SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                   For the fiscal year ended December 31, 2002

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

                    For the transition period from _________to _________

                         Commission file number 0-14248

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

         California                                         95-3959771
(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.  $5,314,000

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, 2002. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  Actual  results may
differ  materially  from those described in the  forward-looking  statements and
will  be  affected  by  a  variety  of  risks  and  factors  including,  without
limitation:  national and local economic  conditions;  the terms of governmental
regulations that affect the Registrant and interpretations of those regulations;
the competitive  environment in which the Registrant operates;  financing risks,
including the risk that cash flows from  operations may be  insufficient to meet
required  payments of  principal  and  interest;  real estate  risks,  including
variations  of real  estate  values and the  general  economic  climate in local
markets and competition for tenants in such markets; and possible  environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.     Description of Business

Angeles  Partners XIV (the  "Partnership"  or  "Registrant")  is a publicly held
limited  partnership  organized under the California Uniform Limited Partnership
Act on June 29, 1984, as amended (the "Agreement").  The Partnership's  managing
general  partner is Angeles  Realty  Corporation  II ("ARC II" or the  "Managing
General Partner"), a California  corporation,  and 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 is an  affiliate  of Insignia
Financial Group, Inc. ("Insignia").  Effective October 1, 1998, and February 26,
1999, Insignia and IPT, respectively,  were merged into Apartment Investment and
Management  Company  ("AIMCO"),  a publicly traded real estate investment trust.
Thus the Managing General Partner is now a wholly-owned subsidiary of AIMCO. The
Partnership's Non-Managing General Partner is ARCII/AREMCO Partners, Ltd., which
is also a wholly-owned  subsidiary of AIMCO  effective  December 1, 2001. ARC II
and  ARCII/AREMCO  Partners,  Ltd.  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.

The  Registrant  is engaged in the business of operating and holding real estate
properties for investment.  In 1985 and 1987, during its acquisition  phase, the
Registrant acquired four existing apartment properties,  one office building and
one industrial complex.  The Registrant  continues to own and operate two of the
apartment properties. See "Item 2. Description of Properties".

Commencing in February 1985, the Registrant offered,  pursuant to a Registration
Statement filed with the Securities and Exchange Commission,  up to 80,000 Units
of Limited Partnership  Interest (the "Units") at a purchase price of $1,000 per
Unit with a minimum  purchase of 5 Units  ($5,000).  The offering  terminated in
February 1987.  Upon  termination  of the offering,  the Registrant had accepted
subscriptions for 44,390 Units, for an aggregate $44,390,000.  Since its initial
offering,  the Registrant has not received, nor are limited partners required to
make, additional capital contributions. The Managing General Partner contributed
capital in the amount of $1,000 for a 1% interest in the Partnership.

At  December  31,  2002,  the  Partnership  adopted  the  liquidation  basis  of
accounting, due to the imminent loss of its remaining investment properties. The
Partnership  was in default with respect to two unsecured  working capital loans
and related  accrued  interest due to  nonpayment of principal and interest upon
their maturity in November  1997. In addition,  the  Partnership  was in default
with respect to one note with recourse to the  Partnership  at December 31, 2002
and had no means  to meet the  obligation  date of  March 1,  2003 on the  other
recourse  note.  The  holder of these  notes  obtained a  judgment  against  the
Partnership in December 2002. The Partnership  has an executed  contract to sell
Waterford  Square  Apartments,  with  closing  expected by April 30,  2003.  The
estimated proceeds are not sufficient to satisfy the Partnership's indebtedness.
The  holder of the Notes  has  initiated  foreclosure  proceedings  against  the
remaining  investment property and subsequent to December 31, 2002, the judgment
against the Partnership became final, and AIMCO owns all beneficial  interest in
Fox Crest Apartments (see "Item 6. Liquidity and Capital Resources").

The  Partnership  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  have no right to
participate in the management or conduct of such business and affairs.  Property
management  and  administrative  services  are  provided  by  affiliates  of the
Managing General Partner.

Risk Factors

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Partnership's properties.  The number and quality of competitive properties,
including  those which may be managed by an affiliate  of the  Managing  General
Partner,  in such market area could have a material  effect on the rental market
for the  apartments  at the  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 the  apartments  is
local.

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

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

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

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

Insurance  coverage is becoming  more  expensive  and  difficult to obtain.  The
current  insurance market is  characterized by rising premium rates,  increasing
deductibles,  and more restrictive  coverage language.  Recent developments have
resulted in  significant  increases in insurance  premiums and have made it more
difficult to obtain  certain types of insurance.  As an example,  many insurance
carriers are excluding  mold-related  risks from their policy coverages,  or are
adding  significant  restrictions to such coverage.  Continued  deterioration in
insurance   market  place   conditions  may  have  a  negative   effect  on  the
Partnership's operating results.

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

Item 2.     Description of Properties

The following table sets forth the Registrant's investments in properties:

                            Date of
Property                    Purchase       Type of Ownership               Use

Waterford Square            05/31/85  Fee ownership subject to        Apartments
  Apartments                          first mortgage (1)              487 units
  Huntsville, Alabama
Fox Crest Apartments        06/30/85  Fee ownership subject to        Apartments
  Waukegan, Illinois                  first mortgage                  245 units

(1)  Property is held by a Limited  Partnership in which the  Registrant  owns a
     99% interest.

Schedule of Properties

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

<TABLE>
<CAPTION>

                          Gross
                        Carrying     Accumulated      Depreciable            Federal
Property                  Value    Depreciation (1)      Life      Method   Tax Basis
                               (in thousands)
Waterford Square
<S>                      <C>             <C>           <C>           <C>     <C>
  Apartments             $17,654         $ --          3-30 yrs      (2)     $ 4,273

Fox Crest Apartments      15,000            --         3-30 yrs      (2)       2,594
                         $32,654         $ --                                $ 6,867
</TABLE>

(1)   As a result of adopting the  liquidation  basis of  accounting,  the gross
      carrying  value of the property was adjusted to its net  realizable  value
      and will not be depreciated further.
(2)   Straight line and accelerated

See "Note B - Organization  and Summary of Significant  Accounting  Policies" of
the consolidated financial statements included in "Item 7. Financial Statements"
for a description of the Partnership's capitalization and depreciation policies.

Schedule of Property Indebtedness

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

<TABLE>
<CAPTION>

                               Principal                                      Principal
                              Balance At                                       Balance
                             December 31,   Interest    Period    Maturity      Due At
         Property                2002         Rate    Amortized   Date (6)   Maturity (6)
                            (in thousands)                                  (in thousands)
Waterford Square
  Apartments
<S>                             <C>           <C>       <C>       <C>            <C>
  1st mortgage                  $11,295       7.90%     31 yrs    11/2027        $ --
Fox Crest Apartments
  1st mortgage                    5,522       8.00%     30 yrs    05/2003        5,445
Angeles Partners XIV
  Working capital
  loan, in default(3)             1,281        (1)       (1)      11/1997        1,281
  Working capital
  loan, in default(3)             3,295        (1)       (1)      11/1997        3,295
Note payable, in default
  (2) ("Glenwood")                2,405      12.50%      (4)      03/2002        2,405
Note payable (2)
  ("Foxcrest")                    4,765      12.50%      (5)      03/2003        4,765
Total                           $28,563                                        $17,191
</TABLE>

(1)   Interest  accrues at prime plus 2% (6.25% at December 31, 2002);  payments
      are made based on excess cash flow as defined.

(2)   Payable to Angeles Mortgage Investment Trust ("AMIT"), an affiliate of the
      Managing General Partner.

(3)   These loans were payable to Saticoy Investments Company, LLC, ("Saticoy"),
      a wholly owned entity of The PNL Companies. During the year ended December
      31, 2002, Saticoy transferred  ownership of the loans to AIMCO Properties,
      L.P., an affiliate of the Managing General Partner.

(4)   Payment from excess cash flow only, as defined, due semi-annually.

(5)   This loan  matured on March 1, 2003 and the  Partnership  is  currently in
      default as a result of non-payment at maturity.

(6)   See "Note D - Notes  Payable"  of the  consolidated  financial  statements
      included in "Item 7. Financial Statements" for information with respect to
      the  Registrant's  ability to prepay these loans and more specific details
      as to the terms of the loans.

Rental Rates and Occupancy

Average  annual  rental rates and  occupancy for 2002 and 2001 for each property
are as follows:

                                       Average Annual            Average Annual
                                        Rental Rates                Occupancy
                                   (per unit)
 Property                           2002          2001         2002        2001

 Waterford Square Apartments       $6,455        $6,488         96%         96%
 Fox Crest Apartments               8,936         8,714         96%         97%

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. Each
property is an apartment complex which leases its units for terms of one year or
less. No  residential  tenant leases 10% or more of the available  rental space.
All  of  the  buildings  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 2002 for each property were:

                                    2002             2002
                                   Billing           Rate
                               (in thousands)

Waterford Square Apartments         $ 179            5.80%
Fox Crest Apartments                  273            8.91%

Capital Improvements

Waterford Square Apartments

The  Partnership  completed  approximately  $197,000 in capital  expenditures at
Waterford  Square  Apartments for the year ended  December 31, 2002,  consisting
primarily of cabinet  upgrades,  air  conditioning  unit  replacements and floor
covering  and  appliance  replacements.  These  improvements  were  funded  from
operations and replacement reserves.

