FORM 10-KSB/A--ANNUAL OR TRANSITIONAL REPORT UNDER SECTION 13 OR
           15(d) of the Securities and Exchange Act of 1934
                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                    For the fiscal year ended December 31, 2001

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

                For the transition period from _________to _________

                         Commission file number 0-13309

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

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

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

                    Issuer's telephone number (864) 239-1000

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

                                      None

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

                            Limited Partnership Units
                                (Title of class)

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

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

State issuer's revenues for its most recent fiscal year.  $33,134,000

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, 2001. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

                                     PART I

This document  amends the Form 10-KSB for the year ending  December 31, 2001, to
include the exhibit  10.16(g) that is mentioned in Item 13. Exhibits and Reports
on Form 8-K.


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").  Thus the
Managing General Partner is now a wholly-owned  subsidiary of AIMCO. The Elliott
Accommodation  Trust and the Elliott Family  Partnership,  a California  limited
partnership,  were the Non-Managing  General  Partners.  Effective  December 31,
1997, the Elliott Family  Partnership,  Ltd. acquired the Elliott  Accommodation
Trust's general partner  interest in the Registrant.  On June 30, 2000,  Elliott
Family  Partnership sold its remaining interest to AIMCO Properties LP, a wholly
owned  subsidiary of AIMCO.  The Managing  General Partner and the  Non-Managing
General Partner are herein  referred to collectively as the "General  Partners".
The  Partnership  Agreement  provides  that the  Partnership  is to terminate on
December 31, 2035, unless terminated prior to such date.

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

The  Registrant  is engaged in the business of operating and holding real estate
properties for investment.  In 1984 and 1985 during its acquisition  phase,  the
Registrant   acquired  ten  existing  apartment   properties  and  one  existing
commercial  property.  In  1990,  the  Registrant  lost  one  of  its  apartment
properties to foreclosure.  During 1991, the Registrant acquired a 44.5% general
partnership  interest in a joint  venture,  Princeton  Meadows Golf Course Joint
Venture  ("Joint  Venture"),  partnering  with two affiliated  partnerships.  On
January  4,  1999,  the  Partnership  sold its only  commercial  property  to an
unaffiliated  third party. On February 26, 1999, the Joint Venture sold its only
investment  property,  Princeton Meadows Golf Course,  to an unaffiliated  third
party.  In  addition,   the  Partnership  sold  Southpointe   Apartments  to  an
unaffiliated  third party on August 6, 1999. In May 2001, the  Partnership  sold
two of its apartment  properties to an unaffiliated  third party. As of December
31, 2001, the Partnership  continues to own and operate six apartment complexes.
(see "Item 2, Description of Properties").

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

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

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

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

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

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

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

Item 2.  Description of Property:

The following table sets forth the Registrant's  investments in properties as of
December 31, 2001:

<TABLE>
<CAPTION>

                               Date of
Property                      Purchase         Type of Ownership             Use

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

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

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

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

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

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

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

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

(3)   Property is held by a Limited Partnership in which the Registrant owns
      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                        Federal
Property                    Value     Depreciation    Rate    Method    Tax Basis
                               (in thousands)                         (in thousands)

<S>                         <C>         <C>         <C>         <C>      <C>
Chambers Ridge Apts         $13,755     $ 9,023     5-40 yrs    (1)      $ 4,767
Hunter Glen Apts-IV          12,989       8,579     5-40 yrs    (1)        4,336
Hunter Glen Apts-V           15,098       9,953     5-40 yrs    (1)        4,903
Hunter Glen Apts-VI          16,285      10,773     5-40 yrs    (1)        4,672
Pickwick Place Apts          11,809       7,512     5-40 yrs    (1)        3,693
Twin Lake Towers Apts        20,149      13,978     5-40 yrs    (1)        5,537
                                                                         $27,908
                            $90,085     $59,818
</TABLE>

(1)   Straight line and accelerated

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

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

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

Schedule of Property Indebtedness

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

<TABLE>
<CAPTION>

                           Principal                                       Principal
                          Balance At                                        Balance
                         December 31,  Interest    Period     Maturity      Due At
        Property             2001        Rate     Amortized   Date (2)     Maturity
                        (in thousands)                                  (in thousands)

Chambers Ridge Apts
<S>                         <C>          <C>      <C>          <C>        <C>
  1st mortgage              $ 5,036      7.83%    28.67 yrs    10/2003    $ 4,849
  2nd mortgage                  174      7.83%       (1)       10/2003        174
Hunters Glen Apts IV
  1st mortgage                7,987      8.43%    28.67 yrs    10/2003      7,787
Hunters Glen Apts V
  1st mortgage               14,332      7.14%     20 yrs      01/2022         --
Hunters Glen Apts VI
  1st mortgage               14,918      7.14%     20 yrs      01/2022         --
Pickwick Place Apts
  1st mortgage                6,138      9.10%     28 yrs      05/2005      5,775
Twin Lake Towers Apts
  1st mortgage               10,160      7.83%    28.67 yrs    10/2003      9,782
  2nd mortgage                  352      7.83%       (1)       10/2003        352
                             59,097
Less unamortized
  discounts                    (140)

                            $58,957                                       $28,719
</TABLE>

   (1)      Interest only payments.

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

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

    On December 20, 2001, the Partnership  refinanced the mortgages  encumbering
    Hunters  Glen  Apartments  VI.  The  refinancing  replaced  first and second
    mortgage indebtedness of approximately $8,858,000 with a new mortgage in the
    amount of  $14,918,000.  The new mortgage  carries a stated interest rate of
    7.14%.  The interest  rate on the old  mortgages  was 7.83%.  Principal  and
    interest  payments on the mortgage  loan are due monthly  until the mortgage
    matures in January 2022 at which time it is scheduled to be fully amortized.
    Total capitalized loan costs were  approximately  $683,000.  The Partnership
    recognized  an  extraordinary  loss on the early  extinguishment  of debt of
    approximately  $508,000 as a result of prepayment penalties of approximately
    $384,000 and unamortized loan costs and debt discount being written off.

Rental Rates and Occupancy:

Average  annual  rental rate and  occupancy  for 2001 and 2000 for each property
were as follows:

<TABLE>
<CAPTION>

                                           Average Annual           Average Annual
                                            Rental Rates               Occupancy
                                             (per unit)
 Property                               2001          2000        2001        2000

<S>                                    <C>         <C>             <C>         <C>
 Chambers Ridge Apartments             $ 7,530     $ 7,188         95%         96%
 Hunters Glen Apartments - IV (1)       11,239      10,140         94%         97%
 Hunters Glen Apartments - V            11,308      10,211         94%         95%
 Hunters Glen Apartments - VI (1)       11,176      10,030         94%         97%
 Pickwick Place Apartments               7,908       7,492         90%         91%
 Twin Lake Towers Apartments (2)        10,290       9,620         92%         96%
</TABLE>

   (1)      The Managing General Partner attributes the decrease in occupancy at
            Hunters  Glen  Apartments  IV and VI to the slow down in the economy
            and employee layoffs in the market area.

   (2)      The Managing General Partner attributes the decrease in occupancy at
            Twin Lake Towers  Apartments to the purchase of new homes by tenants
            due to lower interest rates.

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, 2001, 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 2001 for each property were:

                                    2001             2001
                                   Billing           Rate
                               (in thousands)

Chambers Ridge Apartments            $ 178           3.06%
Hunters Glen Apartments-IV             360           3.19%
Hunters Glen Apartments-V              441           3.62%
Hunters Glen Apartments-VI             447           3.62%
Pickwick Place Apartments              215           8.05%
Twin Lake Towers Apartments            287           5.47%

Capital Improvements:

Chambers Ridge Apartments

During the year ended December 31, 2001,  the  Partnership  spent  approximately
$1,076,000  in  capital  improvements  consisting  primarily  of a  recreational
facility and floor covering and cabinet  replacements.  These  improvements were
funded from operating cash flow and  replacement  reserves.  The  Partnership is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or  approximately  $97,000.  Additional  improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Hunters Glen Apartments IV

During the year ended December 31, 2001,  the  Partnership  spent  approximately
$662,000  in  capital  improvements  consisting  primarily  of major  structural
improvements,  cabinet,  floor covering and appliance  replacements  and a water
submetering project. 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. The minimum amount to
be budgeted is expected to be $300 per unit or approximately $79,000. Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Hunters Glen Apartments V

During the year ended December 31, 2001,  the  Partnership  spent  approximately
$640,000  in capital  improvements  consisting  primarily  of cabinet  and floor
covering replacements,  structural improvements and a water submetering project.
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. The minimum amount to
be budgeted is expected to be $300 per unit or approximately $91,000. Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Hunters Glen Apartments VI

During the year ended December 31, 2001,  the  Partnership  spent  approximately
$702,000 in capital improvements  consisting primarily of cabinet, light fixture
and  floor  covering  replacements,  and  a  water  submetering  project.  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. The minimum amount to be budgeted is expected to
be $300  per  unit or  approximately  $98,000.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Pickwick Place Apartments

During the year ended December 31, 2001,  the  Partnership  spent  approximately
$471,000 in capital  improvements  consisting  primarily  of floor  covering and
appliance replacements and sign, structural and parking lot improvements.  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. The minimum amount to be budgeted is expected to
be $300 per  unit or  approximately  $101,000.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Twin Lake Towers Apartments

During the year ended December 31, 2001,  the  Partnership  spent  approximately
$337,000  in  capital  improvements  consisting  primarily  of  floor  covering,
plumbing fixture and appliance replacements. These improvements were funded from
operating  cash flow and  replacement  reserves.  The  Partnership  is currently
evaluating the capital  improvement needs of the property for the upcoming year.
The  minimum  amount  to  be  budgeted  is  expected  to be  $300  per  unit  or
approximately  $120,000.  Additional  improvements  may be  considered  and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Gateway Gardens Apartments

Prior to its sale,  the  Partnership  spent  approximately  $34,000  in  capital
improvements at Gateway Gardens Apartments. These capital improvements consisted
primarily of floor covering replacements and heating improvements.

Briarwood Apartments

Prior to its  sale,  the  Partnership  spent  approximately  $2,000  in  capital
improvements  at Briarwood  Apartments.  These  capital  improvements  consisted
primarily of floor covering replacements.

