March 24, 2000



United States

Securities and Exchange Commission
Washington, D.C.  20549


RE:   Angeles Partners XIV
      Form 10-KSB
      File No. 0-14248

To Whom it May Concern:

The  accompanying  Form 10-KSB for the year ended  December 31, 1999 describes a
change in the method of  accounting to  capitalize  exterior  painting and major
landscaping,   which  would  have  been  expensed  under  the  old  policy.  The
Partnership believes that this accounting principle change is preferable because
it  provides a better  matching  of  expenses  with the  related  benefit of the
expenditures and it is consistent with industry practice and the policies of the
Managing General Partner.

Please do not hesitate to contact the undersigned with any questions or comments
that you might have.

Very truly yours,



Stephen Waters
Real Estate Controller


<PAGE>

                     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, 1999

[ ]   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. [ ]

State issuer's revenues for its most recent fiscal year.  $4,857,000

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, 1999. 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").  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. 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.  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 property 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.

Transfer of Control

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


<PAGE>


Item 2.  Description of 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 a      Apartments
  Apartments                          first mortgage (1)              487 units
   Huntsville, Alabama

Fox Crest Apartments        06/30/85  Fee ownership subject to        Apartments
   Waukegan, Illinois                 first mortgage                  245 units

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

Schedule of Properties:

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

<TABLE>
<CAPTION>
                            Gross
                           Carrying   Accumulated                        Federal
Property                    Value     Depreciation    Rate    Method    Tax Basis
                               (in thousands)                         (in thousands)
<S>                      <C>          <C>          <C>          <C>    <C>

Waterford Square Apts     $  17,992   $  11,936     5-20 yrs    (1)   $   6,062

Fox Crest Apartments         10,004       6,547     5-20 yrs    (1)       3,324

                           $ 27,996   $  18,483                         $ 9,386

</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
and "Note M - Change in Accounting Principle".


<PAGE>


Schedule of Property Indebtedness

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

<TABLE>
<CAPTION>
                           Principal                                       Principal
                           Balance At                                       Balance
                          December 31,  Interest    Period    Maturity       Due At
        Property              1999        Rate    Amortized   Date (6)    Maturity (6)
                         (in thousands)                                  (in thousands)

<S>                        <C>            <C>       <C>        <C>       <C>

Waterford Square Apts
  1st mortgage             $11,684        7.90%     31 yrs     11/2027    $    86

Fox Crest Apartments
  1st mortgage               6,136        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)
  ("Waterford Square")         433       12.00%      (4)       03/2002        433

Note payable (2)
  ("Foxcrest")               4,765       12.50%      (5)       03/2003      4,765

Total                     $ 29,999                                        $17,710

</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.
(3)   Payable to Angeles Acceptance Pool, L.P. ("AAP")
(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 F" 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 1999 and 1998 for each property
are as follows:

                                       Average Annual            Average Annual
                                        Rental Rates                Occupancy
                                         (per unit)
 Property                           1999          1998         1999        1998

 Waterford Square Apartments       $6,224        $6,156         95%         94%
 Fox Crest Apartments               8,013         7,794         96%         96%

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 1999 for each property were:

                                    1999             1999
                                   Billing           Rate
                               (in thousands)

Waterford Square Apartments          157             5.80%
Fox Crest Apartments                 213             8.10%

Capital Improvements:

Waterford Square Apartments

The Partnership made approximately $646,000 in capital improvements at Waterford
Square  Apartments for the year ended December 31, 1999 consisting  primarily of
flooring  replacement,  new  appliances,  air  conditioning  upgrades,  exterior
painting,  major landscaping,  roof enhancements,  and structural  improvements.
These  improvements  were  funded  from  operating  cash  flow  and  replacement
reserves.  The Partnership is currently evaluating the capital improvement needs
of the  property  for the upcoming  year.  The minimum  amount to be budgeted is
expected  to be  $300  per  unit or  $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

The Partnership made approximately $383,000 in capital improvements at Fox Crest
Apartments for the year ended December 31, 1999 consisting  primarily of parking
lot upgrades,  new appliances,  flooring  replacements  and  improvements to its
recreational facility.  These improvements were funded from operating cash flow.
The  Partnership is currently  evaluating the capital  improvement  needs of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the 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  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Item 7.  Financial  Statements  Note C - Transfer of Control").  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 have 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 final court  approval,  on behalf of the Partnership and all
limited partners who own units as of November 3, 1999.  Preliminary  approval of
the  settlement  was obtained on November 3, 1999 from the Superior Court of the
State of  California,  County of San Mateo,  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
class  plaintiffs'  counsel to enter the  settlement.  On December 14, 1999, the
Managing General Partner and its affiliates  terminated the proposed settlement.
Certain  plaintiffs  have filed a motion to disqualify  some of the  plaintiffs'
counsel in the action.  The Managing  General  Partner does not anticipate  that
costs  associated with this case will be material to the  Partnership's  overall
operations.

