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

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

                 For the fiscal year ended December 31, 2000

[ ]   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.  $22,033,000

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, 2000. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

                                     PART I

Item 1.  Description of Business

Angeles  Partners XII (the  "Partnership"  or  "Registrant")  is a publicly-held
limited  partnership  organized under the California Uniform Limited Partnership
Act 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  pursuant to a  Registration
Statement  filed with the Securities and Exchange  Commission up to 80,000 Units
of Limited  Partnership  Interest at a purchase  price of $1,000 per Unit with a
minimum purchase of 5 Units. The Managing General Partner contributed capital in
the  amount  of  $1,000  for a 1%  interest  in the  Partnership.  The  offering
terminated  on  February  13,  1985.  Upon  termination  of  the  offering,  the
Registrant had sold 44,773 units aggregating $44,773,000.

The  Registrant  is engaged in the business of operating and holding real estate
properties for investment.  In 1984 and 1985 during its acquisition  phase,  the
Registrant   acquired  ten  existing  apartment   properties  and  one  existing
commercial  property.  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"), along with two other related 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. As of December 31, 2000, the  Partnership  continues to
own and  operate  eight  apartment  complexes.  (see  "Item  2,  Description  of
Properties").

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

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

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.

Transfer of Control

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


<PAGE>



Item 2.  Description of Property:

The following table sets forth the Registrant's  investments in properties as of
December 31, 2000:

                              Date of
Property                      Purchase         Type of Ownership           Use

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

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

Gateway Gardens Apartments    12/21/84   Fee ownership subject to      Apartment
 Cedar Rapids, Iowa                      first and second mortgages(2) 328 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 and second mortgages(2) 304 units

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

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

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

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

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

The  Partnership  also had a 44.5%  investment in Princeton  Meadows Golf Course
Joint  Venture  ("Joint  Venture").  The  Partnership  entered  into  a  General
Partnership  Agreement  with  Angeles  Income  Properties,  Ltd.  II and Angeles
Partners XI, both California partnerships and affiliates of the Managing General
Partner, to form the Joint Venture. On February 26, 1999, the Joint Venture sold
its only investment property,  Princeton Meadows Golf Course, to an unaffiliated
third party. (See "Note G" of the consolidated  financial statements included in
"Item 7. Financial Statements").


<PAGE>



Schedule of Properties:

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

<TABLE>
<CAPTION>

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

<S>                         <C>         <C>         <C>         <C>       <C>
Briarwood Apartments        $ 1,980     $ 1,400     5-40 yrs    (1)       $  603
Chambers Ridge Apts          12,679       8,174     5-40 yrs    (1)        4,480
Gateway Gardens Apts          8,356       6,362     5-40 yrs    (1)        2,066
Hunter Glen Apts-IV          12,326       7,964     5-40 yrs    (1)        4,287
Hunter Glen Apts-V           14,441       9,228     5-40 yrs    (1)        5,065
Hunter Glen Apts-VI          15,583       9,995     5-40 yrs    (1)        4,740
Pickwick Place Apts          11,339       6,831     5-40 yrs    (1)        3,870
Twin Lake Towers Apts        19,812      12,614     5-40 yrs    (1)        6,446

                            $96,516     $62,568                          $31,557
</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.


<PAGE>


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             2000        Rate     Amortized   Date (2)     Maturity
                        (in thousands)                                  (in thousands)

Briarwood Apartments
<S>                         <C>          <C>      <C>          <C>        <C>
  1st mortgage              $ 1,486      7.83%    28.67 yrs    10/2003    $ 1,404
  2nd mortgage                   50      7.83%       (1)       10/2003         50
Chambers Ridge Apts
  1st mortgage                5,132      7.83%    28.67 yrs    10/2003      4,849
  2nd mortgage                  174      7.83%       (1)       10/2003        174
Gateway Gardens
  1st mortgage                5,988      7.83%    28.67 yrs    10/2003      5,657
  2nd mortgage                  203      7.83%       (1)       10/2003        203
Hunters Glen Apts IV
  1st mortgage                8,088      8.43%    28.67 yrs    10/2003      7,787
Hunters Glen Apts V
  1st mortgage                8,383      7.83%    28.67 yrs    10/2003      7,920
  2nd mortgage                  285      7.83%       (1)       10/2003        285
Hunters Glen Apts VI
  1st mortgage                8,725      7.83%    28.67 yrs    10/2003      8,243
  2nd mortgage                  297      7.83%       (1)       10/2003        297
Pickwick Place Apts
  1st mortgage                6,227      9.10%     28 yrs      05/2005      5,775
Twin Lake Towers Apts
  1st mortgage               10,354      7.83%    28.67 yrs    10/2003      9,782
  2nd mortgage                  352      7.83%       (1)       10/2003        352
                             55,744
Less unamortized
  discounts                    (384)

                            $55,360                                       $52,778
</TABLE>

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


<PAGE>


Rental Rates and Occupancy:

Average  annual  rental rate and  occupancy  for 2000 and 1999 for each property
were as follows:

                                        Average Annual            Average Annual
                                         Rental Rates                Occupancy
                                          (per unit)
 Property                            2000           1999        2000        1999

 Briarwood Apartments              $ 7,166        $ 6,778        96%         98%
 Chambers Ridge Apartments           7,188          6,967        96%         95%
 Gateway Gardens Apartments          6,955          6,712        97%         97%
 Hunters Glen Apartments - IV       10,140          9,415        97%         97%
 Hunters Glen Apartments - V        10,211          9,520        95%         97%
 Hunters Glen Apartments - VI       10,030          9,341        97%         96%
 Pickwick Place Apartments           7,492          7,355        91%         91%
 Twin Lake Towers Apartments         9,620          9,027        96%         98%

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, 2000, 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 2000 for each property were:

                                    2000             2000
                                   Billing           Rate
                               (in thousands)

