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

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

                    For the fiscal year ended December 31, 2001

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

                        For the transition period from to

                         Commission file number 0-14248

                                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.  $5,374,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2001. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

                                     PART I

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.

The Partnership was formed for the purpose of acquiring fee interests in various
types of real estate property.  The Managing General Partner intends to maximize
the operating results and,  ultimately,  the net realizable value of each of the
Partnership's  properties in order to achieve the best  possible  return for the
investors.   Such  results  may  best  be  achieved   through   property  sales,
refinancings,   debt   restructurings  or  relinquishment  of  the  assets.  The
Partnership  intends to evaluate each of its holdings  periodically to determine
the most appropriate strategy for each of the assets.

The  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.

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.

<PAGE>
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.

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

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

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

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


<PAGE>



Schedule of Properties

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

<TABLE>
<CAPTION>

                            Gross
                           Carrying   Accumulated                         Federal
Property                    Value     Depreciation    Rate    Method     Tax Basis
                               (in thousands)                          (in thousands)
Waterford Square
<S>                        <C>          <C>         <C>         <C>       <C>
  Apartments               $18,384      $13,666     5-20 yrs    (1)       $ 4,883

Fox Crest Apartments        10,510        7,578     5-20 yrs    (1)         2,897
                           $28,894      $21,244                           $ 7,780
</TABLE>

(1)   Straight line and accelerated

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

Schedule of Property Indebtedness

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

<TABLE>
<CAPTION>

                            Principal                                         Principal
                            Balance At                                         Balance
                           December 31,   Interest    Period     Maturity      Due At
        Property               2001         Rate     Amortized   Date (6)   Maturity (6)
                          (in thousands)                                   (in thousands)
Waterford Square
  Apartments
<S>                          <C>            <C>       <C>        <C>            <C>
  1st mortgage               $11,435        7.90%     31 yrs     11/2027        $ --
Fox Crest Apartments
  1st mortgage                 5,743        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 (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                        $28,924                                           $17,191

</TABLE>

(1)  Interest  accrues at prime plus 2%;  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.


<PAGE>


(3)   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.

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

(5)   No payments due until maturity.

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

Rental Rates and Occupancy

Average  annual  rental rates and  occupancy for 2001 and 2000 for each property
are as follows:

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

 Waterford Square Apartments       $6,484        $6,337         96%         97%
 Fox Crest Apartments               8,713         8,326         97%         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 2001 for each property were:

                                    2001             2001
                                   Billing           Rate
                               (in thousands)

Waterford Square Apartments         $ 179            5.80%
Fox Crest Apartments                  231            8.14%

Capital Improvements

Waterford Square Apartments

During the year ended December 31, 2001,  the  Partnership  spent  approximately
$194,000 on capital  improvements  at Waterford  Square  Apartments,  consisting
primarily of air conditioning  unit, floor covering and appliance  replacements.
These  improvements  were funded from replacement  reserves and operations.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per unit or $146,100. Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Fox Crest Apartments

During the year ended December 31, 2001,  the  Partnership  spent  approximately
$203,000 on capital  improvements at Fox Crest Apartments,  consisting primarily
of roof  replacement,  floor covering  replacement and cabinet  upgrades.  These
improvements  were  funded  from  replacement   reserves  and  operations.   The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per unit or $73,500.  Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Item 3.     Legal Proceedings

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

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

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

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

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


<PAGE>


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, 2001.



<PAGE>


                                     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
3,290 holders of record owning an aggregate of 43,411 Units. An affiliate of the
Managing  General  Partner owned 10,768 units or 24.80% at December 31, 2001. No
public  trading  market has developed for the Units,  and it is not  anticipated
that such a market will develop in the future.  In 2001 and 2000,  the number of
Limited  Partnership Units decreased by 10 and 168 units,  respectively,  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, 2001,  Waterford  Square  Apartments,  Ltd. (a
limited  partnership in which the Registrant owns a 99% interest) 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.  For the year ended  December 31, 2000, a surplus cash
distribution of approximately $500,000 of which approximately $5,000 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 pending  maturities of
the AMIT loans and the first  mortgage loan on Fox Crest,  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 10,768 limited partnership units in
the Partnership  representing  24.80% of the  outstanding  units at December 31,
2001.  These units were acquired  pursuant to tender offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Managing  General  Partner.  When voting on matters,  AIMCO
would in all likelihood vote the Units it acquired in a manner  favorable to the
interest of the Managing  General Partner  because of its  affiliation  with the
Managing General Partner.