Fox Crest Apartments

The Partnership completed  approximately $157,000 in capital expenditures at Fox
Crest Apartments for the year ended December 31, 2002,  consisting  primarily of
roof replacement,  parking area upgrades, and floor covering replacement.  These
improvements were funded from operations.

Item 3.     Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its  entirety  through  November  7, 2002 so that the parties
could have an opportunity to discuss settlement.  On October 30, 2002, the court
entered an order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

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

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the  complaint.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

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

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

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

The unit holders of the Registrant did not vote on any matter during the quarter
ended December 31, 2002.


                                     PART II

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

The Partnership,  a publicly-held  limited partnership,  offered and sold 44,390
limited partnership units aggregating $44,390,000. The Partnership currently has
3,284 holders of record owning an aggregate of 43,401 Units. An affiliate of the
Managing  General  Partner owned 10,825 units or 24.94% at December 31, 2002. No
public  trading  market has developed for the Units,  and it is not  anticipated
that such a market  will  develop  in the  future.  In each of the  years  ended
December 31, 2002 and 2001, the number of Limited Partnership Units decreased by
10 units, due to Limited Partners abandoning their Limited Partnership Units. In
abandoning his or her Limited Partnership Units, a Limited Partner  relinquishes
all right,  title and interest in the Partnership as of the date of abandonment.
However,  the  Limited  Partner is  allocated  his or her share of loss for that
year. The loss per Limited  Partnership  Unit in the  accompanying  consolidated
statements of operations is calculated based on the number of units  outstanding
at the beginning of the year.

For the year ended  December  31, 2002,  Waterford  Square  Apartments,  Ltd. (a
limited  partnership in which the Registrant owns a 99% interest) made a surplus
cash distribution of approximately  $686,000 of which  approximately  $7,000 was
paid to the Managing  General  Partner which is the general partner of Waterford
Square Apartments,  Ltd. For the year ended December 31, 2001,  Waterford Square
Apartments,  Ltd. made a surplus cash distribution of approximately  $701,000 of
which approximately $7,000 was paid to the Managing General Partner which is the
general partner of Waterford Square  Apartments,  Ltd. 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  Registrant's  cash available for  distribution is
reviewed on a monthly  basis.  However,  based on the current  default under the
working  capital  loans,  the  current  default  of one AMIT loan,  the  pending
maturity  of the  other  AMIT  loan and the  first  mortgage  loan on Fox  Crest
Apartments, it is unlikely that a distribution will be made by the Registrant in
the foreseeable future.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 10,825 limited partnership units in
the Partnership  representing  24.94% of the  outstanding  Units at December 31,
2002.  These Units were acquired  pursuant to tender offers made by AIMCO or its
affiliates.  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 voting on certain  amendments to the  Partnership  Agreement
and voting to remove the Managing General Partner. Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Managing  General  Partner to AIMCO, as its
sole stockholder.

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

This item should be read in conjunction with "Item 7. Financial  Statements" and
other items contained elsewhere in this report.

Results of Operations

At  December  31,  2002,  the  Partnership  adopted  the  liquidation  basis  of
accounting due to the imminent loss of its two remaining investment  properties.
The  Partnership is also in default on two unsecured  working  capital loans and
related  accrued  interest,  and in a default  position with respect to one note
with  recourse to the  Partnership  and also has lack of  liquidity  to meet the
recourse  note  that  matured  on  March 1,  2003.  See  discussion  in "Item 6.
Liquidity and Capital Resources".

Prior to adopting the liquidation  basis of accounting,  the  Partnership's  net
loss for the year ended December 31, 2002 was approximately  $2,163,000 compared
to a net loss of approximately  $1,916,000 for the year ended December 31, 2001.
The  increase  in net loss for the year  ended  December  31,  2002 is due to an
increase in total  expenses  and a decrease in total  revenues.  The increase in
total  expenses is due to increases  in both  interest and property tax expense,
partially  offset by decreases in both operating and general and  administrative
expenses.  Depreciation  expense remained relatively constant for the comparable
periods.

The  increase  in  interest  expense is  primarily  the result of the accrual of
interest on unpaid  reimbursements  of  accountable  administrative  expenses to
affiliates of the Managing  General  Partner,  partially offset by a decrease in
interest  expense  due to lower  outstanding  principal  balances as a result of
scheduled payments made on the properties' mortgages,  the repayment during 2001
of one of the  AMIT  loans,  and  payments  made on the  remaining  AMIT  loans.
Property  tax expense  increased  primarily  due to an increase in the  assessed
value and tax rate at Fox Crest Apartments.

Operating expenses decreased  primarily due to a decrease in maintenance expense
at both  properties,  partially  offset by an  increase  in  management  fees at
Waterford Square  Apartments and an increase in insurance expense as a result of
a higher hazard insurance premium at Waterford Square  Apartments.  The decrease
in maintenance  expense is due to an increase in the  capitalization  of certain
direct and indirect  project costs,  primarily  payroll  related  costs,  at the
properties (see "Item 7. Financial Statements, Note B - Organization and Summary
of  Significant  Accounting  Policies").  General  and  administrative  expenses
decreased  primarily  due to a  decrease  in  management  reimbursements  to the
Managing General Partner allowed under the Partnership Agreement.  Also included
in general and administrative expenses for the years ended December 31, 2002 and
2001 are costs  associated  with the  quarterly and annual  communications  with
investors  and  regulatory  agencies  and  the  annual  audit  required  by  the
Partnership Agreement.

The  decrease  in total  revenues  is due to a  decrease  in other  income.  The
decrease in other  income is  primarily  due to a decrease  in  interest  income
resulting  from lower average cash balances held in interest  bearing  accounts.
Rental income remained  relatively  constant for the comparable  periods,  as an
increase in the average  rental rate at Fox Crest  Apartments  was offset by the
decrease  in  occupancy  at Fox Crest  Apartments  and a decrease in the average
rental rate at Waterford Square Apartments.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  continues to monitor the rental market  environment  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expenses. As part of this plan, the Managing General Partner attempts to protect
the Partnership  from the burden of  inflation-related  increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, 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

The Partnership expects to liquidate during 2003 due to the imminent loss of its
two remaining  investment  properties (see "Item 7. Financial  Statements - Note
A"). The unsecured working capital loans matured in November 1997, one note with
recourse to the  Partnership  matured in March 1998,  with an extension  through
March 2002,  and one note with recourse to the  Partnership  matured on March 1,
2003.  The  proceeds  expected to be generated  from the sale of one  investment
property  will not be  sufficient  to meet  the  Partnership's  obligations.  In
addition, there are no other capital sources available to the Partnership.

At  December  31,  2002,  the  Partnership  had  cash and  cash  equivalents  of
approximately $1,070,000 as compared to approximately $1,177,000 at December 31,
2001. The decrease in cash and cash equivalents of approximately $107,000 is due
to approximately $403,000 of cash used in investing activities and approximately
$368,000 of cash used in financing activities, partially offset by approximately
$664,000  of cash  provided  by  operating  activities.  Cash used in  investing
activities consisted of property  improvements and replacements and net deposits
to an escrow account  maintained by the mortgage lender.  Cash used in financing
activities  consisted  primarily  of  payments  of  principal  on the  mortgages
encumbering the Registrant's  properties and, to a lesser extent, a distribution
to the general  partner of Waterford  Square  Apartments,  Ltd.  The  Registrant
invests its working capital reserves in interest bearing accounts.

Unsecured  working  capital  loans of  approximately  $4,576,000,  plus  accrued
interest of  approximately  $4,295,000 are in default at December 31, 2002, as a
result of nonpayment of interest and principal  upon their  maturity in November
1997. These loans were payable to Angeles Acceptance Pool, L.P. ("AAP").  During
the year ended  December 31,  2000,  AAP  transferred  ownership of the loans to
Saticoy Investments Company,  LLC ("Saticoy"),  a wholly owned entity of The PNL
Companies. During the year ended December 31, 2002 Saticoy transferred ownership
of the loans to AIMCO  Properties,  L.P.,  an affiliate of the Managing  General
Partner for  consideration of  approximately  $1,692,000.  This  indebtedness is
recourse to the Partnership.

During the year ended December 31, 2001, the Managing  General  Partner signed a
forebearance  agreement  with Saticoy.  The Managing  General  Partner agreed to
market Waterford Square Apartments for sale. The forebearance  period began June
1, 2001 and was to end the earlier of March 1, 2002 or the date Waterford Square
Apartments  was sold.  The  Managing  General  Partner  and  Saticoy  negotiated
extensions  of the  forebearance  agreement  until July 1, 2002 at which time it
expired.  The Partnership  continues to market Waterford  Square  Apartments for
sale and upon the sale, the sale proceeds  after  deducting  reasonable  closing
costs,  will be used to repay the first lien  mortgage  debt on the property and
repay certain AMIT debt. Any remaining  sales proceeds will be used to repay the
unsecured working capital loans.

In addition, the Partnership has two notes which are recourse to the Partnership
and are owned by an affiliate of the Managing  General  Partner.  One of the two
notes originally  matured in March 1998. The Managing General Partner negotiated
with the holder of the note to extend this indebtedness through March 2002. This
loan  in the  amount  of  approximately  $2,405,000  plus  accrued  interest  of
approximately  $501,000  is in  default  at  December  31,  2002 as a result  of
non-payment  of interest and  principal  upon its maturity in March 2002.  It is
anticipated that this indebtedness will be repaid with proceeds from the sale of
Waterford  Square  Apartments.  The remaining  note with a principal  balance of
approximately  $4,765,000 matured March 1, 2003, and is currently in default due
to non-payment.  Accrued  interest on this note is  approximately  $5,473,000 at
December 31, 2002.