Briarwood Apartments               $ 79              3.50%
Chambers Ridge Apartments            174             3.00%
Gateway Gardens Apartments           265             3.20%
Hunters Glen Apartments-IV           313             2.78%
Hunters Glen Apartments-V            339             2.78%
Hunters Glen Apartments-VI           343             2.78%
Pickwick Place Apartments            207             7.69%
Twin Lake Towers Apartments          283             5.55%


<PAGE>



Capital Improvements:

Briarwood Apartments: The Partnership completed approximately $31,000 in capital
expenditures  at Briarwood  Apartments  during the year ending December 31, 2000
consisting  primarily  of  air  conditioning  upgrades  and  carpet,  vinyl  and
appliance replacements. These improvements were funded primarily from cash flow.
The  Partnership is currently  evaluating the capital  improvement  needs of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $275 per unit or $20,075.  Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Chambers Ridge Apartments:  The Partnership completed  approximately $741,000 in
capital  expenditures  at Chambers Ridge during the year ended December 31, 2000
consisting  primarily  of  pool  installation,   heating  upgrades,   structural
improvements,  major landscaping,  parking lot upgrades,  flooring and appliance
replacements,  equipment  purchases,  interior painting,  and plumbing upgrades.
These  improvements  were funded from cash flow and  replacement  reserves.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $275 per unit or $89,100.  Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Gateway Gardens:  The Partnership  completed  approximately  $122,000 in capital
expenditures  at  Gateway  Gardens  during the year  ending  December  31,  2000
consisting   primarily  of  interior   improvements,   HVAC   upgrades,   carpet
replacement,   recreational  facility  upgrades,   and  new  appliances.   These
improvements were funded primarily from cash flow and replacement reserves.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $275 per unit or $90,200.  Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Hunters Glen IV: The  Partnership  completed  approximately  $630,000 in capital
expenditures  at  Hunters  Glen IV during  the year  ending  December  31,  2000
consisting primarily of structural improvements,  interior improvements, parking
lot upgrades, grounds improvements, appliance and cabinet replacements, exterior
painting,  flooring  replacement and major landscaping.  These improvements were
funded  primarily from cash flow and  replacement  reserves.  The Partnership is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year. The minimum amount to be budgeted is expected to be $275 per unit
or $72,600.  Additional  improvements  may be considered  and will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

Hunters  Glen V: The  Partnership  completed  approximately  $926,000 in capital
expenditures  at  Hunters  Glen V  during  the year  ending  December  31,  2000
consisting primarily of structural improvements,  major landscaping, parking lot
upgrades,  exterior  painting  and  flooring  and  cabinet  replacements.  These
improvements were funded primarily from cash flow and replacement reserves.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $275 per unit or $83,600.  Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Hunters Glen VI: The  Partnership  completed  approximately  $911,000 in capital
expenditures  at  Hunters  Glen VI during  the year  ending  December  31,  2000
consisting primarily of interior  improvements,  exterior painting,  parking lot
upgrades, structural improvements,  major landscaping,  grounds improvements and
flooring and cabinet replacements. These improvements were funded primarily from
cash flow. The Partnership is currently evaluating the capital improvement needs
of the  property  for the upcoming  year.  The minimum  amount to be budgeted is
expected  to be  $275  per  unit  or  $90,200.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.


<PAGE>



Pickwick Place Apartments:  The Partnership completed  approximately $471,000 in
capital  expenditures  at  Pickwick  Place  Apartments  during  the year  ending
December  31,  2000  consisting  primarily  of carpet  and  vinyl  replacements,
building  improvements,  new  appliances and other general  enhancements.  These
improvements  were funded  primarily  from  operating  cash flow.  In  addition,
approximately  $557,000 was capitalized during the year ended December 31, 2000,
associated with  reconstruction of the property's indoor tennis court and nearby
maintenance  shed  which  were  destroyed  by  a  fire  in  August  1999.  These
improvements  were funded by operating  cash flow 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 $275 per unit or $92,400.  Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Twin Lake Towers Apartments:  The Partnership completed approximately $1,181,000
in capital  expenditures at Twin Lake Towers during the year ending December 31,
2000 consisting primarily of appliance replacement, heating and air conditioning
upgrades,  new appliances,  sprinkler system improvements,  electrical upgrades,
cabinet  replacements,  and other  building and structural  improvements.  These
improvements were funded primarily from cash flow and replacement reserves.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $275 per unit or $109,725. Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Item 3.  Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  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 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 Insignia  Merger.  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

<PAGE>


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,  and  defendants  are scheduled to respond to the complaint by
March 2, 2001. On March 2, 2001, the Managing General Partner and its affiliates
filed a demurrer to the third amended  complaint.  The Managing  General Partner
does not anticipate that costs associated with this case will be material to the
Partnership's overall operations.

Yanesh  Brothers  Construction  commenced  an  action  against  the  Partnership
entitled  Yanesh Brothers  Construction  Company,  Inc. v. Insignia  Residential
Group,  L.P., AIMCO Management  Company,  et al. in the Court of Common Pleas in
Lake County, Ohio. The plaintiff was hired by AIMCO on behalf of the Partnership
to repair damages  caused by a fire at  Southpointe  Apartments in October 1998.
The plaintiff sought payment of $330,000 under its repair contract. Although the
Partnership had insured  Southpointe  Apartments  against this type of loss, the
insurance  company refused to pay the claim. The plaintiff was seeking recovery,
in  the  alternative,   from  the  owner  and  manager  of  the  property.   The
Partnership's  insurance  broker and the property  damage  insurer were added as
third  party  defendants  to the Yanesh  Brothers  claim.  The  Partnership  had
recorded a reserve for $330,000,  which was the amount of the claim. In November
2000,  the  Partnership  reached an  agreement  on a  settlement  in  principle,
pursuant  to which  the  Partnership  received  approximately  $517,000  in full
payment of its insurance claim and the Partnership  paid Yanesh $300,000 in full
payment of its claim under the construction contract.

The Partnership is a party to certain legal actions resulting from its operating
activities.  These actions are routine litigation and administrative proceedings
arising in the  ordinary  course of business  and none of which are  expected to
have a  material  adverse  effect on the  consolidated  financial  condition  or
results of operations of the Partnership.