Item 3.  Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

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

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

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


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

The unitholders of the Partnership did not vote on any matter during the quarter
ended December 31, 2001.

                                     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, 2001,  the  Partnership  had 1,448  Limited  Partners of record and
44,718  Limited  Partnership  Units  outstanding.   As  of  December  31,  2001,
affiliates  of the Managing  General  Partner owned 30,390  limited  partnership
units or 67.96% 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, 2001 and 2000 (see Item 6. "Management's Discussion and
Analysis or Plan of Operation" for further details):

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit

       01/01/00 - 12/31/00            $ 3,928,000 (1)        $ 86.97
       01/01/01 - 12/31/01             18,982,000 (2)         410.06

(1)   Distributions were made from operations.

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

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings,  and/or  property  sales.  The  Partnership's  cash  available for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Partnership  will generate  sufficient  funds from  operations,  after  required
capital  expenditures,  to permit any  distributions  to its partners in 2002 or
subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 30,390 limited  partnership  units
(the "Units") in the Partnership representing 67.96% of the outstanding Units at
December  31,  2001.  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 make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would include without  limitation,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of  67.96% of the  outstanding
Units,  AIMCO is in a position to control all voting  decisions  with respect to
the Registrant.  When voting on matters,  AIMCO would in all likelihood vote the
Units it acquired in a manner  favorable to the interest of the Managing General
Partner because of its affiliation with the Managing General Partner.

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

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

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

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  2001  was
approximately $11,932,000 compared to net income of approximately $2,263,000 for
the corresponding  period in 2000. The increase in net income for the year ended
December 31, 2001, is primarily due to the increase in total revenues  resulting
from the gain on sale of Gateway Gardens and Briarwood  Apartments in the second
quarter of 2001, slightly offset by a decrease in casualty gain.

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

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

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

During the year ended  December 31, 2000, a net casualty  gain of  approximately
$506,000 was recorded at Pickwick Place Apartments. The casualty gain related to
a fire that destroyed the indoor tennis courts and a nearby  maintenance shed in
August  1999.  The gain was a result  of  insurance  proceeds  of  approximately
$506,000. The destroyed assets were fully depreciated.

During the year ended  December 31, 2000, a net casualty  gain of  approximately
$547,000 was recorded related to Southpointe Apartments (sold by the Partnership
during  1999).  The  casualty  gain related to a fire at the property in October
1998.  The gain was a result of  insurance  proceeds  received of  approximately
$517,000 and a $30,000 reduction in a liability  previously accrued to a vendor.
The destroyed property was written-off in 1999.

Excluding the impact of the sale and operations of Gateway Gardens and Briarwood
Apartments and the casualty gains, net income decreased approximately $1,351,000
for the year ended December 31, 2001,  compared to the  corresponding  period in
2000. The decrease in net income was due to an increase in total expenses and an
extraordinary loss on early  extinguishment of debt as the result of refinancing
the  indebtedness  of  Hunters  Glen  V and  Hunters  Glen  VI  Apartments  (see
"Liquidity and Capital Resources") offset by an increase in total revenues.  The
increase in total expenses was primarily the result of an increase in operating,
depreciation  and property tax  expenses.  Operating  expenses  increased due to
increased  salaries and utility  bills,  especially  the cost of natural gas, at
several  properties and increased  contract work at Pickwick  Place  Apartments.
Depreciation expense increased due to property  improvements and replacements at
the properties during the past twelve months. Property tax expense increased due
to an increase in the  assessed  values at Hunters Glen IV  Apartments,  Hunters
Glen V Apartments and Hunters Glen VI Apartments,  a portion of which related to
an increase in the assessed tax for 2000.

The  increase  in total  revenues is  attributable  to an increase in rental and
other income.  Rental  income  increased as a result of increases in the average
rental  rates  at  all of  the  Partnership's  properties  partially  offset  by
decreases  in  occupancy  at all  of the  investment  properties.  Other  income
increased  due to  increases  in tenant  reimbursements  primarily  at Twin Lake
Towers and  Pickwick  Place  Apartments  and  ancillary  services  at all of the
investment properties.

General and administrative expenses include the cost of services included in the
management  reimbursements  to the Managing General Partner as allowed under the
Partnership  Agreement.  In addition,  costs  associated  with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit  required  by the  Partnership  Agreement  are  included  in  general  and
administrative expenses.

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

Liquidity and Capital Resources

At  December  31,  2001,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $1,399,000  compared to approximately  $3,872,000 at December 31,
2000. The decrease in cash and cash equivalents of  approximately  $2,473,000 is
due to approximately  $17,724,000 of cash used in financing activities offset by
approximately  $11,049,000  and  $4,202,000  of cash  provided by investing  and
operating activities,  respectively. Cash used in financing activities consisted
of  distributions to partners,  repayment of mortgage notes payable  encumbering
Gateway Gardens, Briarwood,  Hunters Glen V and Hunters Glen VI Apartments, loan
costs paid,  prepayment  penalties,  repayment of advances from an affiliate and
principal   payments  made  on  the  mortgages   encumbering  the   Registrant's
properties,  partially  offset by  proceeds  received  from the  refinancing  of
Hunters Glen Apartments V and VI and an advance from an affiliate. Cash provided
by investing  activities  consisted of proceeds from the sale of Gateway Gardens
and Briarwood Apartments, net receipts from restricted escrows maintained by the
mortgage  lender and  insurance  proceeds  from  casualties  at Hunters  Glen V,
partially  offset by property  improvements  and  replacements.  The  Registrant
invests its working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the investment  properties to adequately  maintain the
physical  assets and other  operating needs of the Registrant and to comply with
Federal, state, and local legal and regulatory requirements.  The Partnership is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or approximately  $586,000.  Additional  improvements may be considered and will
depend on the physical  condition of the properties as well as anticipated  cash
flow generated by the properties. The capital expenditures will be incurred only
if cash is available from operations or Partnership reserves. To the extent that
such  budgeted   capital   improvements   are   completed,   the   Partnership's
distributable cash flow, if any, may be adversely affected at least in the short
term.

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

On December 20, 2001,  the  Partnership  refinanced  the  mortgages  encumbering
Hunters Glen Apartments VI. The  refinancing  replaced first and second mortgage
indebtedness  of  approximately  $8,858,000 with a new mortgage in the amount of
$14,918,000.  The new  mortgage  carries a stated  interest  rate of 7.14%.  The
interest rate on the old mortgages was 7.83%. Principal and interest payments on
the mortgage loan are due monthly until the mortgage  matures in January 2022 at
which time it is scheduled to be fully amortized.  Total  capitalized loan costs
were approximately $683,000. The Partnership recognized an extraordinary loss on
the  early  extinguishment  of debt of  approximately  $508,000  as a result  of
prepayment  penalties of  approximately  $384,000 and unamortized loan costs and
debt discount being written off.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs (exclusive of capital  improvements)  of the Registrant.  The Registrant's
mortgage  indebtedness  encumbering  its  properties  amounts  to  approximately
$58,957,000,  net of  unamortized  discounts,  with maturity  dates ranging from
October  2003 to January  2022,  during  which time  balloon  payments  totaling
$28,719,000 are due. The Managing  General Partner may attempt to refinance such
indebtedness  and/or sell the properties  prior to such maturity  dates.  If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
will risk losing such properties through foreclosure.

During the year ended  December  31,  2001,  the  Partnership  declared and paid
distributions  of  approximately  $4,028,000  (approximately  $3,988,000 paid to
limited  partners  or $89.18 per  limited  partnership  unit)  from  operations,
approximately  $6,254,000  (approximately  $5,736,000 to the limited partners or
$128.27  per  limited  partnership  unit) from the net  proceeds of the sales of
Gateway   Gardens  and  Briarwood   Apartments  and   approximately   $8,700,000
(approximately  $8,613,000  to the  limited  partners  or  $192.61  per  limited
partnership unit) from the refinancing proceeds of Hunters Glen Apartments V and
VI. During the year ended December 31, 2000, the Partnership paid  distributions
from operations of  approximately  $3,928,000  (approximately  $3,889,000 to the
limited  partners or $86.97 per limited  partnership  unit).  In  addition,  the
Partnership  paid  a  distribution  of  approximately  $120,000   (approximately
$119,000 to the limited partners or $2.66 per limited partnership unit) relating
to a  distribution  from  operations  declared  but unpaid at December 31, 1999.
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 planned  capital  expenditures,  to permit  distributions  to its partners
during 2002 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 30,390 limited  partnership  units
(the "Units") in the Partnership representing 67.96% of the outstanding Units at
December  31,  2001.  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 make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would include without  limitation,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of  67.96% of the  outstanding
units,  AIMCO is in a position to control all voting  decisions  with respect to
the Registrant.  When voting on matters,  AIMCO would in all likelihood vote the
Units it acquired in a manner  favorable to the interest of the Managing General
Partner because of their affiliation with the Managing General Partner.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting  Standards  Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived  Assets".  SFAS No. 144
provides  accounting  guidance for  financial  accounting  and reporting for the
impairment or disposal of long-lived  assets.  SFAS No. 144 supersedes  SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed Of". SFAS No. 144 is effective for fiscal years  beginning
after December 15, 2001. The Managing  General  Partner does not anticipate that
its adoption will have a material effect on the financial position or results of
operations of the Partnership.

Item 7.  Financial Statements


ANGELES PARTNERS XII

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young, LLP Independent Auditors

      Consolidated Balance Sheet - December 31, 2001

      Consolidated Statements of Operations - Years ended December 31, 2001 and
      2000

      Consolidated  Statement of Changes in Partners'  Capital (Deficit) - Years
      ended December 31, 2001 and 2000

      Consolidated Statements of Cash Flows - Years ended December 31, 2001 and
      2000

      Notes to Consolidated Financial Statements

                 Report of Ernst & Young LLP, Independent Auditors



The Partners
Angeles Partners XII


We have audited the accompanying  consolidated balance sheet of Angeles Partners
XII as of  December  31,  2001,  and  the  related  consolidated  statements  of
operations,  changes in partners' capital (deficit),  and cash flows for each of
the two years in the period ended December 31, 2001. 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, 2001, and the consolidated results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2001,  in
conformity with accounting principles generally accepted in the United States.