With  respect to the  Partnership's  two  apartment  complexes,  at present  the
properties generate sufficient revenue to meet property operating expenses.  The
Managing  General  Partner  monitors  developments  in the  area  of  legal  and
regulatory   compliance  and  is  studying  new  federal  laws,   including  the
Sarbanes-Oxley  Act of 2002. The Sarbanes-Oxley Act of 2002 mandates or suggests
additional compliance measures with regard to governance,  disclosure, audit and
other areas.  In light of these changes,  the  Partnership  expects that it will
incur higher expenses related to compliance, including increased legal and audit
fees.

The existing first mortgage indebtedness,  working capital loans and amounts due
to AMIT are  thought  to be in excess of the value of the  properties.  One AMIT
note was paid in full during the year ended  December 31, 2001. One AMIT Note in
the aggregate amount of  approximately  $2,405,000 plus related accrued interest
at 12.5% per annum compounded  monthly of  approximately  $501,000 matured March
2002; this note is recourse to the Partnership  only. This loan requires monthly
payments of excess cash flow,  as defined in the terms of the  promissory  note.
The Partnership is currently in default with respect to this note as a result of
non-payment  of interest and  principal  upon its maturity in March 2002.  It is
anticipated that this indebtedness will be repaid with proceeds from the sale of
Waterford Square Apartments.  The Partnership's other remaining note to AMIT for
approximately  $4,765,000,  plus accrued  interest at 12.5% per annum compounded
monthly,  matured on March 1, 2003 and is currently in default. Accrued interest
on this note as of December  31,  2002 is  approximately  $5,473,000.  The first
mortgage loan encumbering  Waterford Square  Apartments,  which is guaranteed by
HUD, is scheduled to mature  November 2027. The first mortgage loan  encumbering
Fox Crest Apartments is scheduled to mature in May 2003, at which time a balloon
payment of $5,445,000 is due. The  Registrant is current in its payments on both
of these mortgages.

As a result of the  decision  to  liquidate  the  Partnership,  the  Partnership
changed its basis of accounting  for its  consolidated  financial  statements at
December 31, 2002, to the liquidation basis of accounting.  Consequently, assets
have been valued at estimated net realizable value and liabilities are presented
at their estimated settlement amounts, including estimated costs associated with
carrying out the liquidation of the Partnership and estimated  operations of the
properties.  The valuation of assets and liabilities  necessarily  requires many
estimates and assumptions and there are  substantial  uncertainties  in carrying
out the  liquidation.  The  actual  realization  of  assets  and  settlement  of
liabilities  could be higher or lower than amounts  indicated  and is based upon
estimates of the  Managing  General  Partner as of the date of the  consolidated
financial statements.

Included in the statement of net  liabilities  in liquidation as of December 31,
2002 is approximately  $321,000 of costs that the General Partner estimates will
be incurred  during the period of liquidation  based on the assumption  that the
liquidation process will be completed by June 30, 2003.

At December 31, 2002, in accordance  with the  liquidation  basis of accounting,
assets were adjusted to their  estimated net  realizable  value and  liabilities
were adjusted to their settlement amount. The net adjustment required to convert
to the  liquidation  basis of accounting  was a decrease in net  liabilities  of
approximately  $25,534,000  which is  included  in the  Statement  of Changes in
Partners' Deficit/Net Liabilities In Liquidation. The adjustments are summarized
as follows:



                                                                  Decrease in
                                                                Net Liabilities
                                                                 (in thousands)
 Adjustment from book value of property and
   improvements to estimated net realizable value                   $26,053
 Adjustment of other assets and liabilities, net                       (519)
 Net decrease in net liabilities                                    $25,534

For the year ended  December  31, 2002,  Waterford  Square  Apartments,  Ltd. (a
limited  partnership in which the Registrant owns a 99% interest) made a surplus
cash distribution of approximately  $686,000 of which  approximately  $7,000 was
paid to the Managing  General  Partner which is the general partner of Waterford
Square Apartments,  Ltd. For the year ended December 31, 2001,  Waterford Square
Apartments,  Ltd. made a surplus cash distribution of approximately  $701,000 of
which approximately $7,000 was paid to the Managing General Partner which is the
general partner of Waterford Square  Apartments,  Ltd. 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  Registrant's  cash available for  distribution is
reviewed on a monthly  basis.  However  based on the current  default  under the
working capital loans, and the AMIT loans, and the pending maturity of the first
mortgage loan on Fox Crest  Apartments,  it is unlikely that a distribution will
be made by the Registrant in the foreseeable future.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 10,825 limited partnership units in
the Partnership  representing  24.94% of the  outstanding  Units at December 31,
2002.  These Units were acquired  pursuant to tender offers made by AIMCO or its
affiliates.  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 voting on certain  amendments to the  Partnership  Agreement
and voting to remove the Managing General Partner. Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Managing  General  Partner to AIMCO, as its
sole stockholder.

Critical Accounting Policies and Estimates

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




Estimated Net Realizable Value of Long-Lived Assets

As a result of adopting the  liquidation  basis of accounting,  the  Partnership
adjusted its  investment  properties to their  estimated net  realizable  value.
Waterford  Square's value was based on its estimated  sales price,  less closing
costs.  Fox  Crest's  value was  based on  management's  estimate  using its net
operating  income  less  revenues  for  capital  expenditures,   capped  at  8%.
Management  believes  this  rate is  appropriate  based on the  location  of the
property,  current market  conditions in this  geographic  area, and the overall
condition and operations of the property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

Item 7.     Financial Statements

ANGELES PARTNERS XIV

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Statement of Net Liabilities in Liquidation - December 31,
         2002

      Consolidated Statements of Operations - Years ended December 31, 2002 and
        2001

      Consolidated Statements of Changes in Partners' Deficit/Net Liabilities in
      Liquidation - Years ended December 31, 2002 and 2001

      Consolidated  Statements of Cash Flows - Years ended December 31, 2002 and
        2001

      Notes to Consolidated Financial Statements

                     Report of Ernst & Young LLP, Independent Auditors



The Partners
Angeles Partners XIV


We have audited the  accompanying  consolidated  statement of net liabilities in
liquidation  of Angeles  Partners XIV as of December  31, 2002,  and the related
consolidated   statements  of  operations,   changes  in  partners'  deficit/net
liabilities  in  liquidation,  and cash  flows  for each of the two years in the
period  ended   December  31,  2002.   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.

As more fully  described in Note A,  effective  December 31, 2002,  the Managing
General Partner decided to liquidate the Partnership due to the imminent loss of
its remaining  investment  properties.  As a result, the Partnership changed its
basis of  accounting  as of December  31, 2002 from a going  concern  basis to a
liquidation basis.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  consolidated  net  liabilities  in  liquidation of
Angeles Partners XIV at December 31, 2002, and the  consolidated  results of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 2002, in conformity with accounting  principles  generally accepted
in the United States applied on the bases described in the preceding paragraph.

                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
March 28, 2003

                              ANGELES PARTNERS XIV

                  CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION
                                 (in thousands)

                                December 31, 2002



Assets
  Cash and cash equivalents                                      $ 1,070
  Receivables and deposits                                            261
  Restricted escrows                                                  206
  Other assets                                                         77
  Investment properties                                            32,654
                                                                   34,268
Liabilities
  Accounts payable                                                     36
  Tenant security deposit liabilities                                 123
  Accrued property taxes                                              327
  Accrued interest, including $4,796 in default                    10,344
  Due to affiliates (Note F)                                        2,538
  Other liabilities                                                   198
  Notes payable, including $6,981 in default
   (Notes D, F and G)                                              28,563
  Estimated costs during the period of liquidation                    321
                                                                   42,450

Net liabilities in liquidation                                   $ (8,182)

               See Accompanying Notes to Consolidated Financial Statements



                              ANGELES PARTNERS XIV

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

<TABLE>
<CAPTION>


                                                           Years Ended December 31,
                                                              2002         2001
Revenues:
<S>                                                          <C>          <C>
   Rental income                                             $ 5,048      $ 5,058
   Other income                                                  266          316
      Total revenues                                           5,314        5,374

Expenses:
   Operating                                                   1,745        1,763
   General and administrative                                    244          306
   Depreciation                                                1,403        1,399
   Interest                                                    3,597        3,408
   Property taxes                                                488          414
      Total expenses                                           7,477        7,290

Net loss (Note E)                                            $(2,163)     $(1,916)

Net loss allocated to general partners (1%)                   $ (22)       $ (19)

Net loss allocated to limited partners (99%)                  (2,141)      (1,897)

                                                             $(2,163)     $(1,916)

Net loss per limited partnership unit                        $(49.32)     $(43.69)

               See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                              ANGELES PARTNERS XIV

   CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT/NET LIABILITIES IN
                                   LIQUIDATION
                        (in thousands, except unit data)

<TABLE>
<CAPTION>


                                        Limited
                                      Partnership      General      Limited
                                         Units        Partners     Partners      Total

<S>                                     <C>              <C>       <C>         <C>
Original capital contributions          44,390           $ 1       $ 44,390    $ 44,391

Partners' deficit
  at December 31, 2000                  43,421         $ (684)     $(28,939)   $(29,623)