<PAGE>



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

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

Results of Operations

The   Partnership's   net  loss  for  the  year  ended  December  31,  2001  was
approximately  $1,916,000 compared to a net loss of approximately $2,083,000 for
the year ended  December 31,  2000.  The decrease in net loss for the year ended
December 31, 2001 is primarily  due to an increase in total  revenues  which was
partially  offset  by an  increase  in total  expenses.  The  increase  in total
revenues is due to increases in rental  income and other  income.  Rental income
increased primarily due to an increase in the average annual rental rate at both
of the  Partnership's  investment  properties,  which was partially  offset by a
slight  decrease in  occupancy  at  Waterford  Square  Apartments.  Other income
increased  primarily  due to  increases in utility  reimbursements  at Fox Crest
Apartments and cable television  income and lease  cancellation  fees at both of
the  Partnership's  investment  properties.  The  increase  in other  income was
partially  offset by a decrease  in interest  income,  as a result of lower cash
balances in interest-bearing accounts.

The increase in total  expenses is primarily  due to increases in operating  and
depreciation  expenses  partially  offset by a  decrease  in  interest  expense.
Operating  expense  increased  primarily  due to  increases  in payroll  related
expenses and management  fees as a result of increased  rental income at both of
the Partnership's  investment properties.  The increase in operating expense was
partially  offset by a decrease in advertising  expense at Fox Crest  Apartments
and  a  decrease  in  maintenance   expense  at  Waterford  Square   Apartments.
Depreciation  expense  increased due to property  improvements  and replacements
placed into service at both of the Partnership's  investment properties over the
past year.  Interest expense decreased due to scheduled  principal payments made
on the  properties'  mortgages,  the  repayment  of one of the  AMIT  loans  and
payments made on the remaining AMIT loans.  Property tax expense and general and
administrative expenses remained relatively constant for the comparable periods.
Included in general and administrative expenses for the years ended December 31,
2001 and 2000 are  management  reimbursements  to the Managing  General  Partner
allowed under the Partnership Agreement. In addition,  costs associated with the
quarterly and annual  communications  with investors and regulatory agencies and
the annual audit required by the Partnership Agreement are also included.

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

At  December  31,  2001,  the  Partnership  had  cash and  cash  equivalents  of
approximately $1,177,000 as compared to approximately $1,497,000 at December 31,
2000. The decrease in cash and cash equivalents of approximately $320,000 is due
to approximately $381,000 of cash used in investing activities and approximately
$312,000 of cash used in financing activities, partially offset by approximately
$373,000  of cash  provided  by  operating  activities.  Cash used in  investing
activities consisted of property  improvements and replacements and net deposits
to escrow  accounts  maintained by the mortgage  lender.  Cash used in financing
activities  consisted  primarily  of  payments  of  principal  on the  mortgages
encumbering the Registrant's  properties,  a principal  payment on the Waterford
Square  note  payable to AMIT and, to a lesser  extent,  a  distribution  to the
general partner of Waterford  Square  Apartments,  Ltd.,  partially offset by an
advance received from an affiliate.  The Registrant  invests its working capital
reserves in interest bearing accounts.

The accompanying  consolidated  financial statements have been prepared assuming
the Partnership will continue as a going concern.  The Partnership  continues to
incur recurring operating losses and suffers from inadequate liquidity. Recourse
indebtedness of approximately $4,576,000, plus accrued interest of approximately
$3,989,000  is in default at December 31,  2001,  as a result of  nonpayment  of
interest  and  principal  upon its 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.  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 an
extension of the forebearance agreement until April 1, 2002. The extension until
April 1, 2002 was granted to allow the  Partnership  to finalize a contract  for
the sale of Waterford Square Apartments that is currently in negotiations.  Upon
the sale of Waterford Square Apartments,  the distributable 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. Saticoy has agreed to
accept 68.75% of the remaining proceeds in full satisfaction of its notes.

No  other  sources  of  additional   financing  have  been   identified  by  the
Partnership,  nor does the  Managing  General  Partner  have any other  plans to
remedy the liquidity  problems the  Partnership is currently  experiencing.  The
Managing  General Partner  anticipates  that Fox Crest  Apartments and Waterford
Square  Apartments  will generate  sufficient cash flows during 2002 to meet all
property  operating  expenses,  property debt service  requirements  and to fund
capital expenditures.  However, these cash flows will be insufficient to provide
debt service for the unsecured Partnership indebtedness. If the Managing General
Partner is unsuccessful in its efforts to restructure  these loans,  then it may
be forced to liquidate the Partnership.