                                                           /s/ ERNST & YOUNG LLP


Greenville, South Carolina
February 15, 2002

                              ANGELES PARTNERS XII

                           CONSOLIDATED BALANCE SHEET
                          (in thousands, except unit data)

                                December 31, 2001

<TABLE>
<CAPTION>

Assets
<S>                                                           <C>           <C>
   Cash and cash equivalents                                                 $ 1,399
   Receivables and deposits                                                    1,615
   Restricted escrows                                                            546
   Other assets                                                                1,792
   Investment properties (Notes B and E):
      Land                                                    $  7,598
      Buildings and related personal property                   82,487
                                                                90,085
      Less accumulated depreciation                            (59,818)       30,267
                                                                            $ 35,619

Liabilities and Partners' Capital (Deficit)
Liabilities
   Accounts payable                                                         $   428
   Tenant security deposit liabilities                                          758
   Accrued property taxes                                                       490
   Other liabilities                                                            419
   Mortgage notes payable (Notes B and E)                                    58,957

Partners' Capital (Deficit)
   General partners                                           $     25
   Limited partners (44,718 units issued and
      outstanding)                                             (25,458)      (25,433)
                                                                            $ 35,619

           See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                              ANGELES PARTNERS XII

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

                                                                Years Ended
                                                               December 31,
                                                              2001        2000
Revenues:
   Rental income                                           $ 18,450     $ 19,407
   Other income                                               1,485        1,573
   Casualty gains (Note G)                                       81        1,053
   Gain on sale of investment
     properties (Note H)                                     13,118           --
      Total revenues                                         33,134       22,033
Expenses:
   Operating                                                  6,594        6,844
   General and administrative                                   760          771
   Depreciation                                               5,228        5,338
   Interest                                                   4,464        4,780
   Property taxes                                             2,412        2,037
      Total expenses                                         19,458       19,770

Income before extraordinary item                             13,676        2,263
Extraordinary loss on early extinguishment of debt
   (Notes B and H)                                           (1,744)          --
Net income                                                 $ 11,932     $  2,263

Net income allocated to general partners                   $    575     $     23
Net income allocated to limited partners                     11,357        2,240
                                                           $ 11,932     $  2,263
Net income per limited partnership unit:
    Income before extraordinary item                       $ 292.59     $  50.09
    Extraordinary item                                       (38.62)          --
                                                           $ 253.97     $  50.09

Distributions per limited partnership unit                 $ 410.06     $  86.97

           See Accompanying Notes to Consolidated Financial Statements


                              ANGELES PARTNERS XII

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

<TABLE>
<CAPTION>


                                         Limited
                                       Partnership    General      Limited
                                          Units       Partners    Partners       Total

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

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

Net income for the year ended
   December 31, 2000                          --           23        2,240         2,263

Distributions to Partners                     --          (39)      (3,889)       (3,928)

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

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

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

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


           See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                              ANGELES PARTNERS XII

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (in thousands)

<TABLE>
<CAPTION>
                                                                      Year Ended
                                                                    December 31,
                                                                  2001        2000
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net income                                                    $ 11,932     $  2,263
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                    5,228        5,338
   Amortization of discounts and loan costs                          267          276
   Extraordinary loss on early extinguishment of debt              1,744           --
   Gain on sale of investment properties                         (13,118)          --
   Casualty gains                                                    (81)      (1,053)
   Bad debt                                                          299          144
   Change in accounts:
      Receivables and deposits                                      (681)         410
      Other assets                                                   (32)         (73)
      Accounts payable                                              (460)           1
      Tenant security deposit liabilities                           (175)          38
      Accrued property taxes                                        (332)          33
      Other liabilities                                             (389)         201
       Net cash provided by operating activities                   4,202        7,578
Cash flows from investing activities:
  Property improvements and replacements                          (4,022)      (6,439)
  Net receipts from (deposits to) restricted escrows                  45         (268)
  Net insurance proceeds related to casualty gain                     94        1,023
  Net proceeds from sale of investment properties                 14,932           --
  Distributions from joint venture                                    --            4
       Net cash provided by (used in) investing activities        11,049       (5,680)
Cash flows from financing activities:
  Payments on mortgage notes payable                                (859)        (869)
  Repayment of mortgage notes payable                            (25,040)          --
  Distributions to partners                                      (18,982)      (4,048)
  Proceeds from refinancings                                      29,250           --
  Prepayment penalties                                              (753)          --
  Advances from affiliate                                            675           --
  Repayment of advances from affiliate                              (675)          --
  Loan costs                                                      (1,340)          --

       Net cash used in financing activities                     (17,724)      (4,917)

Net decrease in cash and cash equivalents                         (2,473)      (3,019)

Cash and cash equivalents at beginning of period                   3,872        6,891

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

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $  4,245      $ 4,528
Supplemental disclosure of non-cash flow information:
  Property improvements and replacements included
   in accounts payable                                          $    157       $ 255

Included in  distributions  paid to partners  during the year ended December 31,
2000, are approximately $120,000 of distributions which were accrued at December
31, 1999.



           See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                              ANGELES PARTNERS XII
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2001


Note A - Organization and Significant Accounting Policies

Organization:  Angeles  Partners XII (the  "Partnership"  or  "Registrant") is a
publicly-held limited partnership organized under the California Uniform Limited
Partnership  Act pursuant to the amended  Certificate  and  Agreement of Limited
Partnership  (herein  referred to as the  "Agreement")  dated May 26, 1983.  The
Partnership's  Managing  General Partner is Angeles Realty  Corporation II ("ARC
II" or the "Managing General Partner"), a California  corporation.  ARC II was a
wholly-owned subsidiary of MAE GP Corporation ("MAE GP"). Effective February 25,
1998, MAE GP was merged into Insignia  Properties  Trust  ("IPT"),  which was an
affiliate of Insignia Financial Group, Inc. ("Insignia"). Effective February 26,
1999, IPT was merged into Apartment Investment and Management Company ("AIMCO").
Thus the Managing General Partner is now a wholly-owned subsidiary of AIMCO. The
Elliott  Accommodation  Trust and the Elliott Family  Partnership,  a California
limited partnership,  were the Non-Managing General Partners. Effective December
31,  1997,  the  Elliott   Family   Partnership,   Ltd.   acquired  the  Elliott
Accommodation  Trust's general partner  interest in the Registrant.  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, 2001, the  Partnership  operates six  residential  properties in or
near major urban areas in the United States.

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

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

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

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

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

Cash and Cash Equivalents:  Cash and cash equivalents  includes cash on hand and
in banks.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits. Cash balances include approximately $1,335,000 at
December 31, 2001 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  its space and is current on its
rental payments.

Loan Costs: Loan costs of approximately  $2,343,000 are included in other assets
and are  being  amortized  over the  lives  of the  related  loans.  Accumulated
amortization  is  approximately  $788,000  at  December  31,  2001,  and is also
included in other assets.

Restricted escrows:

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

      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, 2001.

      General  Reserve - In addition to the Capital  Improvement and Replacement
      Reserve Escrows,  General Escrow Accounts of  approximately  $711,000 were
      established  in  conjunction  with the  refinancings  of Hunters  Glen IV,
      Chambers  Ridge,  and  Twin  Lake  Towers  Apartments.  These  funds  were
      established  to  make  necessary  repairs  and  replacements  of  existing
      improvements,  debt service,  out-of-pocket expenses incurred for ordinary
      and necessary administrative tasks, and payment of real property taxes and
      insurance  premiums.  The Partnership is required to deposit net operating
      income (as defined in the mortgage note) from the refinanced properties to
      the General Escrow  Accounts until the reserve account equals a minimum of
      $200 or a maximum of $400 per apartment unit or $265,000 to $529,000.  The
      balance  in  the  General   Reserve  Account  at  December  31,  2001,  is
      approximately $403,000.

Investment Properties:  Investment properties consist of six apartment complexes
which are stated at cost.  Acquisition  fees are  capitalized  as a cost of real
estate. In accordance with Statement of Financial  Accounting Standards ("SFAS")
No. 121,  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets  to be  Disposed  Of",  the  Partnership  records  impairment  losses  on
long-lived assets used in operations when events and circumstances indicate that
the assets might be impaired  and the  undiscounted  cash flows  estimated to be
generated by those assets are less than the  carrying  amounts of those  assets.
For the years ended December 31, 2001 and 2000, no adjustments for impairment of
value were recorded. See "Recent Accounting Pronouncements" below.

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.  The Managing General Partner  believes that segment based  disclosures
will  not  result  in a  more  meaningful  presentation  than  the  consolidated
financial statements as currently presented.

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. In addition,  the Managing General  Partner's policy is to offer rental
concessions during  particularly slow months or in response to heavy competition
from other similar complexes in the area. Concessions are charged against rental
income as incurred.

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

Advertising  Costs:  The  Partnership  expenses  the  costs  of  advertising  as
incurred. Advertising costs of approximately $184,000 and $194,000 for the years
ended  December  31, 2001 and 2000,  respectively,  are  included  in  operating
expense.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting  Standards  Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived  Assets".  SFAS No. 144
provides  accounting  guidance for  financial  accounting  and reporting for the
impairment or disposal of long-lived  assets.  SFAS No. 144 supersedes  SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed Of". SFAS No. 144 is effective for fiscal years  beginning
after December 15, 2001. The Managing  General  Partner does not anticipate that
its adoption will have a material effect on the financial position or results of
operations of the Partnership.