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

The Unit  holders  of the  Partnership  did not vote on any  matter  during  the
quarter ended December 31, 2000.


<PAGE>


                                     PART II

Item 5.  Market for the Partnership's Common Equity and Related Security
         Holder Matters

The  Partnership,  a  publicly-held  limited  partnership,  sold 44,773  Limited
Partnership  Units during its offering  period through  February 13, 1985. As of
December 31, 2000,  the  Partnership  had 1,471  Limited  Partners of record and
44,718  Limited  Partnership  Units  outstanding.   As  of  December  31,  2000,
affiliates of the Managing General Partner own 29,349 limited  partnership units
or 65.63% of the  outstanding  Partnership  Units.  No public trading market has
developed  for the  Units,  and it is not  anticipated  that such a market  will
develop in the future.

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

                                                Distributions
                                                            Per Limited
                                        Aggregate        Partnership Unit

       01/01/99 - 12/31/99             $3,285,000 (1)         $68.45
       01/01/00 - 12/31/00              3,928,000 (2)          86.97
      Subsequent to 12/31/00            1,750,000 (2)          38.75

(1)   Consists of $615,000  cash from  operations  and  $2,670,000  of surplus
funds.

(2)   Distribution was made from operations.

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings,  and/or property sales. The Partnership's  distribution  policy is
reviewed on a quarterly  basis.  There can be no assurance that the  Partnership
will  generate   sufficient  funds  from  operations,   after  required  capital
expenditures,  to permit any additional distributions to its partners in 2001 or
subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 29,349 limited partnership
units in the Partnership  representing 65.63% of the outstanding units. 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.  In this  regard,  on July 24, 2000,  an  affiliate of AIMCO  commenced a
tender offer to purchase any and all of the remaining  partnership interests for
a purchase price of $804.  This offer expired on September 28, 2000 with a total
of 1,996  units  acquired  by an  affiliate  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 65.63%
of the  outstanding  units,  AIMCO is in a  position  to  influence  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.


<PAGE>



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,  2000  was
approximately $2,263,000 compared to net income of approximately $12,516,000 for
the corresponding  period in 1999. The decrease in net income for the year ended
December 31, 2000 is primarily due to the decrease in total  revenues  resulting
from the gain on the sale of Cooper  Point  Plaza and the equity in income  from
the sale of Princeton  Meadows Golf Course in the first  quarter of 1999 and the
sale  of  Southpointe  Apartments  in  the  third  quarter  of  1999  offset  by
extraordinary losses.

On January 4, 1999, the Partnership  sold its only commercial  property,  Cooper
Point  Plaza,  to  an  unaffiliated  third  party  for  net  sales  proceeds  of
approximately  $5,995,000  after  payment  of  closing  costs.  The  Partnership
realized  a gain of  approximately  $2,363,000  on the sale.  In  addition,  the
Partnership  recorded an extraordinary  loss on early  extinguishment of debt of
approximately  $556,000 as a result of  unamortized  debt discount being written
off and the payment of a prepayment penalty of approximately $78,000 relating to
the prepayment of the mortgage encumbering the property.

On  August  6,  1999,  the  Partnership  sold   Southpointe   Apartments  to  an
unaffiliated  third party.  Upon  closing,  the  purchaser  agreed to assume the
mortgage  note  payable  and  other  liabilities  encumbering  the  property  of
approximately   $11,017,000  and  to  pay  the  related   accrued   interest  of
approximately $487,000, outstanding property taxes of approximately $135,000 and
other  liabilities  of  approximately  $64,000.  Consequently,  the  Partnership
received no proceeds  relating to this transaction.  The Partnership  realized a
gain of approximately  $8,528,000 on the sale due to the purchaser's  assumption
of the mortgage balance which exceeded the  undepreciated  value of the property
being written off.

The  Partnership had a 44.5%  investment in Princeton  Meadows Golf Course Joint
Venture. On February 26, 1999, the Joint Venture sold the Princeton Meadows Golf
Course to an unaffiliated third party for gross sale proceeds of $5,100,000. The
Joint  Venture  received net  proceeds of  $3,411,000  after  payment of closing
costs,  and  repayment of the mortgage  principal  and accrued  interest.  As of
December 31, 1999,  the Joint Venture  recorded a gain on sale of  approximately
$3,090,000 after the write-off of undepreciated fixed assets. For the year ended
December  31,  1999,  the  Partnership  realized  equity  in income of the Joint
Venture of  approximately  $1,295,000,  which included its equity in the gain on
disposal of Princeton  Meadows Golf Course of $1,375,000  and the equity in loss
on  operations  of $80,000.  For the year ended  December  31,  2000,  Princeton
Meadows Golf Course did not have any operations,  therefore, the Partnership did
not recognize any equity from the Joint  Venture.  During the fourth  quarter of
2000 all remaining  assets and  liabilities of the Joint Venture were liquidated
and the final tax return was filed.

Excluding  the  impact  of the  operations  and  sale  of  Cooper  Point  Plaza,
Southpointe  Apartments  and the  Princeton  Meadows  Golf  Course,  net  income
increased  approximately $170,000 for the year ended December 31, 2000, compared
to the  corresponding  period in 1999.  The increase in net income was due to an
increase in total revenues  partially  offset by an increase in total  expenses.
The increase in total  revenues was  attributable  to the  recognition  of a net
casualty gain at Pickwick Place Apartments,  an increase in rental income and an
increase in other income. The casualty gain at Pickwick Place Apartments related
to a fire which  destroyed  the indoor  tennis  courts and a nearby  maintenance
shed.  The gain  represents the insurance  proceeds  received as the assets were
fully  depreciated.  Rental  income  increased  as a result of  increases in the
average rental rates at all of the Partnership's properties despite decreases in
occupancy  at  Briarwood  Apartments,  Hunters  Glen  Apartments V and Twin Lake
Towers  Apartments.  Other income  increased as a result of increased  corporate
unit  rentals at Hunters  Glen IV, V, and VI and  interest  income at all of the
investment properties.