As a result of the above,  there is  substantial  doubt about the  Partnership's
ability to continue as a going concern.  The financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets or amounts and  classifications of liabilities that may
result from these uncertainties.

With respect to the  Partnership's two apartment  complexes,  the sufficiency of
existing  liquid  assets  to  meet  future  liquidity  and  capital  expenditure
requirements is directly related to the level of capital  expenditures  required
at the properties to adequately maintain the physical assets and other operating
needs of the Partnership and to comply with Federal,  state, and local legal and
regulatory  requirements.  The  Partnership is currently  evaluating the capital
improvement  needs of each of its  properties for the upcoming year. The minimum
amount to be  budgeted  for the  Partnership  is expected to be $300 per unit or
$219,600.  Additional  improvements  may be  considered  and will  depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

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. (Pursuant to
a series of  transactions,  affiliates of the Managing  General Partner acquired
ownership  interests in AMIT as follows:  On September 17, 1998, AMIT was merged
with and into IPT;  effective  February  26,  1999,  IPT was merged  into AIMCO.
Accordingly,  AIMCO is the current  holder of the AMIT loans.) 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  $819,000 matures in 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's  other remaining note to AMIT for  approximately  $4,765,000,
plus accrued interest at 12.5% per annum compounded  monthly,  is due March 2003
and does not require any payments until maturity.  Accrued interest on this note
as of December 31, 2001 is  approximately  $4,535,000.  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.  With respect to Fox Crest  Apartments,  the Managing General Partner
will attempt to refinance  such  indebtedness  and/or sell the property prior to
such  maturity  date.  If the  property  cannot  be  refinanced  or  sold  for a
sufficient  amount,  the  Registrant  will risk  losing  such  property  through
foreclosure.

For the year ended  December  31, 2001,  Waterford  Square  Apartments,  Ltd. (a
limited  partnership in which the Registrant owns a 99% interest) 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.  For the year ended  December 31, 2000, a surplus cash
distribution of approximately $500,000 of which approximately $5,000 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 pending  maturities of
the AMIT loans and the first  mortgage loan on Fox Crest,  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 10,768 limited partnership units in
the Partnership  representing  24.80% of the  outstanding  units at December 31,
2001.  These units were acquired  pursuant to tender offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Managing  General  Partner.  When voting on matters,  AIMCO
would in all likelihood vote the Units it acquired in a manner  favorable to the
interest of the Managing  General Partner  because of its  affiliation  with the
Managing General Partner.

Recent Accounting Pronouncements

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



<PAGE>


Item 7.     Financial Statements

ANGELES PARTNERS XIV

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young, LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2001

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

      Consolidated  Statements  of Changes in  Partners'  Deficit - Years  ended
      December 31, 2001 and 2000

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

      Notes to Consolidated Financial Statements


<PAGE>


                 Report of Ernst & Young LLP, Independent Auditors



The Partners
Angeles Partners XIV


We have audited the accompanying  consolidated balance sheet of Angeles Partners
XIV as of  December  31,  2001,  and  the  related  consolidated  statements  of
operations,  changes in  partners'  deficit,  and cash flows for each of the two
years in the period ended December 31, 2001. These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Angeles Partners
XIV at December 31, 2001, and the consolidated results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2001,  in
conformity with accounting principles generally accepted in the United States.

The accompanying  consolidated  financial statements have been prepared assuming
that  Angeles  Partners  XIV will  continue  as a going  concern.  As more fully
described  in Note A, the  Partnership  continues to incur  recurring  operating
losses and suffers  from  inadequate  liquidity.  It is in default on  unsecured
indebtedness of $4,576,000,  plus related accrued interest of $3,989,000, due to
non-payment  upon maturity of the debt in November 1997.  These conditions raise
substantial  doubt  about  the  Partnership's  ability  to  continue  as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note A. The consolidated  financial statements do not include any adjustments to
reflect the possible future effects on the  recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
outcome of this uncertainty.