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

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

The Unit holders of the Registrant did not vote on any matter during the quarter
ended December 31, 1999.


<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
3,502 holders of record owning an aggregate of 43,589 Units. An affiliate of the
Managing  General  Partner  owned 8,578 units or 19.68% at December 31, 1999. No
public  trading  market has developed for the Units,  and it is not  anticipated
that such a market  will  develop in the  future.  In 1998 the number of Limited
Partnership  Units  decreased  by 298 units due to Limited  Partners  abandoning
their Limited  Partnership  Units. In abandoning his or her Limited  Partnership
Units,  a Limited  Partner  relinquishes  all right,  title and  interest in the
Partnership  as of the date of  abandonment.  However,  the  Limited  Partner is
allocated his or her share of income (loss) for that year. The income (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, 1999 an operating  distribution  of $24,000 was
made to certain limited  partners.  This amount  represents  payment made to the
State of Ohio on  behalf  of  nonresident  limited  partners  for  required  tax
withholdings.  There were no distributions  made for the year ended December 31,
1998. 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  distribution
policy is  reviewed on an annual  basis.  However  based on the current  default
under the working capital loans and the pending maturities of the first mortgage
loans, it is unlikely that a distribution  will be made by the Registrant in the
foreseeable future.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these tender offers,  AIMCO and its  affiliates  currently own 8,578
limited  partnership  units  in  the  Partnership  representing  19.68%  of  the
outstanding  units. 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.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
their affiliation with the Managing General Partner.

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

The  matters  discussed  in this Form  10-KSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained  in this Form 10-KSB and the other  filings  with the  Securities  and
Exchange  Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations,  including  forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of 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  realized a net loss of  approximately  $1,940,000 for the year
ended  December 31, 1999 versus net income of  approximately  $7,936,000 for the
year  ended  December  31,  1998.  The  increase  in net loss for the year ended
December 31, 1999 was primarily due to the foreclosure of Buildings 53 and 59 in
January and April of 1998, respectively,  and the sale of Buildings 41 and 55 of
the Dayton  Industrial  Complex in June and December  1998,  respectively.  As a
result of the foreclosures  and sale, the Partnership  realized an extraordinary
gain on  extinguishment  of debt of approximately  $9,343,000 for the year ended
December 31, 1998. The Partnership  also recorded a $44,000 write-up of Building
59 from its  carrying  value to its  estimated  fair value during the year ended
December 31, 1998. In addition, a gain of $1,140,000 was realized on the sale of
building 55 during the year ended December 31, 1998,  which was offset by a loss
on the sale of Building 41 of $177,000 for the same period.