The  increase  in total  expenses  was  primarily  the result of an  increase in
depreciation  and  general and  administrative  expenses,  which were  partially
offset by a decrease in interest expense.  Depreciation expense increased due to
increased  property  improvements and replacements at the properties  during the
years ended  December  31, 2000 and 1999.  General  and  administrative  expense
increased due to an increase in management  reimbursements due to an increase in
services  and the  cost of  such  services  provided  by the  corporate  General
Partner.  Interest expense decreased as a result of scheduled principal payments
made on the investment properties' first mortgages.

Included in general and administrative  expense for the years ended December 31,
2000 and 1999 are  management  reimbursements  to the Managing  General  Partner
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 also included.

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.  The casualty  gain
related  to a fire at the  property  in October  1998.  The gain was a result of
insurance  proceeds  of  approximately  $517,000  and the $30,000  reduction  in
payment to Yanesh Brothers  Construction from that previously accrued (see "Note
H" of the  consolidated  financial  statements  included  in "Item 7.  Financial
Statements"). The damaged property was written-off in 1999.

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

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,  2000,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $3,872,000  compared to approximately  $6,891,000 at December 31,
1999. The decrease in cash and cash equivalents of  approximately  $3,019,000 is
due to  approximately  $4,917,000  of cash  used  in  financing  activities  and
approximately $5,680,000 of cash used in investing activities,  partially offset
by approximately $7,578,000 of cash provided by operating activities.  Cash used
in financing  activities  consisted of  distributions  to partners and principal
payments made on the mortgages  encumbering the Partnership's  properties.  Cash
used by investing activities consisted of

<PAGE>


property  improvements and replacements and net deposits to restricted  escrows,
slightly  offset  by  net  insurance  proceeds  related  to the  casualty  gains
discussed  above and  distributions  received from the  Princeton  Meadows Joint
Venture.  The Registrant  invests its working  capital  reserves in money market
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 $275 per unit
or $647,900.  Additional  improvements  may be considered and will depend on the
physical  condition of the properties as well as anticipated cash flow generated
by the  properties.  The capital  expenditures  will be incurred only if cash is
available  from  operations  or  Partnership  reserves.  To the extent that such
budgeted capital  improvements are completed,  the  Partnership's  distributable
cash flow, if any, may be adversely affected at least in the short term.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs (exclusive of capital  improvements)  of the Registrant.  The Registrant's
mortgage  indebtedness  encumbering  its  properties  amounts  to  approximately
$55,360,000,  net of  unamortized  discounts,  with maturity  dates ranging from
October  2003  to  May  2005,   during  which  time  balloon  payments  totaling
$52,778,000 are due. The Managing  General Partner may attempt to refinance such
indebtedness  and/or sell the properties  prior to such maturity  dates.  If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
will risk losing such properties through foreclosure.

During the year ended  December 31, 2000,  the  Partnership  declared and paid a
distribution  from operations of  approximately  $3,928,000  ($3,889,000 paid to
limited  partners or $86.97 per limited  partnership  unit).  In  addition,  the
Partnership  paid a distribution  of  approximately  $120,000  ($119,000 paid to
limited  partners  or  $2.66  per  limited   partnership  unit)  relating  to  a
distribution  payable from operations  declared at December 31, 1999. During the
year ended December 31, 1999, the Partnership declared and paid distributions of
approximately   $3,165,000,  of  which  approximately  $495,000  was  paid  from
operations  ($484,000 paid to limited partners or $10.82 per limited partnership
unit) and  $2,670,000  was paid from  surplus cash  ($2,458,000  paid to limited
partners or $54.97 per limited  partnership  unit).  Also in January  1999,  the
Partnership  paid a distribution of  approximately  $650,000 to limited partners
($14.54 per limited  partnership  unit) relating to a distribution  payable from
surplus  funds as of December 31,  1998.  Subsequent  to December 31, 2000,  the
Partnership  declared and paid a distribution  from operations of  approximately
$1,750,000  ($1,733,000  to limited  partners or $38.75 per limited  partnership
unit). Future cash distributions will depend on the levels of net cash generated
from  operations,  the  availability  of cash  reserves,  and the timing of debt
maturities,  refinancings, and/or property sales. The Partnership's distribution
policy is reviewed  on a quarterly  basis.  There can be no  assurance  that the
Partnership  will  generate  sufficient  funds from  operations,  after  planned
capital expenditures, to permit further distributions to its partners during the
remainder of 2001 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 29,349 limited partnership
units in the Partnership  representing 65.63% of the outstanding units. 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.  In this  regard,  on July 24, 2000,  an  affiliate of AIMCO  commenced a
tender offer to purchase any and all of the remaining  partnership interests for
a purchase price of $804.  This offer expired on September 28, 2000 with a total
of 1,996  units  acquired  by an  affiliate  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

<PAGE>


voting to remove the Managing General  Partner.  As a result of its ownership of
65.63% of the outstanding  units, AIMCO is in a position to influence 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.


<PAGE>


Item 7.  Financial Statements


ANGELES PARTNERS XII

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young, LLP Independent Auditors

      Consolidated Balance Sheet - December 31, 2000

      Consolidated  Statements of  Operations - Years ended  December 31, 2000
      and 1999

      Consolidated  Statement of Changes in Partners'  Capital (Deficit) - Years
      ended December 31, 2000 and 1999

      Consolidated  Statements  of Cash Flows - Years ended  December 31, 2000
      and 1999

      Notes to Consolidated Financial Statements


<PAGE>


              Report of Ernst & Young LLP, Independent Auditors



The Partners
Angeles Partners XII


We have audited the accompanying  consolidated balance sheet of Angeles Partners
XII as of  December  31,  2000,  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, 2000. 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, 2000, and the consolidated results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2000,  in
conformity with accounting principles generally accepted in the United States.


