% of the outstanding Units at
December  31,  2003.  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 69.80% 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.
Rental income  attributable to leases is recognized monthly as it is earned. 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.
The Partnership will offer rental concessions during particularly slow months or
in response to heavy  competition from other similar  complexes in the area. Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.


<PAGE>


Item 7.     Financial Statements

ANGELES PARTNERS XII

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young, LLP Independent Auditors

      Consolidated Balance Sheet - December 31, 2003

     Consolidated  Statements of Operations - Years ended  December 31, 2003 and
     2002

     Consolidated  Statement  of  Changes  in  Partners'  Deficit - Years  ended
     December 31, 2003 and 2002

     Consolidated  Statements of Cash Flows - Years ended  December 31, 2003 and
     2002

      Notes to Consolidated Financial Statements


<PAGE>


                 Report of Ernst & Young LLP, Independent Auditors



The Partners
Angeles Partners XII


We have audited the accompanying  consolidated balance sheet of Angeles Partners
XII as of  December  31,  2003,  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, 2003. These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Angeles Partners
XII at December 31, 2003, and the consolidated results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2003,  in
conformity with accounting principles generally accepted in the United States.

                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
March 16, 2004


<PAGE>


                              ANGELES PARTNERS XII

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2003
<TABLE>
<CAPTION>

Assets
<S>                                                                           <C>
  Cash and cash equivalents                                                   $ 1,975
  Receivables and deposits                                                         985
  Restricted escrows                                                                27
  Other assets                                                                   2,285
  Investment properties (Notes B and E):
    Land                                                        $ 7,598
    Buildings and related personal property                       85,161
                                                                  92,759
    Less accumulated depreciation                                (70,383)       22,376

                                                                              $ 27,648
Liabilities and Partners' Deficit
Liabilities
  Accounts payable                                                             $ 208
  Tenant security deposit liabilities                                              708
  Accrued property taxes                                                           595
  Other liabilities                                                                708
  Due to affiliates (Note D)                                                       539
  Mortgage notes payable (Note B)                                               65,932

Partners' Deficit
  General partners                                               $ (131)
  Limited partners (44,718 units issued and outstanding)         (40,911)      (41,042)

                                                                              $ 27,648

           See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                              ANGELES PARTNERS XII

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per unit data)
<TABLE>
<CAPTION>

                                                                 Years Ended
                                                                 December 31,
                                                              2003           2002
Revenues:
<S>                                                         <C>             <C>
  Rental income                                             $16,292         $16,958
  Other income                                                1,784           1,834
  Casualty gains (Note F)                                       111              --
      Total revenues                                         18,187          18,792

Expenses:
  Operating                                                   6,298           5,879
  General and administrative                                    764             847
  Depreciation                                                5,352           5,318
  Interest                                                    4,235           4,679
  Property taxes (Note G)                                     1,897           2,001
  Loss on early extinguishment of debt (Note B)                 169              --
      Total expenses                                         18,715          18,724

Net (loss) income (Note C)                                   $ (528)         $ 68

Net (loss) income allocated to general partners (1%)          $ (5)           $ 1
Net (loss) income allocated to limited partners (99%)          (523)             67

                                                             $ (528)         $ 68

Net (loss) income per limited partnership unit              $(11.70)        $ 1.50

Distributions per limited partnership unit                  $253.70         $ 81.67

           See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>


                              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' capital (deficiency)
  at December 31, 2001                 44,718         $ 25        $(25,458)     $(25,433)

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

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

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

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)


           See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                              ANGELES PARTNERS XII

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                       Years Ended
                                                                      December 31,
                                                                    2003         2002
Cash flows from operating activities:
<S>                                                                <C>           <C>
  Net (loss) income                                                $ (528)       $ 68
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
     Depreciation                                                    5,352        5,318
     Amortization of discounts and loan costs                          199          203
     Loss on early extinguishment of debt                              169           --
     Casualty gain                                                    (111)          --
     Bad debt                                                          519          360
     Change in accounts:
      Receivables and deposits                                        (374)         125
      Other assets                                                      (1)         (58)
      Accounts payable                                                 (76)          13
      Tenant security deposit liabilities                               (2)         (48)
      Accrued property taxes                                            47           58
      Due to affiliates                                                214           --
      Other liabilities                                               (260)         874
        Net cash provided by operating activities                    5,148        6,913