Historically,  the Dayton Industrial Complex had not been able to retain tenants
and had never generated any operating cash. In October 1996, the Partnership had
determined that,  based on economic  conditions at the time as well as projected
future  operational  cash flows,  the decline in value of the property was other
than temporary and recovery of the carrying  value was not likely.  Accordingly,
the Dayton Industrial Complex's carrying value was reduced to an amount equal to
its estimated fair value. The Partnership ceased making debt service payments on
Buildings 53 and 59 in 1996 and the  buildings  were placed in  receivership  in
1997.  In the  opinion  of  the  Managing  General  Partner,  it was  not in the
Partnership's best interest to contest the foreclosure  actions. In January 1998
and April 1998,  Buildings  53 and 59,  respectively,  of the Dayton  Industrial
complex were foreclosed upon. As a result of the  foreclosures,  the Partnership
recorded  an  extraordinary  gain on  extinguishment  of  debt of  approximately
$2,244,000  and  $3,637,000  for  Buildings 53 and 59,  respectively.  Also,  in
connection  with the  foreclosure  of Building  59, the  Partnership  recorded a
$44,000  write-up of the building from its carrying  value to its estimated fair
value during the second  quarter of 1998.  Prior to the  foreclosure of Building
53, the  outstanding  debt on the property was a first mortgage in the amount of
approximately  $1,043,000 and a second  mortgage in the amount of  approximately
$1,669,000.  Related accrued interest amounted to approximately $175,000.  Prior
to the  foreclosure of Building 59, the  outstanding  debt on the property was a
first mortgage in the amount of  approximately  $2,895,000 and a second mortgage
in the amount of approximately  $704,000.  Related accrued interest  amounted to
approximately   $688,000.  The  Partnership  sold  Building  41  of  the  Dayton
Industrial  Complex on June 12,  1998,  to an  unaffiliated  party for net sales
proceeds  of  approximately  $1,847,000.  The  Partnership  realized  a loss  of
approximately  $177,000 on the sale and a related $2,128,000  extraordinary gain
on the early  extinguishment  of debt  during  the second  quarter of 1998.  The
extraordinary  gain was the result of forgiveness of debt.  Prior to the sale of
Building 41, the  outstanding  debt on the property was a first  mortgage in the
amount  of  approximately  $1,104,000  and a second  mortgage  in the  amount of
approximately  $2,823,000.  Related accrued  interest  amounted to approximately
$23,000.  Net  proceeds of  $1,822,000  were used to pay down this  non-recourse
indebtedness  and the remaining  balances were forgiven.  The  Partnership  sold
Building  55 of the  Dayton  Industrial  Complex  on  December  31,  1998  to an
unaffiliated  party for net sales  proceeds  of  approximately  $2,894,000.  The
Partnership  realized  a gain of  approximately  $1,140,000  on the  sale  and a
related $1,334,000  extraordinary gain on the early  extinguishment of debt. The
extraordinary  gain was the result of forgiveness of debt.  Prior to the sale of
Building 55, the  outstanding  debt on the property was a second mortgage in the
amount  of  approximately  $2,833,000  and a third  mortgage  in the  amount  of
approximately  $1,377,000.  Net proceeds of $2,876,000 were used to pay down its
non-recourse indebtedness and the remaining balances were forgiven.

Excluding (i) the impact of the foreclosures of Buildings 53 and 59 and (ii) the
sale of Buildings 41 and 55 of the Dayton Industrial  Complex,  net loss for the
Partnership decreased approximately $56,000 for the year ended December 31, 1999
as compared to the corresponding  period in 1998 primarily due to an increase in
total  revenues,  partially  offset  by an  increase  in total  expenses.  Total
revenues increased approximately $97,000 primarily due to an increase in average
occupancy at Waterford Square  Apartments and also an increase in average annual
rental rates at both properties.  The increase of approximately $41,000 in total
expenses  is  primarily  the result of  increases  in  interest  and general and
administrative  expenses,  partially offset by a decrease in operating expenses.
Interest  expense  increased  due to interest  accruing on the defaulted AAP and
AMIT notes.  Operating  expense  declined  primarily  due to the  completion  of
various projects to enhance the appearance of both properties and gutter repairs
at Waterford Square Apartments during 1998. Also, insurance expense decreased at
both investment properties due to a change in insurance carriers.

The  increase  in general and  administrative  expense is  primarily  due to the
settlement of a legal matter which was disclosed in a prior quarter. Included in
general and  administrative  expenses  for the year ended  December 31, 1999 and
1998 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.

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies of the Managing General  Partner.  The effect of the change in 1999 was
not  material.  The  cumulative  effect,  had this change been  applied to prior
periods,  is not  material.  The  accounting  principle  change will not have an
effect on cash flow,  funds  available for  distribution  or fees payable to the
Managing General Partner and affiliates.

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,  1999,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $1,210,000 as compared to approximately  $883,000 at December 31,
1998. The increase in cash and cash equivalents of approximately $327,000 is due
to approximately  $1,513,000 of cash provided by operating activities.  However,
this was primarily the result of accruing  interest of approximately  $1,728,000
on  its  indebtedness  and  approximately  $113,000  for  services  provided  by
affiliates,  all of which if paid  would  have  meant no cash  would  have  been
provided  by  operating  activities.   This  increase  is  partially  offset  by
approximately  $876,000 of cash used in investing activities,  and approximately
$310,000 of cash used in financing activities. Cash used in investing activities
consisted of property improvements and replacements, which were partially offset
by net withdrawals from restricted  escrows.  Cash used in financing  activities
consisted of payments of principal on the mortgages encumbering the Registrant's
properties and a distribution  to partners.  The Registrant  invests its working
capital reserves in a money market account.