                                                         /s/ ERNST & YOUNG LLP


Greenville, South Carolina
March 2, 2001



<PAGE>




                              ANGELES PARTNERS XII

                           CONSOLIDATED BALANCE SHEET
                       (in thousands, except unit data)

                                December 31, 2000

<TABLE>
<CAPTION>

Assets
<S>                                                             <C>         <C>
   Cash and cash equivalents                                                $  3,872
   Receivables and deposits                                                      947
   Restricted escrows                                                            894
   Other assets                                                                  827
   Investment properties (Notes C and F):
      Land                                                    $  7,989
      Buildings and related personal property                   88,527
                                                                96,516
      Less accumulated depreciation                            (62,568)       33,948
                                                                            $ 40,488

Liabilities and Partners' Capital (Deficit)
Liabilities
   Accounts payable                                                         $    948
   Tenant security deposit liabilities                                           933
   Accrued property taxes                                                        822
   Other liabilities                                                             808
   Mortgage notes payable (Notes C and F)                                     55,360

Partners' Capital (Deficit)
   General partners                                             $ 95
   Limited partners (44,718 units issued and
      outstanding)                                             (18,478)      (18,383)
                                                                            $ 40,488

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>



                              ANGELES PARTNERS XII

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

                                                                Years Ended
                                                                December 31,
                                                              2000        1999
Revenues:
<S>                                                        <C>          <C>
   Rental income                                           $ 19,407     $ 19,778
   Other income                                               1,573        1,475
   Casualty gain (Note H)                                     1,053           --
   Gain on sale of investment
     properties (Note I)                                         --       10,891
      Total revenues                                         22,033       32,144
Expenses:
   Operating                                                  6,844        7,624
   General and administrative                                   771          592
   Depreciation                                               5,338        4,586
   Interest                                                   4,780        5,496
   Property taxes                                             2,037        1,906
   Casualty loss                                                 --          160
      Total expenses                                         19,770       20,364
Income before equity in income of joint venture
  and extraordinary items                                     2,263       11,780
Equity in income of joint venture (Note G)                       --        1,295
Income before extraordinary items                             2,263       13,075
Equity in extraordinary loss on the
 extinguishment of debt of joint venture (Note G)                --           (3)
Extraordinary loss on extinguishment of debt (Note I)            --         (556)
Net income                                                 $  2,263     $ 12,516

Net income allocated to general partners                   $     23     $    973
Net income allocated to limited partners                      2,240       11,543
                                                           $  2,263     $ 12,516
Net income per limited partnership unit:
    Income before extraordinary items                      $  50.09     $ 270.50
    Extraordinary items                                          --       (12.37)
                                                           $  50.09     $ 258.13

Distributions per limited partnership unit                 $  86.97     $  68.45

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                              ANGELES PARTNERS XII

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


<TABLE>
<CAPTION>

                                         Limited
                                       Partnership    General      Limited
                                          Units       Partners    Partners       Total

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

Partners' deficit
   at December 31, 1998                   44,718      $ (638)     $(25,311)     $(25,949)

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

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

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

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)

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                              ANGELES PARTNERS XII

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands)

<TABLE>
<CAPTION>

                                                                      Year Ended
                                                                    December 31,
                                                                  2000        1999
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net income                                                    $  2,263     $ 12,516
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                    5,338        4,586
   Amortization of discounts, loan costs, and
      leasing commissions                                            276          319
   Equity in extraordinary loss on extinguishment of
      debt of joint venture                                           --            3
   Extraordinary loss on extinguishment of debt                       --          556
   Gain on sale of investment properties                              --      (10,891)
   Equity in income of joint venture                                  --       (1,295)
   Casualty (gain) loss                                           (1,053)         160
   Bad debt                                                          144          295
   Change in accounts:
      Receivables and deposits                                       410          206
      Other assets                                                   (73)         (43)
      Accounts payable                                                 1          167
      Tenant security deposit liabilities                             38          (64)
      Accrued property taxes                                          33         (161)
      Other liabilities                                              201          266
       Net cash provided by operating activities                   7,578        6,620
Cash flows from investing activities:
  Property improvements and replacements                          (6,439)      (6,850)
  Net (deposits to) receipts from restricted escrows                (268)         643
  Repayment of advance to joint venture                               --          149
  Net insurance proceeds related to casualty gain                  1,023           --
  Proceeds from sale of investment properties                         --        5,995
  Distributions from joint venture                                     4        1,323
       Net cash (used in) provided by investing activities        (5,680)       1,260

Cash flows from financing activities:
  Payments on mortgage notes payable                                (869)        (802)
  Repayment of mortgage note                                          --       (3,905)
  Distributions to partners                                       (4,048)      (3,815)
  Debt extinguishment costs                                           --          (78)
       Net cash used in financing activities                      (4,917)      (8,600)

Net decrease in cash and cash equivalents                        (3,019)         (720)

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

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

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 4,528       $ 5,294
Supplemental disclosure of non-cash flow information:
  Property improvements and replacements included
   in accounts payable                                           $ 255        $ 1,124

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


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



Supplemental disclosure of non-cash activities:

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

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

        See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                              ANGELES PARTNERS XII
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000


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, 2000, the Partnership  operates eight residential  properties in or
near major urban areas in the United States.

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

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

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

Upon  the  sale or  other  disposition,  or  refinancing,  of any  asset  of the
Partnership, the distributable net proceeds shall be distributed as follows: (i)
to the Partners in proportion to their interests until the Limited Partners have
received cumulative  distributions equal to their original capital contributions
reduced by the amount of any previous distributions;  (ii) to the Partners until
the Limited Partners have received distributions from all sources equal to their
6% cumulative  distribution;  (iii) to the Managing General Partner until it has
received  an  amount  equal to 3% of the  aggregate  Disposition  Prices  of all
properties or other  investments  sold or otherwise  disposed of, or refinanced;
(iv),  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
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents:  Cash and cash equivalents  includes cash on hand, in
banks and money market accounts.  At certain times, the amount of cash deposited
at a bank may  exceed  the limit on  insured  deposits.  Cash  balances  include
approximately  $2,941,000  at  December  31,  2000  that are  maintained  by the
affiliated  management  company  on  behalf  of  affiliated  entities  in a cash
concentration account.