Cash flows from investing activities:
  Property improvements and replacements                            (1,439)      (1,505)
  Net receipts from restricted escrows                                 414          105
  Insurance proceeds received                                          119           --
        Net cash used in investing activities                         (906)      (1,400)

Cash flows from financing activities:
  Payments on mortgage notes payable                                (1,497)      (1,183)
  Repayment of mortgage notes payable                              (23,070)          --
  Proceeds from mortgage notes payable                              32,585           --
  Distributions to partners                                        (11,460)      (3,689)
  Advances from affiliate                                              240           --
  Repayment of advances from affiliate                                (240)          --
  Prepayment penalties paid                                            (73)          --
  Loan costs paid                                                     (792)          --
        Net cash used in financing activities                       (4,307)      (4,872)

Net (decrease) increase in cash and cash equivalents                   (65)         641
Cash and cash equivalents at beginning of the year                   2,040        1,399

Cash and cash equivalents at end of the year                       $ 1,975      $ 2,040

Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 4,129      $ 4,476

Supplemental disclosure of non-cash flow information:
  Property improvements and replacements included in
   accounts payable                                                 $ --         $ 52

           See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                              ANGELES PARTNERS XII

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2003


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, 2003,  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  $1,922,000 at
December 31, 2003 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

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

Loan Costs: Loan costs of approximately  $2,334,000 are included in other assets
and are being amortized on a straight-line  method over the lives of the related
loans.  Amortization expense for 2003 was approximately $175,000 and is included
in interest  expense.  Accumulated  amortization  is  approximately  $374,000 at
December 31, 2003, and is also included in other assets. Amortization expense is
expected to be  approximately  $188,000 in 2004,  $174,000 in 2005,  $164,000 in
2006, $151,000 in 2007 and $96,000 in 2008.

Restricted escrows: Replacement Reserve - In conjunction with the refinancing of
the  mortgage  encumbering  Pickwick  Place  Apartments  on April  17,  1995,  a
replacement  reserve was  established  to fund  certain  nonrecurring  costs for
interior and exterior capital improvements at the property.  The balance in this
escrow account is approximately $27,000 at December 31, 2003.

Capital  Reserves - At the time of the refinancing of the mortgages  encumbering
Hunter's Glen Apartments V and Hunter's Glen Apartments VI on December 20, 2001,
a replacement  reserve in the amount of $116,000 was established to fund certain
capital improvements at the properties.  At December 31, 2003 all funds had been
released to the Partnership as the required improvements were completed.

General Reserve - In addition to the Capital Improvement and Replacement Reserve
Escrows,  a General Escrow Account of approximately  $711,000 was established at
the  time of the  refinancing  of the  mortgages  encumbering  Hunters  Glen IV,
Chambers Ridge, and Twin Lake Towers Apartments. These funds were established to
make necessary repairs and replacements of existing improvements,  debt service,
out-of-pocket expenses incurred for ordinary and necessary administrative tasks,
and payment of real property taxes and insurance  premiums.  The Partnership was
required to deposit net operating  income (as defined in the mortgage note) from
the  refinanced  properties  to the General  Escrow  Accounts  until the reserve
account  equaled a minimum  of $200 or a maximum of $400 per  apartment  unit or
$265,000 to $529,000.  Due to the refinancing of these three  properties  during
2003,  the funds held in this reserve  account were released to the  Partnership
and this reserve is no longer required.

Investment Properties:  Investment properties consist of six apartment complexes
which are stated at cost.  Acquisition  fees are  capitalized  as a cost of real
estate. Expenditures in excess of $250 that maintain an existing asset which has
a useful  life of more  than one year are  capitalized  as  capital  replacement
expenditures  and  depreciated  over the  estimated  useful  life of the  asset.
Expenditures for ordinary repairs,  maintenance and apartment turnover costs are
expensed as incurred.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived   Assets",   the
Partnership  records  impairment  losses on long-lived assets used in operations
when events and circumstances indicate that the assets might be impaired and the
undiscounted  cash flows estimated to be generated by those assets are less than
the carrying amounts of those assets.  For the years ended December 31, 2003 and
2002, no adjustments for impairment of value were recorded.