Net loss for the year ended
  December 31, 2001                         --             (19)      (1,897)     (1,916)

Distribution to partners                    --              (7)          --          (7)

Abandonment of Limited
  Partnership Units (Note H)               (10)             --           --          --

Partners' deficit at
  December 31, 2001                     43,411            (710)     (30,836)    (31,546)

Net loss for the year ended
  December 31, 2002                         --             (22)      (2,141)     (2,163)

Distribution to partners                    --              (7)          --          (7)

Abandonment of Limited
  Partnership Units (Note H)               (10)             --           --          --

Partners' deficit at
   December 31, 2002                    43,401         $ (739)     $(32,977)   $(33,716)

Adjustment to liquidation basis
   (Notes A and C)                                                                25,534

Net liabilities in liquidation
   at December 31, 2002                                                        $ (8,182)

               See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                              ANGELES PARTNERS XIV

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

                                                               Years Ended December 31,
                                                                  2002         2001
Cash flows from operating activities:
<S>                                                             <C>           <C>
  Net loss                                                      $(2,163)      $(1,916)
  Adjustments to reconcile net loss to net cash provided
   by operating activities:
     Depreciation                                                 1,403         1,399
     Amortization of loan costs                                      24            30
     Change in accounts:
      Receivables and deposits                                       25            (3)
      Other assets                                                  (16)           24
      Accounts payable                                              (14)          (71)
      Tenant security deposit liabilities                            (6)           (5)
      Accrued property taxes                                         36            13
      Accrued interest                                              888           808
      Due to affiliates                                             448           201
      Other liabilities                                              39          (107)

        Net cash provided by operating activities                   664           373

Cash flows from investing activities:
  Property improvements and replacements                           (354)         (318)
  Net deposits to restricted escrow                                 (49)          (63)

        Net cash used in investing activities                      (403)         (381)

Cash flows from financing activities:
  Principal payments on notes payable                              (361)         (455)
  Advance from affiliate                                             --           150
  Distribution to general partner                                    (7)           (7)

        Net cash used in financing activities                      (368)         (312)

Net decrease in cash and cash equivalents                          (107)         (320)

Cash and cash equivalents at beginning of year                    1,177         1,497

Cash and cash equivalents at end of year                        $ 1,070       $ 1,177

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 2,347       $ 2,507
Supplemental disclosure of non-cash activity:
  Property improvements and replacements in due to
   affiliates                                                     $ 79         $ 79

               See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                              ANGELES PARTNERS XIV

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002


Note A - Basis of Presentation

As  of  December  31,  2002,   Angeles   Partners  XIV  (the   "Partnership"  or
"Registrant")  adopted the  liquidation  basis of accounting due to the imminent
loss of its two remaining investment properties.

The  Partnership   has  unsecured   working  capital  loans  in  the  amount  of
approximately   $4,576,000  plus  related  accrued   interest  of  approximately
$4,295,000.  These  loans are in default  at  December  31,  2002 as a result of
non-payment  of interest and  principal  upon their  maturity in November  1997.
These loans were payable to Angeles  Acceptance Pool, L.P.  ("AAP").  During the
year ended December 31, 2000, AAP transferred  ownership of the loans to Saticoy
Investments  Company,  LLC  ("Saticoy"),  a  wholly  owned  entity  of  The  PNL
Companies.  During  the  year  ended  December  31,  2002,  Saticoy  transferred
ownership (see "Note D") of the loans to AIMCO Properties, L.P., an affiliate of
the Managing General Partner. This indebtedness is recourse to the Partnership.

During the year ended December 31, 2001, the Managing  General  Partner signed a
forebearance  agreement  with Saticoy.  The Managing  General  Partner agreed to
market Waterford Square Apartments for sale. The forebearance  period began June
1, 2001 and was to end the earlier of March 1, 2002 or the date Waterford Square
Apartments  was sold.  The  Managing  General  Partner  and  Saticoy  negotiated
extensions of the  forebearance  agreement  until July 1, 2002, at which time it
expired.  The  Partnership  has  executed a contract  to sell  Waterford  Square
Apartments,  with  closing  executed  by April  30,  2003.  The  estimated  sale
proceeds,  after deducting  reasonable  closing costs, will be used to repay the
first lien  mortgage  debt on the property and repay  certain  Angeles  Mortgage
Investment  Trust ("AMIT")  debt.  Any remaining  sales proceeds will be used to
repay the unsecured working capital loans.

In addition the  Partnership has two notes which are recourse to the Partnership
and are owed to AMIT, an affiliate of the Managing General  Partner.  One of the
two notes in the amount of approximately  $2,405,000 originally matured in March
1998. The Managing  General  Partner  negotiated  with the holder of the note to
extend this indebtedness  through March 2002. This loan plus accrued interest of
approximately  $501,000  is in  default  at  December  31,  2002 as a result  of
non-payment  of interest and  principal  upon its maturity in March 2002.  It is
anticipated that this indebtedness will be repaid with proceeds from the sale of
Waterford  Square  Apartments.  The remaining  note with a principal  balance of
approximately  $4,765,000  matured on March 1, 2003 and is  currently in default
due to non-payment. Accrued interest on this note is approximately $5,473,000 at
December 31, 2002. AMIT obtained a judgment  against the Partnership in December
2002.  AMIT  has  also  initiated  foreclosure  proceedings  against  Fox  Crest
Apartments,  the  Partnership's  other  investment  property and  subsequent  to
December 31, 2002, the judgment against the Partnership  became final, and AIMCO
owns all beneficial interest in Fox Crest Apartments.

As a result of the  decision  to  liquidate  the  Partnership,  the  Partnership
changed its basis of accounting  for its  consolidated  financial  statements at
December 31, 2002, to the liquidation basis of accounting.  Consequently, assets
have been valued at estimated net realizable value and liabilities are presented
at their estimated settlement amounts, including estimated costs associated with
carrying out the  liquidation  of the  Partnership.  The valuation of assets and
liabilities  necessarily  requires many estimates and  assumptions and there are
substantial   uncertainties  in  carrying  out  the   liquidation.   The  actual
realization  of assets and  settlement of  liabilities  could be higher or lower
than  amounts  indicated  and is  based  upon  the  Managing  General  Partner's
estimates as of the date of the consolidated financial statements.

The Managing  General  Partner  estimates that the  liquidation  process will be
completed by June 30, 2003. Because the success in realization of assets and the
settlement  of  liabilities  is based on the  Managing  General  Partner's  best
estimates,  the  liquidation  period may be shorter than  projected or it may be
extended beyond the projected period.

Note B - Organization and Summary of Significant Accounting Policies

Organization:  The Partnership is a California limited partnership  organized in
June 1984,  to acquire  and  operate  residential  and  commercial  real  estate
properties.  The Managing General Partner is an affiliate of Insignia  Financial
Group, Inc. ("Insignia") and wholly-owned subsidiary of MAE GP Corporation ("MAE
GP").  Effective  February 25, 1998, MAE GP was merged into Insignia  Properties
Trust  ("IPT").  Effective  October 1, 1998 and February 26, 1999,  Insignia and
IPT, respectively,  were merged into Apartment Investment and Management Company
("AIMCO"),  a publicly traded real estate  investment  trust.  Thus the Managing
General  Partner is now a wholly-owned  subsidiary of AIMCO.  The  Partnership's
Non-Managing  General Partner is ARCII/AREMCO  Partners,  Ltd.,  which is also a
wholly-owned  subsidiary  of AIMCO  effective  December 1, 2001.  ARC II and ARC
II/AREMCO  Partners,  Ltd. are herein  collectively  referred to as the "General
Partners".  The Partnership commenced operations on June 29, 1984, and completed
its acquisition of apartment and commercial  properties on December 20, 1985. As
of  December  31,  2002 the  Partnership  continues  to  operate  two  apartment
properties,  one in Illinois and the other in Alabama. The Partnership Agreement
provides  that the  Partnership  will  terminate  on  December  31,  2035 unless
terminated prior to such date.

Principles of Consolidation:  The consolidated  financial statements include all
of the accounts of the Partnership and its 99% limited  partnership  interest in
Waterford  Square  Apartments,  Ltd.  The  general  partner of the  consolidated
partnership is the Managing General Partner. The Managing General Partner may be
removed  by  the  Registrant;   therefore,   this  consolidated  partnership  is
controlled and consolidated by the Registrant. All significant  interpartnership
balances have been eliminated.

Allocations and Distributions to Partners: In accordance with the Agreement, any
gain from the sale or other disposition of Partnership  assets will be allocated
first to the  General  Partners  to the  extent of the  amount of any  Incentive
Interest (as defined below) to which the General Partners are entitled. Any gain
remaining  after said  allocation  will be allocated to the Limited  Partners in
proportion to their interests in the  Partnership;  provided that the gain shall
first be allocated to Partners with negative account balances,  in proportion to
such balances,  in an amount equal to the sum of such negative  capital  account
balances.  The  Partnership  will  allocate  other  profits and losses 1% to the
General Partners and 99% to the Limited Partners.

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)
First,  to the  Partners  in  proportion  to their  interests  until the Limited
Partners have received proceeds equal to their Original Capital Investment; (ii)
Second, to the Partners until Limited Partners have received  distributions from
all sources  equal to their 6%  Cumulative  Distribution,  (iii)  Third,  to the
General Partners until they have received their cumulative  distributions  equal
to 3% of the aggregate Disposition Prices of all properties,  mortgages or other
investments sold ("Initial Incentive Interest") and (iv) Thereafter,  85% to the
Limited  Partners  in  proportion  to  their  interests  and 15% to the  General
Partners ("Final Incentive Interest").