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             2001        Interest      Rate       Date        Maturity
                        (in thousands)                                     (in thousands)

Chambers Ridge Apts
<S>                         <C>            <C>        <C>        <C>        <C>
  1st mortgage              $ 5,036        $ 41       7.83%      10/2003    $ 4,849
  2nd mortgage                  174           1       7.83%      10/2003        174
Hunters Glen Apts IV
  1st mortgage                7,987          65       8.43%      10/2003      7,787
Hunters Glen Apts V
  1st mortgage               14,332         112       7.14%      01/2022         --
Hunters Glen Apts VI
  1st mortgage               14,918         117       7.14%      01/2022         --
Pickwick Place Apts
  1st mortgage                6,138          54       9.10%      05/2005      5,775
Twin Lake Towers Apts
  1st mortgage               10,160          83       7.83%      10/2003      9,782
  2nd mortgage                  352           2       7.83%      10/2003        352
                             59,097
Less unamortized
  discounts                    (140)
                            $58,957        $475                             $28,719
</TABLE>

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

On December 20, 2001,  the  Partnership  refinanced  the  mortgages  encumbering
Hunters Glen Apartments VI. The  refinancing  replaced first and second mortgage
indebtedness  of  approximately  $8,858,000 with a new mortgage in the amount of
$14,918,000.  The new  mortgage  carries a stated  interest  rate of 7.14%.  The
interest rate on the old mortgages was 7.83%. Principal and interest payments on
the mortgage loan are due monthly until the mortgage  matures in January 2022 at
which time it is scheduled to be fully amortized.  Total  capitalized loan costs
were approximately $683,000. The Partnership recognized an extraordinary loss on
the  early  extinguishment  of debt of  approximately  $508,000  as a result  of
prepayment  penalties of  approximately  $384,000 and unamortized loan costs and
debt discount being written off.

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

Scheduled  principal  payments of mortgage notes payable  subsequent to December
31, 2001, are as follows (in thousands):

                                2002           $ 1,147
                                2003            24,123
                                2004               901
                                2005             6,659
                                2006               904
                             Thereafter         25,363
                                               $59,097

Note C - Income Taxes

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

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

                                               2001        2000

Net income as reported                      $ 11,932      $ 2,263
Add (deduct):
  Depreciation differences                       310          (88)
   Gain on disposition of investment
    property                                    (109)          --
  Unearned income                               (117)           2
  Discounts on mortgage notes payable             (3)         (27)
  Casualty                                       (81)      (1,212)
  Other                                          (19)          73
Federal taxable income                      $ 11,913      $ 1,011
Federal taxable income
  per limited partnership unit              $ 251.32      $ 22.39

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

Net liabilities                          $(25,433)
Land and buildings                          6,764
Accumulated depreciation                   (9,123)
Syndication and distribution costs          6,093
Other                                         213

Net liabilities - Federal tax basis      $(21,486)

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. The following expenses owed
to the Managing  General Partner and affiliates for the years ended December 31,
2001 and 2000 were paid or accrued:

                                                               2001      2000
                                                               (in thousands)

Property management fees (included in operating expense)      $1,063    $1,041

Reimbursement for services of affiliates (included in
 general and administrative expenses and investment
 property)                                                     1,331       774
Sales commissions (included in general partner
 distributions)                                                  460        --
Refinancing commissions (included in other assets)               293        --

Affiliates of the Managing General Partner, were entitled to receive 5% of gross
receipts from all of the Registrant's residential properties as compensation for
providing property management  services.  The Registrant paid to such affiliates
approximately  $1,063,000  and  $1,041,000 for the years ended December 31, 2001
and 2000, respectively.

The  Partnership  Agreement  provides  for a fee equal to 7.5% of "net cash flow
from  operations",  as defined in the  Partnership  Agreement  to be paid to the
Managing General Partner for executive and administrative  management  services.
The  Managing  General  Partner was not entitled to this fee for the years ended
December 31, 2001 and 2000.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses amounting to approximately  $1,331,000 and
$774,000 for the years ended December 31, 2001 and 2000, respectively.  Included
in these amounts are fees related to construction  management  services provided
by an affiliate of the Managing  General Partner of  approximately  $769,000 and
$206,000  for the years  ended  December  31, 2001 and 2000,  respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current and certain prior year additions to investment  properties and are being
depreciated over 15 years.

In  accordance  with the  Partnership  Agreement,  an  affiliate of the Managing
General Partner advanced the Partnership $675,000 during the year ended December
31, 2001.  Of this amount,  $600,000  was to fund  pre-closing  deposits for the
mortgage  refinancing  of Hunters Glen  Apartments V and VI, $60,000 was to fund
operating  expenses  at  Pickwick  Place  Apartments  and  $15,000  was to  fund
operating  expenses at Twin Lake Towers  Apartments.  All of these advances were
repaid  during the year ended  December  31,  2001.  Interest was charged at the
prime rate plus 2% and  amounted to less than  $1,000.  There were no loans from
the Managing  General  Partner or associated  interest  expense  during the year
ended December 31, 2000.

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

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

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General Partner.  During the year ended December
31, 2001, the Partnership paid AIMCO and its affiliates  approximately  $141,000
for insurance coverage and fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 30,390 limited  partnership  units
(the "Units") in the Partnership representing 67.96% of the outstanding Units at
December  31,  2001.  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 make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would include without  limitation,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of  67.96% of the  outstanding
Units,  AIMCO is in a position to control all voting  decisions  with respect to
the Registrant.  When voting on matters,  AIMCO would in all likelihood vote the
Units it acquired in a manner  favorable to the interest of the Managing General
Partner because of its affiliation with the Managing General Partner.

Note E - Investment Properties and Accumulated Depreciation

<TABLE>
<CAPTION>

                                               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
<S>                          <C>         <C>           <C>           <C>
Chambers Ridge Apts          $ 5,210     $  527        $ 7,823       $ 5,405
Hunters Glen Apts IV           7,987      1,552          8,324         3,113
Hunters Glen Apts V           14,332      1,820          9,759         3,519
Hunters Glen Apts VI          14,918      1,981         10,620         3,684
Pickwick Place Apts            6,138        603          6,552         4,654
Twin Lake Towers Apts         10,512      1,115         12,806         6,228
  Totals                     $59,097     $7,598        $55,884       $26,603
</TABLE>


<TABLE>
<CAPTION>

                              Gross Amount At Which
                                    Carried
                             At December 31, 2001
                                (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>
Chambers Ridge Apts       $  527   $13,228   $13,755     $ 9,023       07/26/84     10-20
Hunters Glen Apt IV        1,552    11,437    12,989       8,579       01/31/85     10-40
Hunters Glen Apt V         1,820    13,278    15,098       9,953       01/31/85     10-40
Hunters Glen Apt VI        1,981    14,304    16,285      10,773       01/31/85     10-40
Pickwick Place Apts          603    11,206    11,809       7,512       05/11/84     10-20
Twin Lake Towers Apts      1,115    19,034    20,149      13,978       03/30/84     10-20
  Totals                  $7,598   $82,487   $90,085     $59,818
</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,
                                                  2001            2000
                                                     (in thousands)

Investment Properties

Balance at beginning of year                   $ 96,516         $ 91,021
    Property improvements                         3,924            5,570
    Dispositions of assets                      (10,355)             (75)

Balance at end of year                         $ 90,085         $ 96,516

Accumulated Depreciation

Balance at beginning of year                   $ 62,568         $ 57,288
    Additions charged to expense                  5,228            5,338
    Dispositions of assets                       (7,978)             (58)

Balance at end of year                         $ 59,818         $ 62,568

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31, 2001 and 2000,  is  approximately  $96,849,000  and  $103,908,000,
respectively. The accumulated depreciation for Federal income tax purposes as of
December  31,  2001 and 2000,  is  approximately  $68,941,000  and  $72,351,000,
respectively.

Note G - Casualties

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

During the year ended  December 31, 2000, a net casualty  gain of  approximately
$506,000 was recorded at Pickwick Place Apartments. The casualty gain related to
a fire that destroyed the indoor tennis courts and a nearby  maintenance shed in
August  1999.  The gain was a result  of  insurance  proceeds  of  approximately
$506,000. The destroyed assets were fully depreciated.

During the year ended  December 31, 2000, a net casualty  gain of  approximately
$547,000 was recorded related to Southpointe Apartments (sold by the Partnership
during  1999).  The  casualty  gain related to a fire at the property in October
1998.  The gain was a result of  insurance  proceeds  received of  approximately
$517,000  and the  $30,000  reduction  in a  liability  previously  accrued to a
vendor. The destroyed property was written-off in 1999.

Note H - Disposition of Investment Properties

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

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

Note I - Distributions

During the year ended  December  31,  2001,  the  Partnership  declared and paid
distributions  of  approximately  $4,028,000  (approximately  $3,988,000 paid to
limited  partners  or $89.18 per  limited  partnership  unit)  from  operations,
approximately  $6,254,000  (approximately  $5,736,000 to the limited partners or
$128.27  per  limited  partnership  unit) from the net  proceeds of the sales of
Gateway   Gardens  and  Briarwood   Apartments  and   approximately   $8,700,000
(approximately  $8,613,000  to the  limited  partners  or  $192.61  per  limited
partnership unit) from the refinancing proceeds of Hunters Glen Apartments V and
VI. During the year ended December 31, 2000, the Partnership paid  distributions
from operations of  approximately  $3,928,000  (approximately  $3,889,000 to the
limited  partners or $86.97 per limited  partnership  unit).  In  addition,  the
Partnership  paid  a  distribution  of  approximately  $120,000   (approximately
$119,000 to the limited partners or $2.66 per limited partnership unit) relating
to a distribution from operations declared but unpaid at December 31, 1999.

Note J - Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

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

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

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

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

         None.

                                    PART III


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

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

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

Name                        Age    Position

Patrick J. Foye              44    Executive Vice President and Director
Martha L. Long               42    Senior Vice President and Controller

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

Martha L. Long has been Senior Vice  President  and  Controller  of the Managing
General  Partner since October 1998 as a result of the  acquisition  of Insignia
Financial  Group,  Inc. As of February 2001, Ms. Long was also appointed head of
the service  business for AIMCO.  From June 1994 until January 1997, she was the
Controller for Insignia, and was promoted to Senior Vice President - Finance and
Controller in January 1997,  retaining that title until October 1998.  From 1988
to June 1994,  Ms. Long was Senior Vice  President and  Controller for The First
Savings Bank, FSB in Greenville, South Carolina.

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

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

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

The executive  officers and director of the Managing  General Partner  discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive officers and director of the Managing General Partner has approved the
inclusion of the audited  financial  statements  in the Form 10-KSB for the year
ended December 31, 2001 for filing with the Securities and Exchange Commission.