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

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

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less.  Rental income  attributable  to leases is recognized  monthly as it is
earned.  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.  The Partnership will offer rental  concessions  during
particularly  slow months or in response to heavy competition from other similar
complexes in the area. Any  concessions  given at the inception of the lease are
amortized over the life of the lease.

Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair Value
of  Financial  Instruments",  as amended  by SFAS No.  119,  "Disclosures  about
Derivative  Financial  Instruments  and Fair  Value of  Financial  Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the  carrying  amount of its  financial  instruments  (except for long term
debt)  approximates  their fair value due to the short  term  maturity  of these
instruments.  The  fair  value  of  the  Partnership's  long  term  debt  at the
Partnership's incremental borrowing rate is approximately $68,371,000.

Advertising  Costs:  The  Partnership  expenses  the  costs  of  advertising  as
incurred. Advertising costs of approximately $173,000 and $168,000 for the years
ended  December  31, 2003 and 2002,  respectively,  are  included  in  operating
expense.

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              2003        Interest     Rate       Date        Maturity
                         (in thousands)                                    (in thousands)

Chambers Ridge Apts
<S>                          <C>            <C>        <C>      <C>           <C>
  1st mortgage               $ 8,266        $ 31       (1)      09/2007       $ 7,488
Hunters Glen Apts IV
  1st mortgage                12,003          86      5.26%     01/2022            --
Hunters Glen Apts V
  1st mortgage                13,668         112      7.14%     01/2022            --
Hunters Glen Apts VI
  1st mortgage                14,226         117      7.14%     01/2022            --
Pickwick Place Apts
  1st mortgage                 5,924          54      9.10%     03/2005         5,775
Twin Lake Towers Apts
  1st mortgage                11,845          76      4.54%     07/2013         7,385

                             $65,932        $476                              $20,648
</TABLE>

(1)   Adjustable  rate  based  on the  Fannie  Mae  discounted  mortgage  backed
      security  index  plus 85 basis  points  (1.90% per annum at  December  31,
      2003).

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 (1.90% per annum at December
31, 2003), 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  mortgage  notes  payable are  nonrecourse  and are secured by pledge of the
Partnership's   investment  properties  and  by  pledge  of  revenues  from  the
respective  investment  properties.  Certain  of  the  notes  impose  prepayment
penalties if repaid prior to maturity.  Further,  the properties may not be sold
subject to existing indebtedness.

Scheduled  principal  payments of mortgage notes payable  subsequent to December
31, 2003, are as follows (in thousands):

                                2004           $ 1,843
                                2005             7,703
                                2006             1,995
                                2007             9,542
                                2008             2,009
                             Thereafter         42,840
                                               $65,932

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 (loss)  income and Federal
taxable income (in thousands, except per unit data):

                                               2003        2002

Net (loss) income as reported                 $ (528)      $ 68
Add (deduct):
  Depreciation differences                     2,464       1,161
  Unearned income                               (128)        268
  Discounts on mortgage notes payable             (2)          3
  Casualty                                       (83)         --
  Extinguishment of debt                          72          --
  Other                                          675        (251)
Federal taxable income                        $2,470      $1,249
Federal taxable income per limited
  partnership unit                            $54.68      $27.65

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

Net liabilities                              $(41,042)
Land and buildings                              6,879
Accumulated depreciation                       (5,603)
Syndication and distribution costs              6,093
Other                                             757

Net liabilities - Federal tax basis          $(32,916)

Note D - Transactions with Affiliated Parties

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

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from all of the Partnership's  properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately  $903,000 and  $930,000 for the years ended  December 31, 2003 and
2002, respectively, which is included in operating expenses.