Cash and Cash Equivalents:  Cash and cash equivalents  includes cash on hand and
in banks.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.  Cash balances included approximately $963,000 at
December 31, 2002 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

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

Advertising  Costs:  Advertising costs of approximately  $43,000 and $47,000 for
the years ended December 31, 2002 and 2001, respectively, are charged to expense
as they are incurred and are included in operating  expenses in the accompanying
consolidated statements of operations.

Investment  Properties:  As a result of the Partnership adopting the liquidation
basis of accounting,  the investment properties were adjusted to their estimated
net realizable value at December 31, 2002.

During 2001, AIMCO, an affiliate of the Managing General Partner, commissioned a
project to study process improvement ideas to reduce operating costs. The result
of  the  study  led to a  re-engineering  of  business  processes  and  eventual
redeployment of personnel and related capital  spending.  The  implementation of
these plans  during  2002,  accounted  for as a change in  accounting  estimate,
resulted in a refinement of the Partnership's  process for capitalizing  certain
direct and  indirect  project  costs  (principally  payroll  related  costs) and
increased capitalization of such costs by approximately $79,000 in 2002 compared
to 2001.

Depreciation:  Depreciation  was provided by the  straight-line  method over the
estimated lives of the apartment  properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used for
real property over 18 years for additions after March 15, 1984 and before May 9,
1985, and 19 years for additions  after May 8, 1985, and before January 1, 1987.
For additions  after December 31, 1986, the modified  accelerated  cost recovery
method is used for  depreciation  of (1) real property over 27 1/2 years and (2)
personal additions over 5 years.

As a result of the Partnership adopting the liquidation basis of accounting, the
gross  carrying  value of the  properties  was adjusted to their net  realizable
value and will not be depreciated further.

Loan Costs:  Loan costs of  approximately  $356,000 at December 31,  2002,  were
being amortized using the straight-line method over the lives of the loans. As a
result of  adopting  the  liquidation  basis of  accounting,  these  assets were
adjusted to zero, which is their net realizable value.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less.  The  Partnership  recognizes  income as earned on its  leases  and the
Partnership  fully  reserves  all  balances  outstanding  over thirty  days.  In
addition,  the Managing General Partner's policy is to offer rental  concessions
during  particularly  slow months or in response to heavy competition from other
similar complexes in the area.  Concessions are charged against rental income as
incurred.

Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair Value
of  Financial  Instruments",  as amended  by SFAS No.  119,  "Disclosures  about
Derivative  Financial  Instruments  and Fair  Value of  Financial  Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the  carrying  amount of its  financial  instruments,  including  the first
mortgage encumbering Fox Crest Apartments,  approximates their fair value due to
the  short  term  maturity  of  these   instruments.   The  fair  value  of  the
Partnership's  first mortgage  encumbering  Waterford Square  Apartments,  after
discounting  the  scheduled  loan  payments  to  maturity  at the  Partnership's
incremental borrowing rate, is approximately  $13,284,000.  The Managing General
Partner believes that it is not appropriate to use the Partnership's incremental
borrowing rate for debt due to affiliates or debt that is in default as there is
no market in which the Partnership could obtain similiar financing.

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.  SFAS No. 131 also established
standards for related disclosures about products and services, geographic areas,
and major  customers.  As defined in SFAS No. 131, the  Partnership has only one
reportable segment.

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

Recent  Accounting  Pronouncements:  In August 2001,  the  Financial  Accounting
Standards Board issued SFAS No. 144,  "Accounting for the Impairment or Disposal
of Long-Lived  Assets".  SFAS No. 144 provides accounting guidance for financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
SFAS No.  144  supersedes  SFAS  No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of". The Partnership
adopted  SFAS No. 144  effective  January 1, 2002.  The  adoption did not have a
material  effect on the  financial  position  or  results of  operations  of the
Partnership.

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
"Rescission of FASB  Statements  No. 4, 44 and 64". SFAS No. 4 "Reporting  Gains
and Losses from Extinguishment of Debt," required that all gains and losses from
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, and accordingly, gains and
losses from extinguishment of debt should only be classified as extraordinary if
they are  unusual in nature and occur  infrequently.  Neither of these  criteria
applies to the Partnership. SFAS No. 145 is effective for fiscal years beginning
after May 15, 2002 with early adoption an option.  The Partnership  adopted SFAS
No. 145 effective  April 1, 2002. The adoption did not have a material effect on
the financial position or results of operations of the Partnership.

Note C - Adjustment to Liquidation Basis of Accounting

At December 31, 2002, in accordance  with the  liquidation  basis of accounting,
assets were adjusted to their  estimated net  realizable  value and  liabilities
were adjusted to their settlement amount. The net adjustment required to convert
to the  liquidation  basis of accounting  was a decrease in net  liabilities  of
approximately  $25,534,000,  which is  included in the  Statement  of Changes in
Partners' Deficit/Net Liabilities In Liquidation. The adjustments are summarized
as follows:

                                                                  Decrease in
                                                                Net Liabilities
                                                                 (in thousands)
 Adjustment from book value of property and
   improvements to estimated net realizable value                   $26,053
 Adjustment of other assets and liabilities, net                       (519)
 Net decrease in net liabilities                                    $25,534

Note D - Notes Payable

<TABLE>
<CAPTION>

                                Principal      Monthly                           Principal
                               Balance At      Payment      Stated                Balance
                              December 31,    Including    Interest   Maturity     Due At
Property                          2002         Interest      Rate       Date      Maturity
                             (in thousands)      (in                                (in
                                              thousands) thousands)
Waterford Square
  Apartments
<S>                              <C>             <C>         <C>      <C>           <C>
  1st mortgage                   $11,295         $87         7.90%    11/2027       $ --
Fox Crest Apartments
  1st mortgage                     5,522          56         8.00%    05/2003       5,445
Angeles Partners XIV
  Working capital
  loan, in default(3)              1,281         (1)         (1)      11/1997       1,281
  Working capital
  loan, in default(3)              3,295         (1)         (1)      11/1997       3,295
  Note payable, in default
  ("Glenwood")(2)                  2,405         (4)        12.50%    03/2002       2,405
  Note payable (2)
  ("Foxcrest")                     4,765         (5)        12.50%    03/2003       4,765

      Total                      $28,563                                          $17,191
</TABLE>

(1)  Interest  accrues at prime plus 2% (6.25% at December 31,  2002);  payments
     are based on excess cash flow as defined.

(2)   Payable to AMIT, an affiliate of the Managing General Partner.

(3)   These loans were payable to Saticoy Investments Company, LLC, ("Saticoy"),
      a wholly owned entity of The PNL Companies. During the year ended December
      31, 2002, Saticoy transferred  ownership of the loans to AIMCO Properties,
      L.P., an affiliate of the Managing General Partner.

(4)   Payments from excess cash flow only, as defined, due semi-annually.

(5)   This  loan  matured  March 1, 2003 and the  Partnership  is  currently  in
      default as a result of non-payment at maturity.

In June 1996,  the  Waterford  Square note and the Glenwood  note,  both held by
AMIT, were restructured,  adding previously accrued delinquent interest and late
charges of  approximately  $874,000  to the  original  note  amounts.  The notes
provided for the accrual of interest on the unpaid  balance at 12.0%  (Waterford
Square  note) and 12.5%  (Glenwood  note).  In July 1998,  the lender  agreed to
extend  the  maturity  date on these  notes to  March  2002.  At the time of the
granting of the extension,  an additional $28,000 in loan costs was added to the
principal.  During the year ended December 31, 2001,  the Waterford  Square note
with a  principal  balance  of  approximately  $121,000  was paid in  full.  The
Glenwood note in the amount of approximately $2,405,000 plus accrued interest of
approximately  $501,000  is in  default  at  December  31,  2002 as a result  of
non-payment of principal and interest upon its maturity in March 2002.

In November  1992,  AAP, a Delaware  limited  partnership  which  controlled the
working capital loans previously  provided by Angeles Capital  Investment,  Inc.
("ACII"),  was  organized.  Angeles  Corporation  ("Angeles") is the 99% limited
partner  of AAP and  Angeles  Acceptance  Directives,  Inc.  ("AAD"),  which was
wholly-owned by Insignia Properties Trust ("IPT"), was the 1% general partner of
AAP,  until April 14, 1995. On April 14, 1995, as part of a settlement of claims
between affiliates of the Managing General Partner and Angeles,  AAD resigned as
general  partner  of AAP and  simultaneously  received  a 0.5%  limited  partner
interest in AAP. An  affiliate  of Angeles now serves as the general  partner of
AAP.

The AAP working  capital loans funded the  Partnership's  operating  deficits in
prior years.  Total  indebtedness  was  approximately  $4,576,000,  plus accrued
interest  of  approximately  $4,295,000,  at December  31,  2002,  with  monthly
interest  accruing  at the prime rate plus two percent  (6.25% at  December  31,
2002).  Upon  maturity on November 25, 1997,  the  Partnership  did not have the
means  with which to satisfy  this  maturing  debt  obligation.  Total  interest
expense for these loans was  approximately  $306,000  and $427,000 for the years
ended December 31, 2002 and 2001,  respectively.  During the year ended December
31, 2000, AAP transferred ownership of the loans to Saticoy.