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

Loan Costs: Loan costs of approximately  $2,116,000 are included in other assets
and are being  amortized on a  straight-line  basis over the lives of the loans.
Accumulated  amortization is approximately  $1,496,000 at December 31, 2000, and
is also included in other assets.

Restricted escrows:

      Capital  Improvement  - At the time of the  refinancings  of the mortgages
      encumbering  Briarwood  Apartments,  Chambers  Ridge  Apartments,  Gateway
      Gardens  Apartments,  Hunters Glen IV, V and VI  Apartments  and Twin Lake
      Towers Apartments, $1,610,000 of the proceeds were designated for "Capital
      Improvement Escrows" for certain capital improvements.  As of December 31,
      2000 all required  improvements were completed.  Accordingly,  at December
      31, 2000, the balance in this escrow account is zero.

      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 $35,000 at December 31, 2000.

      General  Reserve - In addition to the Capital  Improvement and Replacement
      Reserve Escrows,  General Escrow Accounts of  approximately  $711,000 were
      established  in  conjunction  with  the  refinancings.  These  funds  were
      established  to  make  necessary  repairs  and  replacements  of  existing
      improvements,  debt service,  out-of-pocket expenses incurred for ordinary
      and necessary administrative tasks, and payment of real property taxes and
      insurance  premiums.  The Partnership is required to deposit net operating
      income (as defined in the mortgage note) from the refinanced properties to
      the General Escrow  Accounts until the reserve account equals a minimum of
      $200 or a maximum of $400 per apartment unit or $471,000 to $942,000.  The
      balance  in  the  General   Reserve  Account  at  December  31,  2000,  is
      approximately $859,000.

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

Investment   Properties:   Investment  properties  consist  of  eight  apartment
complexes which are stated at cost.  Acquisition  fees are capitalized as a cost
of  real  estate.  In  accordance  with  Financial  Accounting  Standards  Board
Statement No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
Long-Lived Assets to be Disposed Of", the Partnership  records impairment losses
on long-lived assets used in operations when events and  circumstances  indicate
that the assets might be impaired and the  undiscounted  cash flows estimated to
be generated by those assets are less than the carrying amounts of those assets.
For the years ended December 31, 2000 and 1999, no adjustments for impairment of
value were recorded.

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

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

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

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

Advertising  Costs:  The  Partnership  expenses  the  costs  of  advertising  as
incurred. Advertising costs of approximately $194,000 and $222,000 for the years
ended  December  31, 2000 and 1999,  respectively,  are  included  in  operating
expense.

Note B - Transfer of Control

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



<PAGE>



Note C - 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             2000        Interest      Rate       Date        Maturity
                        (in thousands)                                     (in thousands)

Briarwood Apartments
<S>                         <C>            <C>        <C>        <C>        <C>
  1st mortgage              $ 1,486        $ 12       7.83%      10/2003    $ 1,404
  2nd mortgage                   50          (*)      7.83%      10/2003         50
Chambers Ridge Apts
  1st mortgage                5,132          41       7.83%      10/2003      4,849
  2nd mortgage                  174           1       7.83%      10/2003        174
Gateway Gardens
  1st mortgage                5,988          48       7.83%      10/2003      5,657
  2nd mortgage                  203           1       7.83%      10/2003        203
Hunters Glen Apts IV
  1st mortgage                8,088          65       8.43%      10/2003      7,787
Hunters Glen Apts V
  1st mortgage                8,383          67       7.83%      10/2003      7,920
  2nd mortgage                  285           2       7.83%      10/2003        285
Hunters Glen Apts VI
  1st mortgage                8,725          70       7.83%      10/2003      8,243
  2nd mortgage                  297           2       7.83%      10/2003        297
Pickwick Place Apts
  1st mortgage                6,227          54       9.10%      05/2005      5,775
Twin Lake Towers Apts
  1st mortgage               10,354          83       7.83%      10/2003      9,782
  2nd mortgage                  352           2       7.83%      10/2003        352
                             55,744
Less unamortized
  discounts                    (384)

                            $55,360        $448                             $52,778
</TABLE>

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

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

Scheduled  principal  payments of mortgage notes payable  subsequent to December
31, 2000, are as follows (in thousands):

                                2001           $   941
                                2002             1,019
                                2003            47,851
                                2004               117
                                2005             5,816
                                               $55,744

Note D - Income Taxes

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

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

                                               2000        1999

Net income as reported                        $ 2,263    $ 12,516
Add (deduct):
  Depreciation differences                        (88)        719
   Gain on disposition of investment
    property                                       --        (884)
  Unearned income                                   2         107
  Equity in income of joint venture                --        (614)
  Early extinguishment of debt                     --         512
  Discounts on mortgage notes payable             (27)        (27)
  Casualty                                     (1,212)         --
  Other                                            73        (116)
Federal taxable income                        $ 1,011    $ 12,213
Federal taxable income
  per limited partnership unit                $ 22.39    $ 253.89


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

Net liabilities                           $(18,383)
Land and buildings                           7,392
Accumulated depreciation                    (9,783)
Syndication and distribution costs           6,093
Investment in Joint Venture                     (4)
Other                                          267

Net liabilities - Federal tax basis       $(14,418)

Note E - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership. The following expenses owed
to the Managing  General Partner and affiliates for the years ended December 31,
2000 and 1999 were paid or accrued:

                                                               2000      1999
                                                               (in thousands)

Property management fees (included in operating expense)      $1,041    $1,036

Reimbursement for services of affiliates (included in
 operating and general and administrative expenses
 and investment property)                                        774       931

During the years ended  December 31, 2000 and 1999,  affiliates  of the Managing
General  Partner,  were entitled to receive 5% of gross receipts from all of the
Registrant's  residential  properties as  compensation  for  providing  property
management  services.  The  Registrant  paid to such  affiliates  $1,041,000 and
$1,036,000 for the years ended December 31, 2000 and 1999, 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.
No fee was due in 2000 or 1999.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $774,000 and
$931,000 for the years ended December 31, 2000 and 1999, respectively.  Included
in  these  amounts  is  approximately  $206,000  and  $570,000  of  construction
oversight  reimbursements  for the  years  ended  December  31,  2000 and  1999,
respectively.