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  $198,000 and $325,000 for the years
ended December 31, 2003 and 2002, respectively, which is included in general and
administrative  expenses. The balance payable to the Managing General Partner at
December  31,  2003  was  approximately  $361,000  and  is  included  in  due to
affiliates. Of this amount, approximately $262,000 will remain accrued until the
criteria for payment have been met.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $436,000 and
$394,000 for the years ended December 31, 2003 and 2002, respectively,  which is
included in general and administrative  expenses and investment properties.  For
the year ended  December 31, 2003 and 2002,  the first three quarters were based
on  estimated  amounts  and  in  the  fourth  quarter,   the  reimbursements  of
accountable  administrative  expenses were  adjusted  based on actual costs (see
"Note G"). Included in these amounts are fees related to construction management
services   provided  by  an  affiliate  of  the  Managing   General  Partner  of
approximately  $68,000 and $86,000  for the years  ended  December  31, 2003 and
2002,  respectively.  The  construction  management  service fees are calculated
based  on  a  percentage  of  certain   additions  to   investment   properties.
Approximately $178,000 of the fees remain unpaid as of December 31, 2003 and are
included in due to affiliates.

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, 2002.

Pursuant to the Partnership Agreement,  the Managing General Partner is entitled
to receive a distribution equal to 3% of the aggregate disposition price of sold
properties.  The  Partnership  paid a  distribution  of $186,000 to the Managing
General Partner related to the sale of Cooper Point Plaza in 1999.  During 2001,
the Partnership paid 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.

In addition, pursuant to the Partnership Agreement, the Managing General Partner
is entitled to a fee equal to 1% of the gross  proceeds of a  refinancing  of an
investment  property.  During the year ended December 31, 2003, the  Partnership
paid approximately  $326,000 in such fees related to the refinancings of Hunters
Glen  IV,  Twin  Lake  Towers  and  Chambers  Ridge  Apartments.  Such  fees are
capitalized as loan costs,  are included in other assets and are being amortized
over the life of the related loans.

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, 2003 and 2002, the
Partnership was charged by AIMCO and its affiliates  approximately  $228,000 and
$275,000,  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 31,213 limited  partnership  units
(the "Units") in the Partnership representing 69.80% of the outstanding Units at
December  31,  2003.  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 69.80% 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
Chambers Ridge Apts          $ 8,266       $ 527       $ 7,823        $ 5,684
Hunters Glen Apts IV          12,003        1,552        8,324          3,508
Hunters Glen Apts V           13,668        1,820        9,759          4,029
Hunters Glen Apts VI          14,226        1,981       10,620          4,175
Pickwick Place Apts            5,924          603        6,552          5,140
Twin Lake Towers Apts         11,845        1,115       12,806          6,741
  Totals                     $65,932      $ 7,598      $55,884        $29,277

<TABLE>
<CAPTION>

                          Gross Amount At Which Carried
                              At December 31, 2003
                                 (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>
Chambers Ridge Apts       $ 527    $13,507    $14,034     $10,783      07/26/84      5-40
Hunters Glen Apt IV        1,552    11,832     13,384       9,954      01/31/85      5-40
Hunters Glen Apt V         1,820    13,788     15,608      11,552      01/31/85      5-40
Hunters Glen Apt VI        1,981    14,795     16,776      12,487      01/31/85      5-40
Pickwick Place Apts          603    11,692     12,295       8,869      05/11/84      5-40
Twin Lake Towers Apts      1,115    19,547     20,662      16,738      03/30/84      5-40
  Totals                  $7,598   $85,161    $92,759     $70,383
</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,
                                                  2003            2002
                                                     (in thousands)
Investment Properties
Balance at beginning of year                    $91,485          $90,085
  Property improvements                           1,387            1,400
  Dispositions of assets                           (113)              --
Balance at end of year                          $92,759          $91,485

Accumulated Depreciation
Balance at beginning of year                    $65,136          $59,818
  Additions charged to expense                    5,352            5,318
  Dispositions of assets                           (105)              --
Balance at end of year                          $70,383          $65,136

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2003 and 2002,  is  approximately  $99,638,000  and  $98,313,000,
respectively. The accumulated depreciation for Federal income tax purposes as of
December  31,  2003 and 2002,  is  approximately  $75,986,000  and  $73,098,000,
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  and  2002,  these
reimbursements  of accountable  administrative  expenses were based on estimated
amounts.  During the fourth quarter of 2003 and 2002, the  Partnership  recorded
adjustments  to management  reimbursements  to the Managing  General  Partner of
approximately $178,000 and ($217,000)  respectively,  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,
2003 and 2002 were  approximately  $368,000  and  $307,000,  as  compared to the
estimated management reimbursements to the Managing General Partner for the nine
months ended September 30, 2003 of approximately $141,000 and $385,000.