                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
February 15, 2002


<PAGE>



                              ANGELES PARTNERS XIV

                           CONSOLIDATED BALANCE SHEET
                          (in thousands, except unit data)

                                December 31, 2001
<TABLE>
<CAPTION>


Assets
<S>                                                          <C>            <C>
   Cash and cash equivalents                                                 $ 1,177
   Receivables and deposits                                                      286
   Restricted escrows                                                            157
   Other assets                                                                  283
   Investment properties (Notes C and F):
      Land                                                    $  2,243
      Buildings and related personal property                   26,651
                                                                 28,894
      Less accumulated depreciation                            (21,244)        7,650
                                                                             $ 9,553

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                             $ 50
   Tenant security deposit liabilities                                           129
   Accrued property taxes                                                        291
   Accrued interest (including $3,989 in default)                              9,456
   Due to affiliates (Note E)                                                  2,090
   Other liabilities                                                             159
   Notes payable, including $4,576 in default
      (Notes C, E, and F)                                                     28,924

Partners' Deficit
   General partners                                            $ (710)
   Limited partners (43,411 units issued and
      outstanding)                                             (30,836)      (31,546)
                                                                            $ 9,553

           See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>



                              ANGELES PARTNERS XIV

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

<TABLE>
<CAPTION>

                                                           Years Ended December 31,
                                                              2001         2000
Revenues:
<S>                                                          <C>          <C>
   Rental income                                             $ 5,058      $ 4,920
   Other income                                                  316          235
      Total revenues                                           5,374        5,155

Expenses:
   Operating                                                   1,763        1,691
   General and administrative                                    306          303
   Depreciation                                                1,399        1,362
   Interest                                                    3,408        3,469
   Property taxes                                                414          413
      Total expenses                                           7,290        7,238

Net loss                                                     $(1,916)     $(2,083)

Net loss allocated to general partners (1%)                   $ (19)       $ (21)

Net loss allocated to limited partners (99%)                  (1,897)      (2,062)

                                                             $(1,916)     $(2,083)

Net loss per limited partnership unit                        $(43.69)     $(47.31)


           See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                              ANGELES PARTNERS XIV

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

<TABLE>
<CAPTION>


                                       Limited
                                      Partnership      General      Limited
                                         Units        Partners     Partners      Total

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

Partners' deficit
  at December 31, 1999                  43,589         $ (658)     $(26,877)   $(27,535)

Net loss for the year ended
  December 31, 2000                         --             (21)      (2,062)     (2,083)

Distribution to partners                    --              (5)          --          (5)

Abandonment of Limited
  Partnership Units (Note G)              (168)             --           --          --

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 G)               (10)             --           --          --

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


           See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                              ANGELES PARTNERS XIV

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (in thousands)

<TABLE>
<CAPTION>

                                                              Year Ended December 31,
                                                                  2001        2000
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net loss                                                      $(1,916)     $(2,083)
  Adjustments to reconcile net loss to net cash provided
   by operating activities:
     Depreciation                                                 1,399        1,362
     Amortization of loan costs                                      30           28
     Change in accounts:
      Receivables and deposits                                       (3)         (30)
      Other assets                                                   24          (14)
      Accounts payable                                              (71)          (7)
      Tenant security deposit liabilities                            (5)          27
      Accrued property taxes                                         13           13
      Accrued interest                                              808        1,813
      Due to affiliates                                             201          205
      Other liabilities                                            (107)          (8)

        Net cash provided by operating activities                   373        1,306

Cash flows from investing activities:
  Property improvements and replacements                           (318)        (501)
  Net (deposits to) receipts from restricted escrows                (63)         107

        Net cash used in investing activities                      (381)        (394)

Cash flows from financing activities:
  Principal payments on notes payable                              (455)        (620)
  Advance from affiliate                                            150           --
  Distribution to general partner                                    (7)          (5)

        Net cash used in financing activities                      (312)        (625)

Net (decrease) increase in cash and cash equivalents               (320)         287

Cash and cash equivalents at beginning of year                    1,497        1,210

Cash and cash equivalents at end of year                        $ 1,177      $ 1,497

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 2,507      $ 1,572
Supplemental disclosure of non-cash activity:
  Property improvements and replacements in Due to
   Affiliates                                                     $ 79        $ --

           See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>



                              ANGELES PARTNERS XIV

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2001


Note A - Going Concern

The accompanying  consolidated  financial statements have been prepared assuming
Angeles  Partners XIV (the  "Partnership"  or  "Registrant")  will continue as a
going concern. The Partnership continues to incur recurring operating losses and
suffers from inadequate liquidity.