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements of the  Partnership  for the current
fiscal year. Fees for the last fiscal year were audit services of  approximately
$96,000  and  non-audit  services  (principally  tax-related)  of  approximately
$50,000.

Item 10. Executive Compensation

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

Item 11. Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner of more than 5% of the Limited Partner Units of the Registrant
as of December 31, 2001.

Entity                                  Number of Units      Percentages

Cooper River Properties LLC
(an affiliate of AIMCO)                       4,607            10.30%
Broad River Properties
(an affiliate of AIMCO)                       8,002            17.89%
Insignia Properties, LP
(an affiliate of AIMCO)                       1,824             4.08%
AIMCO Properties, LP
(an affiliate of AIMCO)                      15,957            35.69%

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

AIMCO  Properties,  LP is indirectly  ultimately  controlled by AIMCO.
Its business address is 2000 South Colorado Blvd., Denver, Colorado 80222.

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

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

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership. The following expenses owed
to the Managing  General Partner and affiliates for the years ended December 31,
2001 and 2000 were paid or accrued:

                                                               2001      2000
                                                               (in thousands)

Property management fees                                      $1,063    $1,041

Reimbursement for services of affiliates                       1,331       774
Sales commissions                                                460        --
Refinancing commissions                                          293        --

Affiliates of the Managing General Partner, were entitled to receive 5% of gross
receipts from all of the Registrant's residential properties as compensation for
providing property management  services.  The Registrant paid to such affiliates
approximately  $1,063,000  and  $1,041,000 for the years ended December 31, 2001
and 2000, respectively.

The  Partnership  Agreement  provides  for a fee equal to 7.5% of "net cash flow
from  operations",  as defined in the  Partnership  Agreement  to be paid to the
Managing General Partner for executive and administrative  management  services.
The  Managing  General  Partner was not entitled to this fee for the years ended
December 31, 2001 and 2000.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses amounting to approximately  $1,331,000 and
$774,000 for the years ended December 31, 2001 and 2000, respectively.  Included
in these amounts are fees related to construction  management  services provided
by an affiliate of the Managing  General Partner of  approximately  $769,000 and
$206,000  for the years  ended  December  31, 2001 and 2000,  respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current and certain prior year additions to investment  properties and are being
depreciated over 15 years.

In  accordance  with the  Partnership  Agreement,  an affiliate of the Corporate
General Partner advanced the Partnership $675,000 during the year ended December
31, 2001.  Of this amount,  $600,000  was to fund  pre-closing  deposits for the
mortgage  refinancing  of Hunters Glen  Apartments V and VI, $60,000 was to fund
operating  expenses  at  Pickwick  Place  Apartments  and  $15,000  was to  fund
operating  expenses at Twin Lake Towers  Apartments.  All of these advances were
repaid  during the year ended  December  31,  2001.  Interest was charged at the
prime rate plus 2% and  amounted to less than  $1,000.  There were no loans from
the Managing  General  Partner or associated  interest  expense  during the year
ended December 31, 2000.

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

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

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General Partner.  During the year ended December
31, 2001, the Partnership paid AIMCO and its affiliates  approximately  $141,000
for insurance coverage and fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 30,390 limited  partnership  units
(the "Units") in the Partnership representing 67.96% of the outstanding Units at
December  31,  2001.  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 make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would include without  limitation,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of  67.96% of the  outstanding
Units,  AIMCO is in a position to control all voting  decisions  with respect to
the Registrant.  When voting on matters,  AIMCO would in all likelihood vote the
Units it acquired in a manner  favorable to the interest of the Managing General
Partner because of its affiliation with the Managing General Partner.


                                     PART IV


Item 13. Exhibits and Reports on Form 8-K

(a)   Exhibits:

               Exhibit 10.16(g),  Multifamily Note secured by a Mortgage or Deed
               of Trust dated  December  20, 2001,  between  Hunters Glen AP XII
               Limited  Partnership  and GMAC Commercial  Mortgage,  relating to
               Hunters Glen Apartments V & VI, filed herein.

         (b)   Reports on Form 8-K filed during the fourth quarter of 2001:

               None.


                                   SIGNATURES



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



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



                                 By:     Angeles Realty Corporation II
                                         Managing General Partner

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

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


                                 Date:  March 25, 2002

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

/s/Patrick J. Foye        Executive Vice President    Date:March 25, 2002
Patrick J. Foye           and Director


/s/Martha L. Long         Senior Vice President       Date:March 25, 2002
Martha L. Long            and Controller


<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.

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

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

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

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

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

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

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

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

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

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

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

      10.12       Contracts related to refinancing of debt.

             (a)  First Deeds of Trust and Security  Agreements  dated September
                  30, 1993  between AP XII  Associates  Limited  Partnership,  a
                  South  Carolina  Limited  Partnership  and Lexington  Mortgage
                  Company, a Virginia Corporation, securing Briarwood.

             (b)  Second Deeds of Trust and Security  Agreements dated September
                  30, 1993  between AP XII  Associates  Limited  Partnership,  a
                  South  Carolina  Limited  Partnership  and Lexington  Mortgage
                  Company, a Virginia Corporation, securing Briarwood.

             (c)  First Assignments of Leases and Rents dated September 30, 1993
                  between  AP  XII  Associates  Limited  Partnership,   a  South
                  Carolina Limited Partnership and Lexington Mortgage Company, a
                  Virginia Corporation, securing Briarwood.

             (d)  Second  Assignments  of Leases and Rents dated  September  30,
                  1993 between AP XII Associates  Limited  Partnership,  a South
                  Carolina Limited Partnership and Lexington Mortgage Company, a
                  Virginia Corporation, securing Briarwood.

             (e)  First Deeds of Trust Notes dated September 30, 1993 between AP
                  XII Associates Limited  Partnership,  a South Carolina Limited
                  Partnership  and  Lexington   Mortgage  Company,   a  Virginia
                  Corporation, securing Briarwood.

             (f)  Second Deeds of Trust Notes dated  September  30, 1993 between
                  AP  XII  Associates  Limited  Partnership,  a  South  Carolina
                  Limited Partnership and Lexington Mortgage Company, a Virginia
                  Corporation, securing Briarwood.

      10.13       Contracts related to refinancing of debt.

             (a)  First Deeds of Trust and Security  Agreements  dated September
                  30, 1993  between AP XII  Associates  Limited  Partnership,  a
                  South  Carolina  Limited  Partnership  and Lexington  Mortgage
                  Company, a Virginia Corporation, securing Twin Lake Towers.

             (b)  Second Deeds of Trust and Security  Agreements dated September
                  30, 1993  between AP XII  Associates  Limited  Partnership,  a
                  South  Carolina  Limited  Partnership  and Lexington  Mortgage
                  Company, a Virginia Corporation, securing Twin Lake Towers.

             (c)  First Assignments of Leases and Rents dated September 30, 1993
                  between  AP  XII  Associates  Limited  Partnership,   a  South
                  Carolina Limited Partnership and Lexington Mortgage Company, a
                  Virginia Corporation, securing Twin Lake Towers.

             (d)  Second  Assignments  of Leases and Rents dated  September  30,
                  1993 between AP XII Associates  Limited  Partnership,  a South
                  Carolina Limited Partnership and Lexington Mortgage Company, a
                  Virginia Corporation, securing Twin Lake Towers.

             (e)  First Deeds of Trust Notes dated September 30, 1993 between AP
                  XII Associates Limited  Partnership,  a South Carolina Limited
                  Partnership  and  Lexington   Mortgage  Company,   a  Virginia
                  Corporation, securing Twin Lake Towers.

             (f)  Second Deeds of Trust Notes dated  September  30, 1993 between
                  AP  XII  Associates  Limited  Partnership,  a  South  Carolina
                  Limited Partnership and Lexington Mortgage Company, a Virginia
                  Corporation, securing Twin Lake Towers.

      10.14       Contracts related to refinancing of debt.

             (a)  First Deeds of Trust and Security  Agreements  dated September
                  30, 1993  between AP XII  Associates  Limited  Partnership,  a
                  South  Carolina  Limited  Partnership  and Lexington  Mortgage
                  Company, a Virginia Corporation, securing Hunters Glen.

             (b)  Second Deeds of Trust and Security  Agreements dated September
                  30, 1993  between AP XII  Associates  Limited  Partnership,  a
                  South  Carolina  Limited  Partnership  and Lexington  Mortgage
                  Company, a Virginia Corporation, securing Hunters Glen.

             (c)  First Assignments of Leases and Rents dated September 30, 1993
                  between  AP  XII  Associates  Limited  Partnership,   a  South
                  Carolina Limited Partnership and Lexington Mortgage Company, a
                  Virginia Corporation, securing Hunters Glen.

             (d)  Second  Assignments  of Leases and Rents dated  September  30,
                  1993 between AP XII Associates  Limited  Partnership,  a South
                  Carolina Limited Partnership and Lexington Mortgage Company, a
                  Virginia Corporation, securing Hunters Glen.

             (e)  First Deeds of Trust Notes dated September 30, 1993 between AP
                  XII Associates Limited  Partnership,  a South Carolina Limited
                  Partnership  and  Lexington   Mortgage  Company,   a  Virginia
                  Corporation, securing Hunters Glen.

             (f)  Second Deeds of Trust Notes dated  September  30, 1993 between
                  AP  XII  Associates  Limited  Partnership,  a  South  Carolina
                  Limited Partnership and Lexington Mortgage Company, a Virginia
                  Corporation, securing Hunters Glen.

      10.15       Contracts related to refinancing of debt.

             (a)  First Deeds of Trust and Security  Agreements  dated September
                  30, 1993  between AP XII  Associates  Limited  Partnership,  a
                  South  Carolina  Limited  Partnership  and Lexington  Mortgage
                  Company, a Virginia Corporation, securing Chambers Ridge.

             (b)  Second Deeds of Trust and Security  Agreements dated September
                  30, 1993  between AP XII  Associates  Limited  Partnership,  a
                  South  Carolina  Limited  Partnership  and Lexington  Mortgage
                  Company, a Virginia Corporation, securing Chambers Ridge.