During 2003,  the state of Indiana  implemented a  reassessment  of property tax
values. The Partnership is currently appealing the reassessed property tax value
of Pickwick  Place  Apartments.  In the state of Indiana  property tax bills are
paid one year in arrears.  Thus,  the 2002  property  tax bills are received and
paid in 2003. Due to the Partnership's  appeal of the reassessed property value,
the  property  tax accrual for 2003 and, in certain  situations,  the  remaining
liability  for the 2002 property tax bills is based on the property tax value as
estimated  by a third party  property  tax  specialist.  The 2003  property  tax
expense  based on this  estimate and  recorded in the  financial  statements  is
approximately  $178,000.  If the Partnership is  unsuccessful in its appeal,  it
could potentially be liable for up to $151,000 of additional property taxes. The
Partnership  believes  that the recorded  liability is the best  estimate of the
amounts to be paid for Indiana property taxes.

During the fourth  quarter of 2003,  the  Partnership  recorded an adjustment to
reflect the property value  estimated by the specialist and adjusted the accrued
property taxes and tax expense by approximately $134,000.

Note H - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
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 (the "Heller action")
was filed  against  the same  defendants  that are named in the  Nuanes  action,
captioned  Heller v.  Insignia  Financial  Group.  On or about  August 6,  2001,
plaintiffs filed a first amended  complaint.  The 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  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.  On January 28, 2004, Objector filed his
opening brief in his pending appeal.  The Managing  General Partner is currently
scheduled  to file a brief in  support  of the order  approving  settlement  and
entering judgment thereto by April 23, 2004.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks 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,  the  Complaint
alleges 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  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

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.
Note H - Legal Proceedings (continued)

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.

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 2003 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.



<PAGE>



                                    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

Peter K. Kompaniez           59    Director
Martha L. Long               44    Director and Senior Vice President
Harry G. Alcock              41    Executive Vice President
Miles Cortez                 60    Executive Vice President, General Counsel
                                     and Secretary
Patti K. Fielding            40    Executive Vice President
Paul J. McAuliffe            47    Executive Vice President and Chief
                                     Financial Officer
Thomas M. Herzog             41    Senior Vice President and Chief Accounting
                                     Officer

Peter K.  Kompaniez  has been  Director of the Managing  General  Partner  since
February 2004. Mr. Kompaniez has been Vice Chairman of the Board of Directors of
AIMCO since July 1994 and was appointed  President in July 1997.  Mr.  Kompaniez
has also  served as Chief  Operating  Officer of NHP  Incorporated  after it was
acquired by AIMCO in  December  1997.  Effective  April 1, 2004,  Mr.  Kompaniez
resigned as  President  of AIMCO.  Mr.  Kompaniez  will  continue in his role as
Director of the Managing  General Partner and Vice Chairman of AIMCO's Board and
will serve AIMCO on a variety of special and  ongoing  projects in an  operating
role.

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  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 previously served as Senior Vice President - Securities and Debt of
AIMCO from  January  2000 to February  2003.  Ms.  Fielding is  responsible  for
securities and debt financing and the treasury  department.  Ms. Fielding joined
AIMCO in February 1997 and served as Vice  President - Tenders,  Securities  and
Debt until January 2000.

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, including a two-year assignment in the real estate national office.

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, 2003.

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)                    16,780            37.53%

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 is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from all of the Partnership's  properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately  $903,000 and  $930,000 for the years ended  December 31, 2003 and
2002, respectively, which is included in operating expenses.