The  Partnership   has  unsecured   working  capital  loans  in  the  amount  of
approximately   $4,576,000  plus  related  accrued   interest  of  approximately
$3,989,000 that is in default at December 31, 2001 as a result of non-payment of
interest  and  principal  upon its 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.  This indebtedness
is recourse to the  Partnership.  The  Partnership  does not have the means with
which to  satisfy  this  obligation,  and  Saticoy  has a judgment  against  the
Partnership for this debt.

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 an
extension of the forebearance agreement until April 1, 2002. The extension until
April 1, 2002 was granted to allow the  Partnership  to finalize a contract  for
the sale of Waterford Square Apartments that is currently in negotiations.  Upon
the sale of Waterford Square Apartments,  the distributable 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. Saticoy has agreed to
accept 68.75% of the remaining proceeds in full satisfaction of its notes.

The  Partnership  realized a net loss of  approximately  $1,916,000 for the year
ended December 31, 2001. The Managing General Partner expects the Partnership to
continue to incur such losses from  operations.  The Partnership  generated cash
from  operations of  approximately  $373,000  during the year ended December 31,
2001;   however,   this  was  primarily  the  result  of  accruing  interest  of
approximately $808,000 on its indebtedness and, to a lesser extent, $201,000 for
services provided by affiliates.

No  other  sources  of  additional   financing  have  been   identified  by  the
Partnership,  nor does the  Managing  General  Partner  have any other  plans to
remedy the liquidity  problems the  Partnership is currently  experiencing.  The
Managing  General Partner  anticipates  that Fox Crest  Apartments and Waterford
Square Apartments will generate sufficient cash flows for the next twelve months
to meet all property operating expenses,  property debt service requirements and
to fund capital expenditures.  However, these cash flows will be insufficient to
provide debt service for the unsecured Partnership indebtedness.

As a result of the above,  there is  substantial  doubt about the  Partnership's
ability to continue as a going concern. The consolidated financial statements do
not  include  any  adjustments  to reflect the  possible  future  effects on the
recoverability  and  classification of assets or amounts and  classifications of
liabilities that may result from these uncertainties.

Note B - Organization and 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  Partnership's  managing  general  partner  is  Angeles  Realty
Corporation II ("ARC II" or "Managing General Partner") 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, 2001 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  $1,077,000
at December 31, 2001 that are maintained by the 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  $47,000  in 2001 and
approximately  $60,000 in 2000 are charged to expense as they are  incurred  and
are included in operating expenses in the accompanying  consolidated  statements
of operations.

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

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used for
real property over 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.

Loan Costs: Loan costs of approximately $356,000 at December 31, 2001, which are
included in other assets on the  accompanying  consolidated  balance sheet,  are
being  amortized  on a  straight-line  basis  over the  lives of the  loans.  At
December 31, 2001,  accumulated  amortization of approximately  $151,000 is also
included in other assets on the accompanying consolidated balance sheet.

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

Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair Value
of  Financial  Instruments",  as amended  by SFAS No.  119,  "Disclosures  about
Derivative  Financial  Instruments  and Fair  Value of  Financial  Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the  carrying  amount of its  financial  instruments  (except for long term
debt)  approximates  their fair value due to the short  term  maturity  of these
instruments.  The  fair  value  of  the  Partnership's  first  mortgages,  after
discounting the scheduled loan payments to maturity,  approximates  its carrying
balance. The Managing General Partner believes that it is not appropriate to use
the Partnership's incremental borrowing rate for debt to affiliates or debt that
is in  default  as there is no  market  in which the  Partnership  could  obtain
similar 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.  It 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.  The Managing General Partner believes that  segment-based  disclosures
will  not  result  in a  more  meaningful  presentation  than  the  consolidated
financial statements as currently presented.

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". SFAS No. 144 is
effective  for fiscal years  beginning  after  December  15, 2001.  The Managing
General  Partner  does not  anticipate  that its  adoption  will have a material
effect on the financial position or results of operations of the Partnership.