During the year ended December 31, 2002, AIMCO Properties, L.P., an affiliate of
the Managing  General  Partner  executed an  assignment  agreement  with Saticoy
related to this debt. An affiliate of the Managing General Partner purchased the
rights, title and interest in the unsecured working capital loans, including the
judgment against the Partnership for this debt, collectively referred to as "the
Assigned  Rights",  from Saticoy.  The Partnership  does not have the means with
which to satisfy  this  obligation  and an  affiliate  of the  Managing  General
Partner has a judgment against the Partnership for this debt. This  indebtedness
remains in default at December 31, 2002.

During the year ended December 31, 2001, the Managing  General  Partner signed a
forebearance  agreement  with Saticoy.  The Managing  General  Partner agreed to
market Waterford Square Apartments for sale. The forebearance  period began June
1, 2001 and was to end the earlier of March 1, 2002 or the date Waterford Square
Apartments  was sold.  The  Managing  General  Partner  and  Saticoy  negotiated
extensions of the  forebearance  agreement  until July 1, 2002, at which time it
expired.  The  Partnership  has  executed a contract  to sell  Waterford  Square
Apartments. The sale proceeds, after deducting reasonable closing costs, will be
used to repay the first lien  mortgage  debt on the property  and repay  certain
AMIT debt.  Any  remaining  sales  proceeds  will be used to repay the unsecured
working capital loans.

Mortgage notes payable  totaling  approximately  $16,817,000 are nonrecourse and
are secured by pledge of certain of the Partnership's  investment properties and
by pledge of revenues from the respective investment properties.  Certain of the
notes include  prepayment  penalties if repaid prior to maturity.  Further,  the
properties may not be sold subject to existing indebtedness.

Scheduled  principal  payments of notes payable subsequent to December 31, 2002,
are as follows (in thousands):

                                2003            $17,419
                                2004                164
                                2005                177
                                2006                192
                                2007                207
                             Thereafter          10,404
                                Total           $28,563

Note E - Income Taxes

The Partnership has received a ruling from the Internal  Revenue Service that it
is to be classified as a partnership for Federal income tax purposes.

Taxable income or loss of the  Partnership is reported in the income tax returns
of its  partners.  Accordingly,  no  provision  for income  taxes is made in the
financial statements of the Partnership.

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

                                                  2002        2001
Net loss as reported                            $ (2,163)   $(1,916)
Add (deduct):
  Depreciation differences                          132         134
  Unearned income                                    26         (37)
  Other                                             408         507
Federal taxable loss                            $(1,597)    $(1,312)
Federal taxable loss per limited
  partnership unit                              $ (89.99)   $ (31.98)

The limited partners incurred a minimum gain reallocation for 2002.

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

Net liabilities in liquidation as reported          $ (8,182)
Investment properties                                 (25,787)
Syndication and distribution costs                      6,047
Other                                                   1,430
Net liabilities - Federal tax basis                 $ (26,492)

Note F - 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.

As compensation for providing property  management  services,  affiliates of the
Managing  General  Partner were  entitled to receive 5% of gross  receipts  from
Foxcrest Apartments during the years ended December 31, 2002 and 2001, and 6% of
gross  receipts from Waterford  Square  Apartments for the six months ended June
30,  2001.  Effective  July 1, 2001,  the rate was  increased  to 7.82% of gross
receipts.  The Registrant  paid to such  affiliates  approximately  $350,000 and
$324,000 for the years ended December 31, 2002 and 2001, respectively, which are
included in operating expenses.

Affiliates   of  the  Managing   General   Partner  were   eligible  to  receive
reimbursements of accountable administrative expenses amounting to approximately
$169,000  and  $335,000  for  the  years  ended  December  31,  2002  and  2001,
respectively,  which are  included in general and  administrative  expenses  and
investment   properties.   Included  in  these   amounts  are  fees  related  to
construction  management  services  provided  by an  affiliate  of the  Managing
General  Partner  of  approximately  $4,000  and  $135,000  for the years  ended
December 31, 2002 and 2001,  respectively.  The construction  management service
fees are  calculated  based on a percentage  of current  additions to investment
properties.  The Partnership  owed the affiliates  approximately  $2,100,000 and
$1,935,000 at December 31, 2002 and 2001,  respectively,  for  reimbursement  of
accountable administrative expenses. In addition, during the year ended December
31, 2002,  affiliates of the Managing General Partner decided to charge interest
at prime plus 2% on unpaid reimbursements of accountable administrative expenses
as allowed under the Partnership  Agreement.  Approximately $272,000 was charged
to  interest  expense  during  the  year  ended  December  31,  2002,  of  which
approximately $140,000 related to 2001. There was no associated interest accrued
at December  31,  2001.  These  amounts are  included  in due to  affiliates  at
December 31, 2002 and 2001.

In accordance with the Partnership  Agreement,  the Managing General Partner has
made advances to the Partnership. The amount of the outstanding loan and accrued
interest was  approximately  $166,000,  and is included in due to  affiliates at
December 31, 2002. At December 31, 2001, the amount of the outstanding  loan and
accrued interest was  approximately  $155,000.  Interest is charged at the prime
rate plus 2%.  Interest  expense  was  approximately  $11,000 and $5,000 for the
years ended December 31, 2002 and 2001, respectively.

AMIT provided  financing  (the "AMIT Loans") to the  Partnership.  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. Thus,
AIMCO is the current  holder of the AMIT loans.  The  principal  balances on the
AMIT Loans total approximately  $7,170,000 at December 31, 2002, accrue interest
at a rate of 12.5% per annum and are recourse to the Partnership. One of the two
notes totaling  approximately  $2,405,000  originally matured in March 1998. The
Managing  General  Partner  negotiated  with  AMIT to extend  this  indebtedness
through March 2002. The Partnership is currently in default with respect to this
note as a result of  non-payment  of interest and principal upon its maturity in
March  2002.  It is  anticipated  that this  indebtedness  will be  repaid  with
proceeds from the sale of Waterford Square Apartments. The remaining note with a
principal  balance of  approximately  $4,765,000  matured  March 1, 2003 and the
Partnership  is  currently in default due to  non-payment.  The  Partnership  is
currently in default with respect to this note as a result of  non-payment  upon
its  maturity.  Total  interest  expense  on the AMIT  Loans  was  approximately
$1,580,000  and  $1,511,000  for the years  ended  December  31,  2002 and 2001,
respectively.  Total interest paid on the AMIT loans was approximately  $960,000
and $978,000 for the years ended December 31, 2002 and 2001, respectively. Total
accrued interest on the AMIT loans was approximately  $5,974,000 at December 31,
2002.

As discussed in "Note D", an affiliate of the Managing General Partner purchased
the unsecured  working  capital loans  effective July 1, 2002. Both of the loans
are in default at December 31, 2002. The total amount due under this  obligation
was approximately  $4,576,000 plus accrued interest of approximately  $4,295,000
at December 31, 2002.  Total interest  expense on these loans was  approximately
$152,000 for the six months ended  December 31, 2002.  There were no payments of
interest during the six months ended December 31, 2002.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Managing General Partner.  During the years ended December
31,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately  $100,000 and $56,000,  respectively,  for insurance  coverage and
fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 10,825 limited partnership units in
the Partnership  representing  24.94% of the  outstanding  Units at December 31,
2002.  These Units were acquired  pursuant to tender offers made by AIMCO or its
affiliates.  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 voting on certain  amendments to the  Partnership  Agreement
and voting to remove the Managing General Partner. Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Managing  General  Partner to AIMCO, as its
sole stockholder.

Note G - Investment Properties and Accumulated Depreciation

                                  Initial Cost
                                 To Partnership
                                 (in thousands)

<TABLE>
<CAPTION>

                                               Buildings     Net Cost
                                              and Related  Capitalized    Adjustment
                                               Personal     Subsequent        to
                                                                          Liquidation
     Description       Encumbrances   Land     Property   to Acquisition     Basis

Waterford Square
<S>                      <C>         <C>        <C>          <C>            <C>
  Apartments             $11,295     $ 1,382    $13,479      $ 3,720        $ (927)
Fox Crest Apartments       5,522         861      8,198        1,608          4,333
Angeles Partners XIV      11,746          --         --           --             --

        Totals           $28,563     $ 2,243    $21,677      $ 5,328        $ 3,406
</TABLE>

                        Gross Amount At Which Carried
                            At December 31, 2002
                               (in thousands)

<TABLE>
<CAPTION>

                                  Buildings
                                     And
                                   Related
                                  Personal               Accumulated       Date     Depreciable
      Description         Land    Property    Total    Depreciation (1)  Acquired       Life

Waterford Square
<S>                     <C>        <C>       <C>              <C>        <C>   <C>    <C>
  Apartments            $ 1,382    $16,272   $17,654          $ --       05/31/85     3-30 yrs
Fox Crest Apartments        861     14,139    15,000              --     06/30/85     3-30 yrs

        Totals          $ 2,243    $30,411   $32,654          $ --
</TABLE>

(1)   As a result of adopting the  liquidation  basis of  accounting,  the gross
      carrying value of the properties was adjusted to its net realizable  value
      and will not be depreciated further.