Pursuant to the Partnership Agreement,  the Managing General Partner is entitled
to receive a distribution equal to 3% of the aggregate disposition price of sold
properties.  The  Partnership  paid a  distribution  of $186,000 to the Managing
General  Partner  related  to the sale of  Cooper  Point  Plaza  in  1999.  This
distribution  is subordinate to the limited  partners  receiving  their original
capital  contributions  plus a  cumulative  preferred  return of 6% per annum of
their adjusted capital investment,  as defined in the Partnership Agreement.  If
the limited  partners  have not  received  these  returns  when the  Partnership
terminates,  the  Managing  General  Partner  will  return  this  amount  to the
Partnership. No amounts were paid during the year ended December 31, 2000.

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

The  Partnership  was  permitted to make advances to the Joint Venture as deemed
appropriate  by the  Managing  General  Partner.  These  advances  did not  bear
interest or have stated terms of repayment. In June 1999, the advance receivable
was paid off from the proceeds of the sale of the golf course.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 29,349 limited partnership
units in the Partnership  representing 65.63% of the outstanding units. 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.  In this  regard,  on July 24, 2000,  an  affiliate of AIMCO  commenced a
tender offer to purchase any and all of the remaining  partnership interests for
a purchase price of $804.  This offer expired on September 28, 2000 with a total
of 1,996  units  acquired  by an  affiliate  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 65.63%
of the  outstanding  units,  AIMCO is in a  position  to  influence  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.


<PAGE>



                                       40
Note F - 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>
Briarwood Apartments         $ 1,536     $  136        $ 1,409       $   435
Chambers Ridge Apts            5,306        527          7,823         4,329
Gateway Gardens Apts           6,191        255          6,206         1,895
Hunters Glen Apts IV           8,088      1,552          8,324         2,450
Hunters Glen Apts V            8,668      1,820          9,759         2,862
Hunters Glen Apts VI           9,022      1,981         10,620         2,982
Pickwick Place Apts            6,227        603          6,552         4,184
Twin Lake Towers Apts         10,706      1,115         12,806         5,891
  Totals                     $55,744     $7,989        $63,499       $25,028

</TABLE>


<TABLE>
<CAPTION>
                              Gross Amount At Which
                                     Carried
                              At December 31, 2000
                                 (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>
Briarwood Apts             $ 136   $ 1,844   $ 1,980     $ 1,400       06/25/85     10-20
Chambers Ridge Apts          527    12,152    12,679       8,174       07/26/84     10-20
Gateway Gardens Apt          255     8,101     8,356       6,362       12/21/84     10-20
Hunters Glen Apt IV        1,552    10,774    12,326       7,964       01/31/85     10-40
Hunters Glen Apt V         1,820    12,621    14,441       9,228       01/31/85     10-40
Hunters Glen Apt VI        1,981    13,602    15,583       9,995       01/31/85     10-40
Pickwick Place Apts          603    10,736    11,339       6,831       05/11/84     10-20
Twin Lake Towers Apts      1,115    18,697    19,812      12,614       03/30/84     10-20
  Totals                  $7,989   $88,527   $96,516     $62,568
</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,
                                                  2000            1999
                                                     (in thousands)

Investment Properties

Balance at beginning of year                   $ 91,021         $102,413
    Property improvements                         5,570            7,975
    Dispositions of assets                          (75)         (19,367)

Balance at end of year                         $ 96,516         $ 91,021

Accumulated Depreciation

Balance at beginning of year                   $ 57,288         $ 65,275
    Additions charged to expense                  5,338            4,586
    Disposal of assets                              (58)         (12,573)

Balance at end of year                         $ 62,568         $ 57,288

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31, 2000 and 1999,  is  approximately  $103,908,000  and  $99,363,000,
respectively. The accumulated depreciation for Federal income tax purposes as of
December  31,  2000 and 1999,  is  approximately  $72,351,000  and  $66,923,000,
respectively.

Note G - Investment in Joint Venture

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

The Joint Venture has no assets or liabilities at December 31, 2000.

The  condensed  statement of operations of the Joint Venture for the years ended
December 31, 2000 and 1999, are summarized as follows (in thousands):

                                                    Years Ended
                                                   December 31,
                                                 2000        1999

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

The Partnership  recognized its 44.5% equity income of approximately  $1,295,000
in the Joint Venture for the year ended December 31, 1999. The Partnership  also
recognized an  extraordinary  loss on  extinguishment  of debt of $3,000 for the
year ended December 31, 1999.  Due to the sale of Princeton  Meadows Golf Course
in  February  1999,  the Joint  Venture  had no  operations  for the year  ended
December 31, 2000.  During the fourth quarter of 2000, all the remaining  assets
of the Joint Venture were  liquidated and a final  distribution  was made to the
partners.

Note H - Casualties

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 at Southpointe Apartments.  The casualty gain related to a
fire at the  property  in  October  1998.  The gain was a  result  of  insurance
proceeds of  approximately  $517,000  and a $30,000  reduction in the payment to
Yanesh Brothers  Construction from that previously  accrued (see "Note J - Legal
Proceedings"). The damaged property was written-off in 1999.

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


<PAGE>



Note I - Sale of Properties

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

On  August  6,  1999,  the  Partnership  sold   Southpointe   Apartments  to  an
unaffiliated  third party.  Upon  closing,  the  purchaser  agreed to assume the
mortgage  note  payable  and  other  liabilities  encumbering  the  property  of
approximately   $11,017,000  and  to  pay  the  related   accrued   interest  of
approximately  $487,000 and outstanding  property taxes and other liabilities of
approximately  $199,000.  Consequently,  the  Registrant  received  no  proceeds
relating to this transaction.  The Partnership  realized a gain of approximately
$8,528,000 on the sale.  Revenues from  Southpointe  Apartments  included in the
accompanying  consolidated  statements of operations were $38,000 and $1,227,000
for the years ended December 31, 2000 and 1999, respectively.