<PAGE>



Note C - Notes Payable

<TABLE>
<CAPTION>


                            Principal       Monthly                             Principal
                            Balance At      Payment       Stated                 Balance
                           December 31,    Including     Interest   Maturity      Due At
Property                       2001         Interest       Rate       Date       Maturity
                          (in thousands) (in thousands)                       (in thousands)
Waterford Square
  Apartments
<S>                          <C>              <C>          <C>       <C>           <C>
  1st mortgage               $11,435          $87          7.90%     11/2027       $ --
Fox Crest Apartments
  1st mortgage                 5,743           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 (2)
  ("Glenwood")                 2,405          (4)         12.50%     03/2002       2,405
  Note payable (2)
  ("Foxcrest")                 4,765          (5)         12.50%     03/2003       4,765

      Total                  $28,924                                             $17,191
</TABLE>

(1)   Interest  accrues at prime plus 2% (6.75% at December 31, 2001);  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 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.

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

(5)   No payments due until 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.

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  $3,989,000,  at December  31,  2001,  with  monthly
interest accruing at the prime rate plus two percent.  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 this loan was approximately
$427,000  and  $518,000  for  the  years  ended  December  31,  2001  and  2000,
respectively. 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, which is an unrelated party.

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 an
extension of the forebearance agreement until April 1, 2002. The extension until
April 1, 2002 was granted to allow the  Partnership  to finalize a contract  for
the sale of Waterford Square Apartments that is currently in negotiations.  Upon
the sale of Waterford Square Apartments,  the distributable 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. Saticoy has agreed to
accept 68.75% of the remaining proceeds in full satisfaction of its notes.

Mortgage notes payable  totaling  approximately  $17,178,000 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, 2001,
are as follows (in thousands):

                                2002            $ 7,342
                                2003             10,438
                                2004                164
                                2005                177
                                2006                192
                             Thereafter          10,611
                                Total           $28,924

Note D - 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 unit data):

                                                  2001        2000

Net loss as reported                             $(1,916)    $(2,083)
Add (deduct):
  Depreciation differences                          134          117
  Unearned income                                   (37)          (2)
  Other                                             507          418
Federal taxable loss                            $(1,312)     $(1,550)

Federal taxable loss per limited
  partnership unit                              $ (31.98)    $(33.11)

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

Net liabilities as reported                  $ (31,546)
Land and buildings                                 (16)
Accumulated depreciation                           146
Syndication and distribution costs               6,047
Other                                              625

Net liabilities - Federal tax basis          $ (24,744)


<PAGE>



Note E - Transactions with Affiliated Parties

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

The following  payments were paid or accrued to the Managing General Partner and
affiliates during the years ended December 31, 2001 and 2000.

                                                               2001      2000
                                                               (in thousands)

Property management fees (included in operating expenses)      $ 324     $ 282

Reimbursement for services of affiliates (included
  in investment properties and general and administrative
  expenses)                                                      335       205
Interest expense accrued to affiliates                         1,511     1,467
Due to affiliates                                              2,090     1,660

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, 2001 and 2000, and 6% of
gross receipts from Waterford Square  Apartments for the year ended December 31,
2000 and through June 30, 2001.  Effective  July 1, 2001, the rate was increased
to 7.82% of gross receipts. The Registrant paid to such affiliates approximately
$324,000  and  $282,000  for  the  years  ended  December  31,  2001  and  2000,
respectively.

Affiliates   of  the  Managing   General   Partner  were   eligible  to  receive
reimbursement of accountable  administrative expenses amounting to approximately
$335,000  and  $205,000  for  the  years  ended  December  31,  2001  and  2000,
respectively.  Included  in these  amounts  are  fees  related  to  construction
management  services provided by an affiliate of the Managing General Partner of
approximately  $135,000 for the year ended  December 31, 2001. No such fees were
incurred  during the year ended December 31, 2000. The  construction  management
service fees are  calculated  based on a percentage of current and certain prior
year additions to investment properties and are being depreciated over 15 years.
The   Partnership   owed  the  affiliates  of  the  Managing   General   Partner
approximately   $1,935,000  and  $1,660,000  at  December  31,  2001  and  2000,
respectively,  for reimbursement of accountable  administrative  expenses. These
amounts were included in "Due to affiliates" at December 31, 2001 and 2000.

During the year ended  December 31, 2001,  the  Partnership  received an advance
from an affiliate of the Managing General Partner in the amount of approximately
$150,000.  Interest is charged at the prime rate plus 2%.  Interest  expense was
approximately  $5,000 for the year ended  December 31, 2001.  These  amounts are
included in "Due to affiliates"  at December 31, 2001.  There were no loans from
the  Managing  General  Partner  or  associated  interest  during the year ended
December 31, 2000.