Reconciliation of "investment properties and accumulated depreciation":

                                                Years Ended December 31,
                                                  2002            2001
                                                     (in thousands)
Investment Properties
Balance at beginning of year                    $28,894          $28,497
  Property improvements                             354              397
  Adjustment to liquidation basis                 3,406               --
Balance at end of year                          $32,654          $28,894

Accumulated Depreciation
Balance at beginning of year                    $21,244          $19,845
  Additions charged to expense                    1,403            1,399
  Adjustment to liquidation basis               (22,647)              --
Balance at end of year                            $ --           $21,244

The aggregate cost of the investment  properties for Federal income tax purposes
at December 31, 2002 and 2001, is  approximately  $29,236,000  and  $28,878,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2002 and 2001, is  approximately  $22,369,000  and  $21,098,000,
respectively.

Note H - Abandonment of Limited Partnership Units

During each of the years ended December 31, 2002 and 2001, the number of Limited
Partnership Units decreased by 10 units due to Limited Partners abandoning their
Limited Partnership Units. In abandoning his or her Limited Partnership Units, a
Limited Partner relinquishes all right, title and interest in the Partnership as
of the date of abandonment. However, the Limited Partner is allocated his or her
share of loss for that  year.  The  loss  per  Limited  Partnership  Unit in the
accompanying  consolidated  statements of operations is calculated  based on the
number of units outstanding at the beginning of the year.

Note I - Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its  entirety  through  November  7, 2002 so that the parties
could have an opportunity to discuss settlement.  On October 30, 2002, the court
entered an order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

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

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the  complaint.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

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

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

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

            None.

                                    PART III

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

Angeles Realty Corporation II ("ARC II" or the "Managing General Partner"),  was
a wholly-owned  subsidiary of MAE GP Corporation ("MAE GP").  Effective February
25, 1998, MAE GP was merged into Insignia  Properties  Trust ("IPT").  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 names and ages of, as well as the positions and offices held by, the present
executive  officers  and  director of ARC II are set forth  below.  There are no
family relationships between or among any officers or director.

Name                        Age    Position

Patrick J. Foye              45    Executive Vice President and Director

Paul J. McAuliffe            46    Executive Vice President and Chief
                                     Financial Officer

Thomas C. Novosel            44    Senior Vice President and Chief Accounting
                                     Officer

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,  where he is  responsible  for  continuous
improvement,  acquisitions of partnership securities,  consolidation of minority
interests,  and corporate and other  acquisitions.  Prior to joining AIMCO,  Mr.
Foye was a Merger and  Acquisitions  Partner in the law firm of  Skadden,  Arps,
Slate, Meagher & Flom LLP from 1989 to 1998.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the Managing General Partner since April 1, 2002. Mr. McAuliffe has served as
Executive  Vice  President  of AIMCO  since  February  1999 and Chief  Financial
Officer of AIMCO since  October 1999.  From May 1996 until he joined AIMCO,  Mr.
McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas C. Novosel has been Senior Vice President and Chief Accounting Officer of
the Managing  General  Partner  since April 1, 2002.  Mr.  Novosel has served as
Senior Vice  President and Chief  Accounting  Officer of AIMCO since April 2000.
From October 1993 until he joined  AIMCO,  Mr.  Novosel was a partner at Ernst &
Young LLP, where he served as the director of real estate advisory  services for
the  southern  Ohio  Valley  area  offices  but did not work on any  assignments
related to AIMCO or the Partnership.

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

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

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

The executive  officers and director of the Managing  General Partner  discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive  officers and director of the Managing  General  Partner have approved
the  inclusion of the audited  financial  statements  in the Form 10-KSB for the
year  ended  December  31,  2002 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 2003. Fees for
2002 were  audit  services  of  approximately  $31,000  and  non-audit  services
(principally tax-related) of approximately $14,000.

Item 10.    Executive Compensation

No compensation  or  remuneration  was paid by the Partnership to any officer or
director  of ARC II.  The  Partnership  has no plan,  nor  does the  Partnership
presently  propose a plan, which will result in any  remuneration  being paid to
any officer or director upon  termination of employment.  However,  certain fees
and other payments have been made to the Partnership's  Managing General Partner
and its affiliates,  as described in "Item 12. Certain Relationships and Related
Transactions".

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  Partnership  Units  of the
Registrant as of December 31, 2002.

           Entity               Number of Units        Percentage

AIMCO Properties LP                 10,825               24.94%
  (an affiliate of AIMCO)

AIMCO Properties LP is indirectly  ultimately  controlled by AIMCO. Its business
address  is  Stanford  Place 3, 4582 S.  Ulster  Parkway,  Suite  1100,  Denver,
Colorado 80237.

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

Item 12.    Certain Relationships and Related Transactions

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

As compensation for providing property  management  services,  affiliates of the
Managing  General  Partner were  entitled to receive 5% of gross  receipts  from
Foxcrest Apartments during the years ended December 31, 2002 and 2001, and 6% of
gross  receipts from Waterford  Square  Apartments for the six months ended June
30,  2001.  Effective  July 1, 2001,  the rate was  increased  to 7.82% of gross
receipts.  The Registrant  paid to such  affiliates  approximately  $350,000 and
$324,000 for the years ended December 31, 2002 and 2001, respectively, which are
included in operating expenses.

Affiliates   of  the  Managing   General   Partner  were   eligible  to  receive
reimbursements of accountable administrative expenses amounting to approximately
$169,000  and  $335,000  for  the  years  ended  December  31,  2002  and  2001,
respectively,  which are  included in general and  administrative  expenses  and
investment   properties.   Included  in  these   amounts  are  fees  related  to
construction  management  services  provided  by an  affiliate  of the  Managing
General  Partner  of  approximately  $4,000  and  $135,000  for the years  ended
December 31, 2002 and 2001,  respectively.  The construction  management service
fees are  calculated  based on a percentage  of current  additions to investment
properties.  The Partnership  owed the affiliates  approximately  $2,100,000 and
$1,935,000 at December 31, 2002 and 2001,  respectively,  for  reimbursement  of
accountable administrative expenses. In addition, during the year ended December
31, 2002,  affiliates of the Managing General Partner decided to charge interest
at prime plus 2% on unpaid reimbursements of accountable administrative expenses
as allowed under the Partnership  Agreement.  Approximately $272,000 was charged
to  interest  expense  during  the  year  ended  December  31,  2002,  of  which
approximately $140,000 related to 2001. There was no associated interest accrued
at December  31,  2001.  These  amounts are  included  in due to  affiliates  at
December 31, 2002 and 2001.

In accordance with the Partnership  Agreement,  the Managing General Partner has
made advances to the Partnership. The amount of the outstanding loan and accrued
interest was  approximately  $166,000,  and is included in due to  affiliates at
December 31, 2002. At December 31, 2001, the amount of the outstanding  loan and
accrued interest was  approximately  $155,000.  Interest is charged at the prime
rate plus 2%.  Interest  expense  was  approximately  $11,000 and $5,000 for the
years ended December 31, 2002 and 2001, respectively.

AMIT provided  financing  (the "AMIT Loans") to the  Partnership.  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. Thus,
AIMCO is the current  holder of the AMIT loans.  The  principal  balances on the
AMIT Loans total approximately  $7,170,000 at December 31, 2002, accrue interest
at a rate of 12.5% per annum and are recourse to the Partnership. One of the two
notes totaling  approximately  $2,405,000  originally matured in March 1998. The
Managing  General  Partner  negotiated  with  AMIT to extend  this  indebtedness
through March 2002. The Partnership is currently in default with respect to this
note as a result of  non-payment  of interest and principal upon its maturity in
March  2002.  It is  anticipated  that this  indebtedness  will be  repaid  with
proceeds from the sale of Waterford Square Apartments. The remaining note with a
principal  balance of  approximately  $4,765,000  matured  March 1, 2003 and the
Partnership  is  currently in default due to  non-payment.  The  Partnership  is
currently in default with respect to this note as a result of  non-payment  upon
its  maturity.  Total  interest  expense  on the AMIT  Loans  was  approximately
$1,580,000  and  $1,511,000  for the years  ended  December  31,  2002 and 2001,
respectively.  Total interest paid on the AMIT loans was approximately  $960,000
and $978,000 for the years ended December 31, 2002 and 2001, respectively. Total
accrued interest on the AMIT loans was approximately  $5,974,000 at December 31,
2002.

An affiliate of the Managing  General  Partner  purchased the unsecured  working
capital  loans  effective  July 1,  2002.  Both of the loans are in  default  at
December 31, 2002. The total amount due under this obligation was  approximately
$4,576,000  plus accrued  interest of  approximately  $4,295,000 at December 31,
2002. Total interest expense on these loans was  approximately  $152,000 for the
six months ended  December 31, 2002.  There were no payments of interest  during
the six months ended December 31, 2002.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Managing General Partner.  During the years ended December
31,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately  $100,000 and $56,000,  respectively,  for insurance  coverage and
fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 10,825 limited partnership units in
the Partnership  representing  24.94% of the  outstanding  Units at December 31,
2002.  These Units were acquired  pursuant to tender offers made by AIMCO or its
affiliates.  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 voting on certain  amendments to the  Partnership  Agreement
and voting to remove the Managing General Partner. Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Managing  General  Partner to AIMCO, as its
sole stockholder.

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            See Exhibit Index.

      (b) Reports on Form 8-K:

            No reports were filed during the quarter ended December 31, 2002.

Item 14.    Controls and Procedures

The principal  executive officer and principal financial officer of the Managing
General Partner, who are the equivalent of the Partnership's principal executive
officer and principal financial officer,  respectively,  have, within 90 days of
the filing  date of this  annual  report,  evaluated  the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules  13a-14(c)  and  15d-14(c))  and have  determined  that such  disclosure
controls and procedures are adequate.  There have been no significant changes in
the Partnership's internal controls or in other factors that could significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.