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  $198,000 and $325,000 for the years
ended December 31, 2003 and 2002, respectively, which is included in general and
administrative  expenses. The balance payable to the Managing General Partner at
December  31,  2003  was  approximately  $361,000  and  is  included  in  due to
affiliates. Of this amount, approximately $262,000 will remain accrued until the
criteria for payment have been met.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $436,000 and
$394,000 for the years ended December 31, 2003 and 2002, respectively,  which is
included in general and administrative  expenses and investment properties.  For
the years ended  December 31, 2003 and 2002, the first three quarters were based
on  estimated  amounts  and  in  the  fourth  quarter,   the  reimbursements  of
accountable  administrative  expenses were  adjusted  based on actual costs (see
"Note G"). Included in these amounts are fees related to construction management
services   provided  by  an  affiliate  of  the  Managing   General  Partner  of
approximately  $68,000 and $86,000  for the years  ended  December  31, 2003 and
2002,  respectively.  The  construction  management  service fees are calculated
based  on  a  percentage  of  certain   additions  to   investment   properties.
Approximately $178,000 of the fees remain unpaid as of December 31, 2003 and are
included in due to affiliates.

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, 2002.

Pursuant to the Partnership Agreement,  the Managing General Partner is entitled
to receive a distribution equal to 3% of the aggregate disposition price of sold
properties.  The  Partnership  paid a  distribution  of $186,000 to the Managing
General Partner related to the sale of Cooper Point Plaza in 1999.  During 2001,
the Partnership paid 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.

In addition, pursuant to the Partnership Agreement, the Managing General Partner
is entitled to a fee equal to 1% of the gross  proceeds of a  refinancing  of an
investment  property.  During the year ended December 31, 2003, the  Partnership
paid approximately  $326,000 in such fees related to the refinancings of Hunters
Glen  IV,  Twin  Lake  Towers  and  Chambers  Ridge  Apartments.  Such  fees are
capitalized as loan costs,  are included in other assets and are being amortized
over the life of the related loans.

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, 2003 and 2002, the
Partnership was charged by AIMCO and its affiliates  approximately  $228,000 and
$275,000,  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 31,213 limited  partnership  units
(the "Units") in the Partnership representing 69.80% of the outstanding Units at
December  31,  2003.  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 69.80% 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 and Reports on Form 8-K

      (a)   Exhibits:

            See Exhibit Index attached.

      (b) Reports on Form 8-K filed during the fourth quarter of 2003:

            None.

Item 14.    Principal Accounting Fees and Services

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2004.

Audit Fees. The Partnership  paid to Ernst & Young LLP audit fees of $59,000 and
$66,000 for 2003 and 2002, respectively.

Tax Fees.  The  Partnership  paid to Ernst & Young LLP fees for tax services for
2003 and 2002 of approximately $22,000 and $31,000, respectively.




<PAGE>


                                   SIGNATURES



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


                                    ANGELES PARTNERS 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/Thomas M. Herzog
                                          Thomas M. Herzog
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: March 29, 2004


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/Peter K. Kompaniez         Director                      Date: March 29, 2004
Peter K. Kompaniez


/s/Martha L. Long             Director and Senior Vice      Date: March 29, 2004
Martha L. Long                President


/s/Thomas M. Herzog           Senior Vice President and     Date: March 29, 2004
Thomas M. Herzog              Chief Accounting Officer


<PAGE>


                              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.

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

     10.22Multifamily  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.

     10.23Multifamily  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.

     10.24Multifamily  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.

     10.25Multifamily  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.

     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.



<PAGE>



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 registrant as of, and for, the periods presented in this report;

4.    The  registrant'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 registrant
      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
            registrant,  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 registrant'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  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant'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  registrant'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  registrant's
            internal control over financial reporting.

Date: March 29, 2004

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Thomas M. Herzog, 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 registrant as of, and for, the periods presented in this report;

4.    The  registrant'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 registrant
      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
            registrant,  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 registrant'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  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant'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  registrant'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  registrant's
            internal control over financial reporting.

Date: March 29, 2004

                                    /s/Thomas M. Herzog
                                    Thomas M. Herzog
                                    Senior Vice  President and Chief  Accounting
                                    Officer of Angeles  Realty  Corporation  II,
                                    equivalent of the chief financial officer of
                                    the Partnership



<PAGE>


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,  2003  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
Thomas M.  Herzog,  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 29, 2004


                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  March 29, 2004


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.