             (c)  First Assignments of Leases and Rents dated September 30, 1993
                  between  AP  XII  Associates  Limited  Partnership,   a  South
                  Carolina Limited Partnership and Lexington Mortgage Company, a
                  Virginia Corporation, securing Chambers Ridge.

             (d)  Second  Assignments  of Leases and Rents dated  September  30,
                  1993 between AP XII Associates  Limited  Partnership,  a South
                  Carolina Limited Partnership and Lexington Mortgage Company, a
                  Virginia Corporation, securing Chambers Ridge.

             (e)  First Deeds of Trust Notes dated September 30, 1993 between AP
                  XII Associates Limited  Partnership,  a South Carolina Limited
                  Partnership  and  Lexington   Mortgage  Company,   a  Virginia
                  Corporation, securing Chambers Ridge.

             (f)  Second Deeds of Trust Notes dated  September  30, 1993 between
                  AP  XII  Associates  Limited  Partnership,  a  South  Carolina
                  Limited Partnership and Lexington Mortgage Company, a Virginia
                  Corporation, securing Chambers Ridge.

      10.16       Contracts related to refinancing of debt.

             (a)  First Deeds of Trust and Security  Agreements  dated September
                  30, 1993  between AP XII  Associates  Limited  Partnership,  a
                  South  Carolina  Limited  Partnership  and Lexington  Mortgage
                  Company, a Virginia Corporation, securing Gateway Gardens.

             (b)  Second Deeds of Trust and Security  Agreements dated September
                  30, 1993  between AP XII  Associates  Limited  Partnership,  a
                  South  Carolina  Limited  Partnership  and Lexington  Mortgage
                  Company, a Virginia Corporation, securing Gateway Gardens.

             (c)  First Assignments of Leases and Rents dated September 30, 1993
                  between  AP  XII  Associates  Limited  Partnership,   a  South
                  Carolina Limited Partnership and Lexington Mortgage Company, a
                  Virginia Corporation, securing Gateway Gardens.

             (d)  Second  Assignments  of Leases and Rents dated  September  30,
                  1993 between AP XII Associates  Limited  Partnership,  a South
                  Carolina Limited Partnership and Lexington Mortgage Company, a
                  Virginia Corporation, securing Gateway Gardens.

             (e)  First Deeds of Trust Notes dated September 30, 1993 between AP
                  XII Associates Limited  Partnership,  a South Carolina Limited
                  Partnership  and  Lexington   Mortgage  Company,   a  Virginia
                  Corporation, securing Gateway Gardens.

             (f)  Second Deeds of Trust Notes dated  September  30, 1993 between
                  AP  XII  Associates  Limited  Partnership,  a  South  Carolina
                  Limited Partnership and Lexington Mortgage Company, a Virginia
                  Corporation, securing Gateway Gardens.

             (g)  Multifamily  Note secured by a Mortgage or Deed of Trust dated
                  December  20,  2001,  between  Hunters  Glen  AP  XII  Limited
                  Partnership and GMAC Commercial Mortgage,  relating to Hunters
                  Glen Apartments V & VI, as filed herein.

      10.17       Reinstatement  and  Modification  Agreement dated December 31,
                  1998,  between  Angeles  Partners  XII, a  California  limited
                  partnership,  and Chase Manhattan Bank, successor by merger to
                  Chemical Bank.

      10.18       Purchase and Sale  Agreement  dated  January 4, 1999,  between
                  Cooper Point Plaza,  LLC and Angeles  Partners XII for sale of
                  Cooper  Pointe Plaza filed with Form 10-KSB for the year ended
                  December 31, 2000.

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

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

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

      16.1        Letter from the  Registrant's  former  independent  accountant
                  regarding  its  concurrence  with the  statements  made by the
                  Registrant,  is incorporated by reference to the Exhibit filed
                  with Form 8-K dated September 1, 1993.
<PAGE>


                                                                Exhibit 10.16(g)

                                                        FHLMC Loan No. 002773996
                                         Hunters Glen Apartments Phases V and VI

                                MULTIFAMILY NOTE
                      (MULTISTATE - REVISION DATE 11-01-2000)


US $29,250,000.00                                      As of December 20, 2001


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more  than  one)  promises  to pay to the  order  of  GMAC  COMMERCIAL  MORTGAGE
CORPORATION, a California corporation,  the principal sum of Twenty Nine Million
Two Hundred Fifty Thousand and 00/100 Dollars (US $29,250,000.00), with interest
on the unpaid  principal  balance at the  annual  rate of seven and one  hundred
forty-three thousandths percent (7.143%).

1. Defined  Terms.  As used in this Note, (i) the term "Lender" means the holder
of this Note, and (ii) the term "Indebtedness"  means the principal of, interest
on,  and any other  amounts  due at any time  under,  this  Note,  the  Security
Instrument  or any other Loan  Document,  including  prepayment  premiums,  late
charges,  default interest, and advances to protect the security of the Security
Instrument under Section 12 of the Security  Instrument.  "Event of Default" and
other  capitalized  terms  used but not  defined  in this  Note  shall  have the
meanings given to such terms in the Security Instrument.

2. Address for Payment. All payments due under this Note shall be payable at 200
Witmer Road, Post Office Box 809, Horsham, Pennsylvania 19044, Attn: Servicing -
Account  Manager,  or such other place as may be designated by written notice to
Borrower from or on behalf of Lender.

3. Payment of Principal  and Interest.  Principal and interest  shall be paid as
follows:

(a) Unless  disbursement of principal is made by Lender to Borrower on the first
day of the month,  interest for the period beginning on the date of disbursement
and ending on and including the last day of the month in which such disbursement
is made  shall be  payable  simultaneously  with  the  execution  of this  Note.
Interest  under  this Note  shall be  computed  on the  basis of a 360-day  year
consisting of twelve 30-day months.

(b)  Consecutive  monthly  installments  of principal and interest,  each in the
amount of Two Hundred  Twenty Nine  Thousand  Two Hundred  Ninety Two and 43/100
Dollars  (US  $229,292.43),  shall be  payable  on the first  day of each  month
beginning  on  February  1, 2002,  until the  entire  unpaid  principal  balance
evidenced by this Note is fully paid.

(c) Any accrued interest remaining past due for 30 days or more may, at Lender's
discretion,  be added to and become  part of the unpaid  principal  balance  and
shall  bear  interest  at the  rate or rates  specified  in this  Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest  shall be due and payable on January 1, 2022 or on any earlier  date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

(d) Any regularly  scheduled monthly  installment of principal and interest that
is  received  by Lender  before  the date it is due shall be deemed to have been
received on the due date solely for the purpose of calculating interest due.

4.  Application of Payments.  If at any time Lender  receives,  from Borrower or
otherwise,  any amount  applicable  to the  Indebtedness  which is less than all
amounts due and payable at such time,  Lender may apply that  payment to amounts
then due and  payable in any manner and in any order  determined  by Lender,  in
Lender's  discretion.  Borrower  agrees that neither  Lender's  acceptance  of a
payment  from  Borrower in an amount that is less than all amounts  then due and
payable nor Lender's  application of such payment shall  constitute or be deemed
to  constitute  either  a  waiver  of  the  unpaid  amounts  or  an  accord  and
satisfaction.

5. Security.  The Indebtedness is secured,  among other things, by a multifamily
mortgage, deed to secure debt or deed of trust dated as of the date of this Note
(the "Security  Instrument"),  and reference is made to the Security  Instrument
for other rights of Lender as to collateral for the Indebtedness.

6.  Acceleration.  If an Event of Default has  occurred and is  continuing,  the
entire unpaid principal  balance,  any accrued interest,  the prepayment premium
payable under  Paragraph  10, if any, and all other  amounts  payable under this
Note and any other Loan  Document  shall at once become due and payable,  at the
option of Lender,  without  any prior  notice to  Borrower  (except if notice is
required by applicable  law,  then after such notice).  Lender may exercise this
option to accelerate regardless of any prior forbearance.

7. Late  Charge.  If any  monthly  amount  payable  under this Note or under the
Security  Instrument or any other Loan Document is not received by Lender within
ten (10) days after the amount is due (unless  applicable  law requires a longer
period of time before a late  charge may be imposed,  in which event such longer
period shall be  substituted),  Borrower  shall pay to Lender,  immediately  and
without  demand by Lender,  a late  charge  equal to five  percent  (5%) of such
amount  (unless  applicable  law requires a lesser  amount be charged,  in which
event such lesser amount shall be substituted).  Borrower  acknowledges that its
failure to make timely payments will cause Lender to incur  additional  expenses
in servicing and processing  the loan  evidenced by this Note (the "Loan"),  and
that it is extremely  difficult and  impractical to determine  those  additional
expenses.  Borrower  agrees  that  the  late  charge  payable  pursuant  to this
Paragraph  represents a fair and  reasonable  estimate,  taking into account all
circumstances  existing  on the date of this Note,  of the  additional  expenses
Lender will incur by reason of such late payment.  The late charge is payable in
addition  to,  and not in lieu of, any  interest  payable  at the  Default  Rate
pursuant to Paragraph 8.

8. Default Rate. So long as (a) any monthly  installment under this Note remains
past due for thirty  (30) days or more,  or (b) any other  Event of Default  has
occurred and is continuing,  interest under this Note shall accrue on the unpaid
principal  balance from the earlier of the due date of the first unpaid  monthly
installment or the occurrence of such other Event of Default, as applicable,  at
a rate (the "Default  Rate") equal to the lesser of four (4)  percentage  points
above  the rate  stated  in the first  paragraph  of this  Note and the  maximum
interest rate which may be collected from Borrower under  applicable law. If the
unpaid  principal  balance and all accrued  interest are not paid in full on the
Maturity Date, the unpaid principal  balance and all accrued interest shall bear
interest from the Maturity Date at the Default Rate.  Borrower also acknowledges
that its failure to make timely  payments will cause Lender to incur  additional
expenses in servicing and  processing the Loan,  that,  during the time that any
monthly  installment  under this Note is  delinquent  for more than  thirty (30)
days,  Lender will incur  additional costs and expenses arising from its loss of
the use of the money due and from the adverse impact on Lender's ability to meet
its other  obligations and to take advantage of other investment  opportunities,
and that it is extremely difficult and impractical to determine those additional
costs and expenses.  Borrower also  acknowledges  that, during the time that any
monthly installment under this Note is delinquent for more than thirty (30) days
or any other Event of Default has occurred and is  continuing,  Lender's risk of
nonpayment of this Note will be  materially  increased and Lender is entitled to
be compensated for such increased risk. Borrower agrees that the increase in the
rate of interest  payable under this Note to the Default Rate  represents a fair
and reasonable estimate,  taking into account all circumstances  existing on the
date of this Note,  of the  additional  costs and expenses  Lender will incur by
reason of the  Borrower's  delinquent  payment and the  additional  compensation
Lender is entitled to receive for the increased  risks of nonpayment  associated
with a delinquent loan.