Note J - Segment Reporting

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

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

Measurement of segment profit or loss:

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

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

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

Segment information for the years 2000 and 1999 is shown in the tables below (in
thousands). The "Other" column includes partnership administration related items
and income and expense not allocated to the reportable segment.

2000                                    Residential      Other       Totals

Rental income                             $19,407         $ --      $19,407
Other income                                1,500            73       1,573
Casualty gain                               1,053            --       1,053
Interest expense                            4,780            --       4,780
Depreciation                                5,338            --       5,338
General and administrative expense             --           771         771
Segment profit (loss)                       2,960          (697)      2,263
Total assets                               39,730           758      40,488
Capital expenditures                        5,570            --       5,570


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


<PAGE>



Note K - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  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 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 Insignia  Merger.  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
and  defendants  are  scheduled to respond to the complaint by March 2, 2001. On
March 2, 2001, the Managing  General Partner and its affiliates filed a demurrer
to the third amended complaint. The Managing General Partner does not anticipate
that  costs  associated  with this case will be  material  to the  Partnership's
overall operations.

Yanesh  Brothers  Construction  commenced  an  action  against  the  Partnership
entitled  Yanesh Brothers  Construction  Company,  Inc. v. Insignia  Residential
Group,  L.P., AIMCO Management  Company,  et al. in the Court of Common Pleas in
Lake County, Ohio. The plaintiff was hired by AIMCO on behalf of the Partnership
to repair damages  caused by a fire at  Southpointe  Apartments in October 1998.
The plaintiff sought payment of $330,000 under its repair contract. Although the
Partnership had insured  Southpointe  Apartments  against this type of loss, the
insurance  company refused to pay the claim. The plaintiff was seeking recovery,
in  the  alternative,   from  the  owner  and  manager  of  the  property.   The
Partnership's  insurance  broker and the property  damage  insurer were added as
third  party  defendants  to the Yanesh  Brothers  claim.  The  Partnership  had
recorded a reserve for $330,000,  which was the amount of the claim. In November
2000,  the  Partnership  reached an  agreement  on a  settlement  in  principle,
pursuant  to which  the  Partnership  received  approximately  $517,000  in full
payment of its insurance claim and the Partnership  paid Yanesh $300,000 in full
payment of its claim under the construction contract.

The Partnership is a party to certain legal actions resulting from its operating
activities.  These actions are routine litigation and administrative proceedings
arising in the  ordinary  course of business  and none of which are  expected to
have a  material  adverse  effect on the  consolidated  financial  condition  or
results of operations of the Partnership.


<PAGE>



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

         None.


<PAGE>


                                    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              43    Executive Vice President and Director
Martha L. Long               41    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 generally  accepted
accounting  principles,  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
generally  accepted  auditing  standards.   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, 2000 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  annual  audit  services  of
approximately  $76,000  and  non-audit  services  (principally  tax-related)  of
approximately $38,000.

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, 2000.

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)                      14,916            33.36%

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

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

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


<PAGE>



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,
2000 and 1999 were paid or accrued:

                                                               2000      1999
                                                               (in thousands)

Property management fees                                      $1,041    $1,036

Reimbursement for services of affiliates                         774       931

During the years ended  December 31, 2000 and 1999,  affiliates  of the Managing
General  Partner,  were entitled to receive 5% of gross receipts from all of the
Registrant's  residential  properties as  compensation  for  providing  property
management  services.  The  Registrant  paid to such  affiliates  $1,041,000 and
$1,036,000 for the years ended December 31, 2000 and 1999, 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.
No fee was due in 2000 or 1999.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $774,000 and
$931,000 for the years ended December 31, 2000 and 1999, respectively.  Included
in  these  amounts  is  approximately  $206,000  and  $570,000  of  construction
oversight  reimbursements  for the  years  ended  December  31,  2000 and  1999,
respectively.

Pursuant to the Partnership Agreement,  the Managing General Partner is entitled
to receive a distribution equal to 3% of the aggregate disposition price of sold
properties.  The  Partnership  paid a  distribution  of $186,000 to the Managing
General  Partner  related  to the sale of  Cooper  Point  Plaza  in  1999.  This
distribution  is subordinate to the limited  partners  receiving  their original
capital  contributions  plus a  cumulative  preferred  return of 6% per annum of
their adjusted capital investment,  as defined in the Partnership Agreement.  If
the limited  partners  have not  received  these  returns  when the  Partnership
terminates,  the  Managing  General  Partner  will  return  this  amount  to the
Partnership. No amounts were paid during the year ending December 31, 2000.

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

The  Partnership  was  permitted to make advances to the Joint Venture as deemed
appropriate  by the  Managing  General  Partner.  These  advances  did not  bear
interest or have stated terms of repayment. In June 1999, the advance receivable
was paid off from the proceeds of the sale of the golf course.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 29,349 limited partnership
units in the Partnership  representing 65.63% of the outstanding units. 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.  In this  regard,  on July 24, 2000,  an  affiliate of AIMCO  commenced a
tender offer to purchase any and all of the remaining  partnership interests for
a purchase price of $804.  This offer expired on September 28, 2000 with a total
of 1,996  units  acquired  by an  affiliate  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 65.63%
of the  outstanding  units,  AIMCO is in a  position  to  influence  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.



<PAGE>


                                     PART IV


Item 13. Exhibits and Reports on Form 8-K

(a)   Exhibits:

               None.

         (b)   Reports on Form 8-K filed during the fourth quarter of 2000:

               None.



<PAGE>


                                   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 28, 2001

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 28, 2001
Patrick J. Foye           and Director


/s/Martha L. Long         Senior Vice President       Date: March 28, 2001
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.



<PAGE>


             (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.



<PAGE>


             (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.



<PAGE>


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

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

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

      10.16       Contracts related to refinancing of debt.

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

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

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

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

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

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

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

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



<PAGE>


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

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