Angeles Mortgage Investment Trust ("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,  2001,  accrue  interest  at a rate of 12.5% per annum and are
recourse to the Partnership.  One of the three notes was paid in full during the
year ended  December 31, 2001.  One of the two remaining  notes in the amount of
$2,405,000  originally  matured in March  1998.  The  Managing  General  Partner
negotiated  with  AMIT to extend  this  indebtedness  through  March  2002.  The
remaining note with a principal balance of approximately  $4,765,000  matures in
March  2003.  Total  interest  expense  on  the  AMIT  Loans  was  approximately
$1,511,000  and  $1,467,000  for the years  ended  December  31,  2001 and 2000,
respectively.  Total interest paid on the AMIT loans was approximately  $978,000
and  $169,000  for the years ended  December  31,  2001 and 2000,  respectively.
Accrued interest was approximately $5,354,000 at December 31, 2001.

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

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 10,768 limited partnership units in
the Partnership  representing  24.80% of the  outstanding  units at December 31,
2001.  These units were acquired  pursuant to tender offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Managing  General  Partner.  When voting on matters,  AIMCO
would in all likelihood vote the Units it acquired in a manner  favorable to the
interest of the Managing  General Partner  because of its  affiliation  with the
Managing General Partner.


<PAGE>



Note F - Investment Properties and Accumulated Depreciation

<TABLE>
<CAPTION>

                                               Initial Cost
                                              To Partnership
                                              (in thousands)

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

Waterford Square
<S>                          <C>          <C>          <C>            <C>
  Apartments                 $11,435      $ 1,382      $13,479        $ 3,523
Fox Crest Apartments           5,743          861        8,198          1,451
Angeles Partners XIV          11,746           --           --             --

         Totals              $28,924      $ 2,243      $21,677        $ 4,974
</TABLE>

<TABLE>
<CAPTION>

                        Gross Amount At Which Carried
                             At December 31, 2001
                                (in thousands)

                                  Buildings
                                     And
                                   Related
                                   Personal             Accumulated      Date     Depreciable
      Description         Land     Property    Total    Depreciation   Acquired    Life-Years

Waterford Square
<S>                      <C>       <C>        <C>           <C>        <C>   <C>    <C>
  Apartments             $ 1,382   $17,002    $18,384       $13,666    05/31/85     5-20 yrs
Fox Crest Apartments         861     9,649     10,510         7,578    06/30/85     5-20 yrs

        Totals           $ 2,243   $26,651    $28,894       $21,244
</TABLE>

The depreciable  lives included above are for the building and  components.  The
depreciable lives for related personal property are for 3 to 7 years.

Reconciliation of "Investment Properties and Accumulated Depreciation":

                                                Years Ended December 31,
                                                  2001            2000
                                                     (in thousands)
Investment Properties
Balance at beginning of year                    $28,497          $27,996
  Property improvements                             397              501
Balance at end of year                          $28,894          $28,497

Accumulated Depreciation
Balance at beginning of year                    $19,845          $18,483
  Additions charged to expense                    1,399            1,362
Balance at end of year                          $21,244          $19,845

The aggregate cost of the investment  properties for Federal income tax purposes
at December 31, 2001 and 2000, is  approximately  $28,878,000  and  $28,472,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2001 and 2000, is  approximately  $21,098,000  and  $19,833,000,
respectively.

Note G - Abandonment of Limited Partnership Units

In 2001 and 2000, the number of Limited  Partnership  Units  decreased by 10 and
168  units,  respectively,  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 H - Distributions

For the year ended  December  31, 2001,  Waterford  Square  Apartments,  Ltd. (a
limited  partnership in which the Registrant owns a 99% interest) 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.  For the year ended  December 31, 2000, a surplus cash
distribution of approximately $500,000 of which approximately $5,000 was paid to
the Managing  General Partner which is the general  partner of Waterford  Square
Apartments, Ltd.


<PAGE>



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  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

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

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

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


<PAGE>




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

            None.


<PAGE>


                                    PART III

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

Angeles Realty Corporation II ("ARC II" or the "Managing General Partner"),  was
a wholly-owned  subsidiary of MAE GP Corporation ("MAE GP").  Effective February
25, 1998, MAE GP 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              44    Executive Vice President and Director
Martha L. Long               42    Senior Vice President and Controller

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

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

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

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

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

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

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements of the  Partnership  for the current
fiscal year. Fees for the last fiscal year were audit services of  approximately
$32,000  and  non-audit  services  (principally  tax-related)  of  approximately
$16,000.