9.    Limits on Personal Liability.

(a) Except as otherwise  provided in this  Paragraph 9,  Borrower  shall have no
personal  liability  under this Note, the Security  Instrument or any other Loan
Document for the repayment of the  Indebtedness  or for the  performance  of any
other  obligations  of Borrower  under the Loan  Documents,  and  Lender's  only
recourse for the  satisfaction of the  Indebtedness  and the performance of such
obligations  shall be Lender's  exercise of its rights and remedies with respect
to the Mortgaged  Property and any other  collateral  held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit or
impair  Lender's  enforcement  of  its  rights  against  any  guarantor  of  the
Indebtedness or any guarantor of any obligations of Borrower.

(b) Borrower shall be personally liable to Lender for the repayment of a portion
of the Indebtedness equal to zero percent (0%) of the original principal balance
of this Note,  plus any other amounts for which Borrower has personal  liability
under this Paragraph 9.

(c) In addition to Borrower's  personal liability under Paragraph 9(b), Borrower
shall be personally  liable to Lender for the repayment of a further  portion of
the  Indebtedness  equal to any loss or damage suffered by Lender as a result of
(1) failure of  Borrower to pay to Lender upon demand  after an Event of Default
all  Rents to which  Lender  is  entitled  under  Section  3(a) of the  Security
Instrument  and the amount of all security  deposits  collected by Borrower from
tenants  then in  residence;  (2)  failure of  Borrower  to apply all  insurance
proceeds and condemnation  proceeds as required by the Security  Instrument;  or
(3)  failure of Borrower to comply  with  Section  14(d) or (e) of the  Security
Instrument relating to the delivery of books and records, statements,  schedules
and reports.

(d) For purposes of determining  Borrower's  personal  liability under Paragraph
9(b) and Paragraph  9(c), all payments made by Borrower or any guarantor of this
Note with respect to the  Indebtedness  and all amounts  received by Lender from
the  enforcement  of its rights under the Security  Instrument  shall be applied
first to the  portion of the  Indebtedness  for which  Borrower  has no personal
liability.

(e) Borrower shall become  personally  liable to Lender for the repayment of all
of the  Indebtedness  upon the  occurrence  of any of the  following  Events  of
Default: (1) Borrower's acquisition of any property or operation of any business
not  permitted  by  Section  33 of  the  Security  Instrument;  (2)  a  Transfer
(including,  but not  limited  to,  a lien or  encumbrance)  that is an Event of
Default  under  Section  21 of the  Security  Instrument,  other than a Transfer
consisting  solely of the  involuntary  removal or  involuntary  withdrawal of a
general  partner in a limited  partnership  or a manager in a limited  liability
company; or (3) fraud or written material  misrepresentation  by Borrower or any
officer,  director,  partner,  member or employee of Borrower in connection with
the  application  for or  creation  of the  Indebtedness  or any request for any
action or consent by Lender.

(f) In addition to any personal  liability for the Indebtedness,  Borrower shall
be  personally  liable to Lender for (1) the  performance  of all of  Borrower's
obligations   under  Section  18  of  the  Security   Instrument   (relating  to
environmental  matters);  (2) the costs of any audit under  Section 14(d) of the
Security  Instrument;  and (3) any  costs  and  expenses  incurred  by Lender in
connection  with the  collection of any amount for which  Borrower is personally
liable under this  Paragraph  9,  including  fees and out of pocket  expenses of
attorneys and expert witnesses and the costs of conducting any independent audit
of Borrower's  books and records to determine the amount for which  Borrower has
personal liability.

(g) To the extent that Borrower has personal  liability  under this Paragraph 9,
Lender may exercise its rights  against  Borrower  personally  without regard to
whether  Lender has exercised any rights  against the Mortgaged  Property or any
other  security,  or pursued any rights  against any  guarantor,  or pursued any
other rights available to Lender under this Note, the Security  Instrument,  any
other Loan  Document or  applicable  law. For purposes of this  Paragraph 9, the
term "Mortgaged Property" shall not include any funds that (1) have been applied
by Borrower as required or  permitted by the  Security  Instrument  prior to the
occurrence  of an  Event of  Default  or (2)  Borrower  was  unable  to apply as
required  or  permitted  by the  Security  Instrument  because of a  bankruptcy,
receivership, or similar judicial proceeding. To the fullest extent permitted by
applicable  law, in any action to enforce  Borrower's  personal  liability under
this  Paragraph  9,  Borrower  waives  any  right  to set off the  value  of the
Mortgaged Property against such personal liability.

10.   Voluntary and Involuntary Prepayments.

(a) A prepayment premium shall be payable in connection with any prepayment (any
receipt by Lender of  principal,  other than  principal  required  to be paid in
monthly installments pursuant to Paragraph 3(b), prior to the scheduled Maturity
Date set forth in Paragraph 3(c)) under this Note as provided below:

(1) Borrower may voluntarily  prepay all of the unpaid principal balance of this
Note on a Business Day  designated as the date for such  prepayment in a written
notice from  Borrower to Lender given at least 30 days prior to the date of such
prepayment.  Such prepayment shall be made by paying (A) the amount of principal
being prepaid,  (B) all accrued  interest,  (C) all other sums due Lender at the
time of such prepayment,  and (D) the prepayment premium calculated  pursuant to
Paragraph  10(c).  For all  purposes  including  the  accrual of  interest,  any
prepayment received by Lender on any day other than the last calendar day of the
month  shall be deemed to have been  received on the last  calendar  day of such
month.  For purposes of this Note,  a "Business  Day" means any day other than a
Saturday,  Sunday  or any other  day on which  Lender is not open for  business.
Unless expressly provided for in the Loan Documents, Borrower shall not have the
option to  voluntarily  prepay  less than all of the unpaid  principal  balance.
However,  if a partial  prepayment  is provided for in the Loan  Documents or is
accepted by Lender in  Lender's  discretion,  a  prepayment  premium  calculated
pursuant to Paragraph 10(c) shall be due and payable by Borrower.

(2) Upon  Lender's  exercise  of any  right of  acceleration  under  this  Note,
Borrower shall pay to Lender, in addition to the entire unpaid principal balance
of this  Note  outstanding  at the  time of the  acceleration,  (A) all  accrued
interest  and  all  other  sums  due  Lender,  and (B)  the  prepayment  premium
calculated pursuant to Paragraph 10(c).

(3) Any  application  by  Lender  of any  collateral  or other  security  to the
repayment of any portion of the unpaid  principal  balance of this Note prior to
the  Maturity  Date and in the absence of  acceleration  shall be deemed to be a
partial prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.

(b)  Notwithstanding  the provisions of Paragraph  10(a), no prepayment  premium
shall be payable with respect to (A) any prepayment  made during the period from
one  hundred  eighty  (180)  days  before  the  scheduled  Maturity  Date to the
scheduled  Maturity  Date,  or (B) any  prepayment  occurring as a result of the
application of any insurance  proceeds or condemnation  award under the Security
Instrument.

(c) Any prepayment premium payable under this Note shall be computed as follows:

            (1) If the  prepayment is made between the date of this Note and the
date  that is 180  months  after  the  first  day of the  first  calendar  month
following the date of this Note (the "Yield Maintenance Period"), the prepayment
premium shall be whichever is the greater of subparagraphs (i) and (ii) below:

            (i)   1.0% of the unpaid principal balance of this Note; or

            (ii)  the product obtained by multiplying:

                  (A)   the amount of principal being prepaid,
                  by
                  (B)   the  excess (if  any) of the  Monthly Note Rate over the
                        Assumed Reinvestment Rate,
                  by
                  (C)   the Present Value Factor.

            For purposes of subparagraph  (ii), the following  definitions shall
apply:

            Monthly Note Rate: one-twelfth (1/12) of the annual interest rate of
            this Note, expressed as a decimal calculated to five digits.

            Prepayment Date: in the case of a voluntary prepayment,  the date on
            which the  prepayment  is made;  in the case of the  application  by
            Lender of  collateral  or  security  to a portion  of the  principal
            balance,  the date of such  application;  and in any other case, the
            date on which Lender  accelerates  the unpaid  principal  balance of
            this Note.

            Assumed  Reinvestment Rate:  one-twelfth (1/12) of the yield rate as
            of the date 5 Business Days before the Prepayment Date, on the 7.50%
            U.S. Treasury Security due November 1, 2016, as reported in The Wall
            Street Journal, expressed as a decimal calculated to five digits. In
            the event that no yield is published on the applicable  date for the
            Treasury Security used to determine the Assumed  Reinvestment  Rate,
            Lender,  in its discretion,  shall select the non-callable  Treasury
            Security  maturing  in  the  same  year  as  the  Treasury  Security
            specified  above with the lowest yield  published in The Wall Street
            Journal as of the applicable  date. If the publication of such yield
            rates in The Wall  Street  Journal is  discontinued  for any reason,
            Lender  shall select a security  with a comparable  rate and term to
            the Treasury  Security  used to determine  the Assumed  Reinvestment
            Rate.  The  selection  of an  alternate  security  pursuant  to this
            Paragraph shall be made in Lender's discretion.

            Present Value Factor: the factor that discounts to present value the
            costs  resulting  to Lender from the  difference  in interest  rates
            during the months remaining in the Yield Maintenance  Period,  using
            the Assumed  Reinvestment  Rate as the discount  rate,  with monthly
            compounding, expressed numerically as follows:

                                     [OBJECT OMITTED]

            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

            (2) If the  prepayment  is made  after the  expiration  of the Yield
Maintenance  Period but before the period set forth in Paragraph 10(b)(A) above,
the  prepayment  premium shall be 1.0% of the unpaid  principal  balance of this
Note.