                                   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 XIV
                                    (A California Limited Partnership)

                                    By:   Angeles Realty Corporation II
                                          Managing General Partner


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


                                    By:   /s/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President and
                                          Chief Accounting Officer

                              Date: March 31, 2003

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


/s/Patrick J. Foye            Executive Vice President      Date: March 31, 2003
Patrick J. Foye               and Director


/s/Thomas C. Novosel          Senior Vice President         Date: March 31, 2003
Thomas C. Novosel             and Chief Accounting Officer

                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 31, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive  Vice  President of Angeles Realty
                                    Corporation  II,  equivalent  of  the  chief
                                    executive officer of the Partnership

                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 31, 2003

                                    /s/Paul J. McAuliffe
                                    Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer of Angeles  Realty  Corporation  II,
                                    equivalent of the chief financial officer of
                                    the Partnership

                              ANGELES PARTNERS XIV

                                  EXHIBIT INDEX


Exhibit Number    Description of Exhibit

       3.1        Amended Certificate and Agreement of Limited Partnership filed
                  in Form S-11 dated  December 24, 1984  incorporated  herein by
                  reference.

      10.1        Agreement of Purchase and Sale of Real  Property with Exhibits
                  - Waterford Square  Apartments filed in Form 8-K dated May 31,
                  1985 incorporated herein by reference.

      10.2        Agreement of Purchase and Sale of Real  Property with Exhibits
                  - Fox Crest  Apartments  filed in Form 8-K dated June 30, 1985
                  incorporated herein by reference.

      10.3        Agreement of Purchase and Sale of Real  Property with Exhibits
                  - Dayton  Industrial  Complex filed in Form 8-K dated December
                  20, 1985 incorporated herein by reference.

      10.4        Agreement of Purchase and Sale of Real  Property with Exhibits
                  - Camelot Village Apartments filed in Form 8-K dated March 31,
                  1987 incorporated herein by reference.

      10.5        Agreement of Purchase and Sale of Real  Property with Exhibits
                  - Glenwood Plaza Shopping Center filed in Form 8-K dated March
                  31, 1987 incorporated herein by reference.

      10.6        Glenwood Plaza Shopping Center financing disclosed in notes to
                  financial  statements  filed in Form 10-Q dated June 30, 1988,
                  incorporated herein by reference.

      10.7        Promissory  note  -  Waterford  Square  Apartments   financing
                  disclosed in notes to financial  statements filed in Form 10-K
                  dated December 31, 1989 incorporated herein by reference.

      10.8        Promissory note - Fox Crest Apartments  financing disclosed in
                  notes  to  financial  statements  filed  in  Form  10-K  dated
                  December 31, 1989 incorporated herein by reference.

      10.9        Sale  agreement  -  Cascades  Apartments  filed  in Form  8-K,
                  Exhibit  I,  dated  August 28,  1991,  incorporated  herein by
                  reference.

      10.10       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.

      10.11       Agreement of Purchase and Sale of Real  Property with Exhibits
                  Camelot Village  Apartments and Glenwood Plaza Shopping Center
                  filed in Form 8-K dated July 15, 1993  incorporated  herein by
                  reference.

      10.12       Agreement of Purchase and Sale of Real  Property with Exhibits
                  Building 54 of the Dayton  Industrial  Complex Shopping Center
                  filed in Form 8-K dated December 28, 1994 incorporated  herein
                  by reference.

      10.13       Agreement of Purchase and Sale of Real  Property with Exhibits
                  Building 47 of the Dayton  Industrial  Complex Shopping Center
                  filed in Form 8-K dated August 31, 1995 incorporated herein by
                  reference.

      10.14       Purchase  Agreement  - Building  45 of the  Dayton  Industrial
                  Complex  -  between  the  Partnership   and   Miller-Valentine
                  Partners, dated December 31, 1995.

      10.15       Amendment to and  Assignment of Purchase  Agreement - Building
                  45 of the Dayton Industrial Complex - between the Partnership,
                  Miller-Valentine  Partners and Mid-States Development Company,
                  dated April 8, 1996.

10.16Assignment of Permits,  Etc. - Building 45 of the Dayton Industrial Complex
     - between the Partnership and Mid-States  Development Company,  dated April
     8, 1996.

      10.17       Assignment  and  Assumption of Leases and Security  Deposits -
                  Building  45 of the Dayton  Industrial  Complex - between  the
                  Partnership and Mid-States Development Company, dated April 8,
                  1996.

      10.18       Assignment   of   Warranties  -  Building  45  of  the  Dayton
                  Industrial  Complex - between the  Partnership  and Mid-States
                  Development Company, dated April 8, 1996.

      10.19       Bill  of Sale  and  Assignment  -  Building  45 of the  Dayton
                  Industrial  Complex - between the  Partnership  and Mid-States
                  Development Company, dated April 8, 1996.

      10.20       Limited  Warranty Deed - Building 45 of the Dayton  Industrial
                  Complex - between the Partnership  and Mid-States  Development
                  Company, dated April 8, 1996.

      10.21       Purchase  Agreement  - Building  52 of the  Dayton  Industrial
                  Complex  -  between  the  Partnership   and   Miller-Valentine
                  Partner, dated December 31, 1995.

      10.22       Assignment  of Purchase  Agreement - Building 52 of the Dayton
                  Industrial Complex - between the Partnership, Miller-Valentine
                  Partners and Mid-States  Development  Company,  dated April 8,
                  1996.

10.23Assignment of Permits,  Etc. - Building 52 of the Dayton Industrial Complex
     -  between  the  Partnership,   Miller-Valentine  Partners  and  Mid-States
     Development Company, dated April 8, 1996.

      10.24       Assignment  of  Assumption  of Leases and Security  Deposits -
                  Building  52 of the Dayton  Industrial  Complex - between  the
                  Partnership,    Miller-Valentine   Partners   and   Mid-States
                  Development Company, dated April 8, 1996.

      10.25       Assignment   of   Warranties  -  Building  52  of  the  Dayton
                  Industrial Complex - between the Partnership, Miller-Valentine
                  Partners and Mid-States  Development  Company,  dated April 8,
                  1996.

      10.26       Bill  of Sale  and  Assignment  -  Building  52 of the  Dayton
                  Industrial Complex - between the Partnership, Miller-Valentine
                  Partners and Mid-States  Development  Company,  dated April 8,
                  1996.

      10.27       Limited  Warranty Deed - Building 52 of the Dayton  Industrial
                  Complex - between the Partnership,  Miller-Valentine  Partners
                  and Mid-States Development Company, dated April 8, 1996.

10.28Purchase  Agreement - between Angeles  Partners XIV and ABMD,  LTD.,  dated
     July 30, 1996.

10.29Assignment of Service  Agreements - between  Angeles  Partners XIV to ABMD,
     LTD.

10.30Assignment of Licenses and Permits - between Angeles  Partners XIV to ABMD,
     LTD.

10.31Assignment of Warranties and Guarantees - by Angeles  Partners XIV to ABMD,
     LTD.

10.32 Bill of Sale and Assignment - between Angeles Partners XIV to ABMD, LTD.

      10.33       Limited Warranty Deed - by Angeles Partners XIV to ABMD, LTD.

10.34Assignment  and  Assumption of Leases and  Subleases - by Angeles  Partners
     XIV to ABMD, LTD.

10.35Mortgage Note between  Washington  Capital  Associates,  Inc. and Waterford
     Square  Apartments,  a California  general  partnership,  dated October 28,
     1996.

10.36Rider  to  Mortgage  Note by  Waterford  Square  Apartments,  a  California
     general  partnership,  to the order of Washington Capital Associates,  Inc.
     dated as of October 28, 1996.

      10.37       Assignment   of   Warranties  -  Building  41  of  the  Dayton
                  Industrial  Complex - between the  Partnership  and Mid-States
                  Development Company, dated June 12, 1998.

      10.38       Assignment  of Permits - Building 41 of the Dayton  Industrial
                  Complex - between the Partnership  and Mid-States  Development
                  Company, dated June 12, 1998.

      10.39       Purchase  Agreement  - Building  41 of the  Dayton  Industrial
                  Complex - between the Partnership  and Mid-States  Development
                  Company, dated June 12, 1998.

      10.40       Closing  Statement  -  Building  41 of the  Dayton  Industrial
                  Complex - between the Partnership  and Mid-States  Development
                  Company, dated June 12, 1998.

      10.41       Journal Entry Confirming Sale,  Ordering Deed and Distributing
                  Sale Proceeds - between The Traveler's  Insurance  Company and
                  the Partnership, dated June 12, 1998.

      10.42       Agreement  of  Purchase  and Sale - Building  55 of the Dayton
                  Industrial   Complex  -  between  Angeles   Partners  XIV  and
                  Shopsmith  Inc.,  dated  December 31, 1998 filed in 10-KSB for
                  the year ended December 31, 1998.

99   Certification of Chief Executive Officer and Chief Financial Officer.

Exhibit 99


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



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

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

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


                                    /s/Patrick J. Foye
                              Name: Patrick J. Foye
                              Date: March 31, 2003


                                    /s/Paul J. McAuliffe
                              Name: Paul J. McAuliffe
                              Date: March 31, 2003


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