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.".

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, 2001.

           Entity               Number of Units        Percentage

AIMCO Properties LP                 10,768               24.80%
  (an affiliate of AIMCO)

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

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

The following  payments were paid or accrued to the Managing General Partner and
affiliates during the years ended December 31, 2001 and 2000.

                                                               2001      2000
                                                               (in thousands)

Property management fees                                       $ 324     $ 282
Reimbursement for services of affiliates                         335       205
Interest expense accrued to affiliates                         1,511     1,467
Due to affiliates                                              2,090     1,660

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, 2001 and 2000, and 6% of
gross receipts from Waterford Square  Apartments for the year ended December 31,
2000 and through June 30, 2001.  Effective  July 1, 2001, the rate was increased
to 7.82% of gross receipts. The Registrant paid to such affiliates approximately
$324,000  and  $282,000  for  the  years  ended  December  31,  2001  and  2000,
respectively.

Affiliates   of  the  Managing   General   Partner  were   eligible  to  receive
reimbursement of accountable  administrative expenses amounting to approximately
$335,000  and  $205,000  for  the  years  ended  December  31,  2001  and  2000,
respectively.  Included  in these  amounts  are  fees  related  to  construction
management  services provided by an affiliate of the Managing General Partner of
approximately  $135,000 for the year ended  December 31, 2001. No such fees were
incurred  during the year ended December 31, 2000. The  construction  management
service fees are  calculated  based on a percentage of current and certain prior
year additions to investment properties and are being depreciated over 15 years.
The   Partnership   owed  the  affiliates  of  the  Managing   General   Partner
approximately   $1,935,000  and  $1,660,000  at  December  31,  2001  and  2000,
respectively,  for reimbursement of accountable  administrative  expenses. These
amounts were included in "Due to affiliates" at December 31, 2001 and 2000.

During the year ended  December 31, 2001,  the  Partnership  received an advance
from an affiliate of the Managing General Partner in the amount of approximately
$150,000.  Interest is charged at the prime rate plus 2%.  Interest  expense was
approximately  $5,000 for the year ended  December 31, 2001.  These  amounts are
included in "Due to affiliates"  at December 31, 2001.  There were no loans from
the  Managing  General  Partner  or  associated  interest  during the year ended
December 31, 2000.

Angeles Mortgage Investment Trust ("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,  2001,  accrue  interest  at a rate of 12.5% per annum and are
recourse to the Partnership.  One of the three notes was paid in full during the
year ended  December 31, 2001.  One of the two remaining  notes in the amount of
$2,405,000  originally  matured in March  1998.  The  Managing  General  Partner
negotiated  with  AMIT to extend  this  indebtedness  through  March  2002.  The
remaining note with a principal balance of approximately  $4,765,000  matures in
March  2003.  Total  interest  expense  on  the  AMIT  Loans  was  approximately
$1,511,000  and  $1,467,000  for the years  ended  December  31,  2001 and 2000,
respectively.  Total interest paid on the AMIT loans was approximately  $978,000
and  $169,000  for the years ended  December  31,  2001 and 2000,  respectively.
Accrued interest was approximately $5,354,000 at December 31, 2001.

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

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 10,768 limited partnership units in
the Partnership  representing  24.80% of the  outstanding  units at December 31,
2001.  These units were acquired  pursuant to tender offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Managing  General  Partner.  When voting on matters,  AIMCO
would in all likelihood vote the Units it acquired in a manner  favorable to the
interest of the Managing  General Partner  because of its  affiliation  with the
Managing General Partner.


<PAGE>


                                     PART IV


Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            None.

      (b)   Reports on Form 8-K:

            No reports were filed during the quarter ended December 31, 2001.



<PAGE>


                                   SIGNATURES



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


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


                                    By:   Angeles Realty Corporation II
                                          Managing General Partner


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


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


                                    Date: March 25, 2002


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


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


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


<PAGE>


                              ANGELES PARTNERS 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.


<PAGE>



      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.

      10.16       Assignment 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.

      10.23       Assignment 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.

          10.32Bill 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.

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

<PAGE>



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

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

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

          10.41Journal 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.

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