(d) Any  permitted  or  required  prepayment  of less than the unpaid  principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly  installments or change the amount of such  installments,  unless Lender
agrees otherwise in writing.

(e) Borrower  recognizes that any prepayment of the unpaid principal  balance of
this Note,  whether  voluntary or  involuntary  or  resulting  from a default by
Borrower,  will result in Lender's incurring loss, including  reinvestment loss,
additional expense and frustration or impairment of Lender's ability to meet its
commitments  to third  parties.  Borrower  agrees to pay to Lender  upon  demand
damages  for the  detriment  caused by any  prepayment,  and  agrees  that it is
extremely  difficult  and  impractical  to ascertain the extent of such damages.
Borrower  therefore  acknowledges  and agrees that the  formula for  calculating
prepayment  premiums set forth in this Note represents a reasonable  estimate of
the damages Lender will incur because of a prepayment.

(f) Borrower further acknowledges that the prepayment premium provisions of this
Note are a material part of the  consideration  for the Loan,  and  acknowledges
that the terms of this Note are in other  respects more favorable to Borrower as
a  result  of the  Borrower's  voluntary  agreement  to the  prepayment  premium
provisions.

11.  Costs and  Expenses.  To the  fullest  extent  allowed by  applicable  law,
Borrower  shall pay all expenses  and costs,  including  fees and  out-of-pocket
expenses  of  attorneys  (including  Lender's  in-house  attorneys)  and  expert
witnesses  and  costs of  investigation,  incurred  by Lender as a result of any
default under this Note or in connection  with efforts to collect any amount due
under  this  Note,  or to  enforce  the  provisions  of any of  the  other  Loan
Documents,  including those incurred in post-judgment  collection efforts and in
any  bankruptcy  proceeding  (including any action for relief from the automatic
stay of any  bankruptcy  proceeding)  or  judicial or  non-judicial  foreclosure
proceeding.

12.  Forbearance.  Any  forbearance  by Lender in exercising any right or remedy
under  this  Note,  the  Security  Instrument,  or any other  Loan  Document  or
otherwise  afforded by applicable  law, shall not be a waiver of or preclude the
exercise of that or any other right or remedy.  The  acceptance by Lender of any
payment after the due date of such  payment,  or in an amount which is less than
the required payment,  shall not be a waiver of Lender's right to require prompt
payment  when due of all other  payments or to exercise any right or remedy with
respect to any  failure to make  prompt  payment.  Enforcement  by Lender of any
security for  Borrower's  obligations  under this Note shall not  constitute  an
election by Lender of remedies so as to preclude the exercise of any other right
or remedy available to Lender.

13.  Waivers.  Presentment,  demand,  notice  of  dishonor,  protest,  notice of
acceleration,  notice of intent to demand or  accelerate  payment  or  maturity,
presentment  for  payment,  notice  of  nonpayment,   grace,  and  diligence  in
collecting  the  Indebtedness  are  waived by  Borrower  and all  endorsers  and
guarantors of this Note and all other third party obligors.

14. Loan Charges. Neither this Note nor any of the other Loan Documents shall be
construed  to create a contract for the use,  forbearance  or detention of money
requiring  payment of interest at a rate greater than the maximum  interest rate
permitted to be charged under applicable law. If any applicable law limiting the
amount of interest or other charges  permitted to be collected  from Borrower in
connection  with the Loan is  interpreted  so that any  interest or other charge
provided for in any Loan  Document,  whether  considered  separately or together
with other charges  provided for in any other Loan Document,  violates that law,
and Borrower is entitled to the benefit of that law,  that interest or charge is
hereby reduced to the extent necessary to eliminate that violation. The amounts,
if any,  previously  paid to Lender in excess of the permitted  amounts shall be
applied by Lender to reduce the unpaid  principal  balance of this Note. For the
purpose  of  determining  whether  any  applicable  law  limiting  the amount of
interest or other  charges  permitted  to be  collected  from  Borrower has been
violated,  all  Indebtedness  that  constitutes  interest,  as well as all other
charges made in connection with the Indebtedness that constitute interest, shall
be deemed to be allocated  and spread  ratably over the stated term of the Note.
Unless otherwise required by applicable law, such allocation and spreading shall
be  effected  in such a manner  that the rate of interest so computed is uniform
throughout the stated term of the Note.

15.  Commercial  Purpose.  Borrower  represents  that the  Indebtedness is being
     incurred  by  Borrower  solely for the purpose of carrying on a business or
     commercial  enterprise,   and  not  for  personal,   family,  household  or
     agricultural purposes.

16.  Counting  of  Days.  Except  where  otherwise  specifically  provided,  any
     reference  in this Note to a period  of "days"  means  calendar  days,  not
     Business Days.

17.  Governing  Law. This Note shall be governed by the law of the  jurisdiction
     in which the Land is located.

18.  Captions.  The captions of the paragraphs of this Note are for  convenience
     only and shall be disregarded in construing this Note.

19.   Notices;   Written   Modifications.   All   notices,   demands  and  other
communications  required or permitted to be given by Lender to Borrower pursuant
to this  Note  shall be given in  accordance  with  Section  31 of the  Security
Instrument.  Any  modification  or amendment  to this Note shall be  ineffective
unless  in  writing  signed  by  the  party  sought  to  be  charged  with  such
modification or amendment;  provided,  however,  that in the event of a Transfer
under  the  terms  of  the  Security  Instrument,  any  or  some  or  all of the
Modifications  to Multifamily Note may be modified or rendered void by Lender at
Lender's option by notice to Borrower/transferee.

20. Consent to  Jurisdiction  and Venue.  Borrower  agrees that any  controversy
arising under or in relation to this Note shall be litigated  exclusively in the
jurisdiction  in which the Land is located (the  "Property  Jurisdiction").  The
state and federal  courts and  authorities  with  jurisdiction  in the  Property
Jurisdiction  shall have exclusive  jurisdiction  over all  controversies  which
shall arise under or in relation to this Note. Borrower  irrevocably consents to
service,  jurisdiction,  and venue of such  courts for any such  litigation  and
waives  any other  venue to which it might be  entitled  by virtue of  domicile,
habitual residence or otherwise.

21. WAIVER OF TRIAL BY JURY.  BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT A
TRIAL  BY JURY  WITH  RESPECT  TO ANY  ISSUE  ARISING  OUT OF  THIS  NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES  ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT  EXISTS NOW OR IN THE  FUTURE.  THIS WAIVER OF
RIGHT  TO  TRIAL  BY JURY IS  SEPARATELY  GIVEN  BY EACH  PARTY,  KNOWINGLY  AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

      ATTACHED EXHIBIT.  The following Exhibit is attached to this Note:

            -----
             X       Exhibit A     Modifications to Multifamily Note
            -----

      IN WITNESS WHEREOF, Borrower has signed and delivered this Note under seal
or has  caused  this  Note to be signed  and  delivered  under  seal by its duly
authorized representative. Borrower intends that this Note shall be deemed to be
signed and delivered as a sealed instrument.





                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



<PAGE>


                                    HUNTERS GLEN AP XII LIMITED PARTNERSHIP, a
                                       South Carolina limited partnership

                                    By:Hunters Glen Phase V GP, L.L.C., a South
                                       Carolina limited liability company, its
                                       General Partner

                                       By:  Angeles Partners XII, a California
                                            limited partnership, its Sole Member

                                            By: Angeles Realty Corporation II, a
                                                California corporation, its
                                                Managing General Partner



                                                  By:  _______________________
                                                       Patti K. Fielding
                                                       Senior Vice President



                                   95-3903623
                                  Borrower's Social Security/Employer ID Number







<PAGE>


PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE  CORPORATION,  WITHOUT  RECOURSE,
THIS _____ DAY OF DECEMBER, 2001.

GMAC COMMERCIAL MORTGAGE CORPORATION, a
   California corporation



By:_________________________________
   Robert D. Falese, III
   Vice President


<PAGE>



                                                                        PAGE A-1
                                    EXHIBIT A

                        MODIFICATIONS TO MULTIFAMILY NOTE

The following  modifications are made to the text of the Note that precedes this
Exhibit:

1.    The first sentence of Paragraph 8 of the Note  ("Default  Rate") is hereby
      deleted and replaced with the following:

            So long as (a) any monthly  installment under this Note remains past
            due for more than thirty (30) days or (b) any other event of Default
            has  occurred  and is  continuing,  interest  under  this Note shall
            accrue on the unpaid  principal  balance from the earlier of the due
            date of the first unpaid  monthly  installment  or the occurrence of
            such other Event of Default, as applicable,  at a rate (the "Default
            Rate")  equal to the lesser of (1) the maximum  interest  rate which
            may be  collected  from  Borrower  under  applicable  law or (2) the
            greater of (i) three  percent (3%) above the  Interest  Rate or (ii)
            four percent  (4.0%) above the  then-prevailing  Prime Rate. As used
            herein,  the term  "Prime  Rate"  shall  mean  the rate of  interest
            announced by The Wall Street Journal from time to time as the "Prime
            Rate".

2.  Paragraph 9(c) of the Note is amended to add the following subparagraph (4):

(4)            failure  by  Borrower  to pay the  amount  of the water and sewer
               charges, taxes, fire, hazard or other insurance premiums,  ground
               rents,  assessments or other charges in accordance with the terms
               of the Security Instrument.

3.    Paragraph 19 is modified by deleting:  "; provided,  however,  that in the
      event of a Transfer  under the terms of the  Security  Instrument,  any or
      some or all of the  Modifications  to Multifamily  Note may be modified or
      rendered   void   by   Lender   at   Lender's    option   by   notice   to
      Borrower/transferee" in the last sentence of the Paragraph;  and by adding
      the following new sentence:

            The  Modifications  to Multifamily  Note set forth in this Exhibit A
            shall be null and void  unless  title to the  Mortgaged  Property is
            vested in an entity whose  Controlling  Interest(s)  are directly or
            indirectly  held by AIMCO  REIT or AIMCO OP. The  capitalized  terms
            used in this paragraph are defined in the Security Instrument.