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 owed to AAP of approximately  $4,576,000,  plus accrued interest of
approximately  $3,193,000  is in default at December  31,  1999,  as a result of
nonpayment of interest and principal  upon its maturity in November  1997.  This
indebtedness is recourse to the  Partnership.  The Partnership does not have the
means with which to satisfy this  obligation.  The Managing General Partner does
not plan to enter into  negotiations with AAP on this indebtedness at this time.
The  Managing  General  Partner  believes  that  the  possibility  that AAP will
initiate collection proceedings on this indebtedness is remote, as the estimated
value  of  the  Partnership's   investment   properties  and  other  assets  are
significantly   less  than  the  existing  first  mortgages  and  other  secured
Partnership  indebtedness.  If AAP  initiates  proceedings,  then  the  Managing
General Partner will enter into negotiations to restructure this indebtedness.

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 the Fox Crest Apartments and Waterford
Square  Apartments  will generate  sufficient cash flows during 2000 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.) The two AMIT Notes
in the  aggregate  amount  of  approximately  $2,838,000  plus  related  accrued
interest,  approximately  $693,000 at December 31, 1999,  originally  matured in
March 1998; these notes are recourse to the Partnership  only.  During 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.  These loans  require  monthly  payments of excess cash
flow, as defined in the terms of the promissory notes. 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  as  of  December  31,  1999  is
approximately  $2,831,000.  The first mortgage loan encumbering Waterford Square
Apartments, which is guaranteed by HUD, is scheduled to mature November 2027, at
which time a balloon  payment of $86,000 is due.  Likewise,  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.  The  Managing  General  Partner will
attempt to refinance such indebtedness  and/or sell the properties prior to such
maturity dates. If the properties  cannot be refinanced or sold for a sufficient
amount, the Registrant will risk losing such properties through foreclosure.

For the year ended  December 31, 1999 an operating  distribution  of $24,000 was
made to certain limited  partners.  This amount  represents  payment made to the
State of Ohio on  behalf  of  nonresident  limited  partners  for  required  tax
withholdings.  There were no distributions  made for the year ended December 31,
1998. 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 distribution
policy is  reviewed on an annual  basis.  However  based on the current  default
under the working capital loans and the pending maturities of the first mortgage
loans, it is unlikely that a distribution  will be made by the Registrant in the
foreseeable future.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these tender offers,  AIMCO and its  affiliates  currently own 8,578
limited  partnership  units  in  the  Partnership  representing  19.68%  of  the
outstanding  units. 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.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
their affiliation with the Managing General Partner.

Year 2000 Compliance

General Description

The Year 2000 issue is the result of computer  programs  being written using two
digits rather than four digits to define the applicable year. The Partnership is
dependent  upon the Managing  General  Partner and its affiliates for management
and  administrative  services  ("Managing  Agent").  Any of the Managing Agent's
computer programs or hardware that had date-sensitive software or embedded chips
might have  recognized  a date using "00" as the year 1900  rather than the year
2000.  This could have resulted in a system failure or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

Computer Hardware, Software and Operating Equipment

In 1999,  the Managing  Agent  completed  all phases of its Year 2000 program by
completing  the  replacement  and repair of any  hardware or software  system or
operating  equipment that was not yet Year 2000 compliant.  The Managing Agent's
hardware  and software  systems and its  operating  equipment  are now Year 2000
compliant.  No  material  failure or  erroneous  results  have  occurred  in the
Managing Agent's computer  applications  related to the failure to reference the
Year 2000 to date.

Third Parties

To  date,  the  Managing  Agent  is not  aware of any  significant  supplier  or
subcontractor  (external agent) or financial institution of the Partnership that
has a Year 2000 issue that  would  have a material  impact on the  Partnership's
results of operations,  liquidity or capital  resources.  However,  the Managing
Agent  has no means of  ensuring  or  determining  the Year 2000  compliance  of
external  agents.  At this time, the Managing Agent does not believe that a Year
2000 issue of any  non-compliant  external agent will have a material  impact on
the Partnership's financial position or results of operations.

Costs

The total cost of the Managing Agent's Year 2000 project was approximately  $3.2
million and was funded from operating cash flows.

Risks Associated with the Year 2000

The Managing  Agent  completed all necessary  phases of its Year 2000 program in
1999,  and did not  experience  system or  equipment  malfunctions  related to a
failure to reference the Year 2000. The Managing  Agent or Partnership  have not
been  materially  adversely  effected by  disruptions  in the economy  generally
resulting from the Year 2000 issue.

At this  time,  the  Managing  Agent  does not  believe  that the  Partnership's
businesses,  results of  operations  or financial  condition  will be materially
adversely effected by the Year 2000 issue.

Contingency Plans Associated with the Year 2000

The  Managing  Agent has not had to implement  contingency  plans such as manual
workarounds or selecting new relationships for its banking or elevator operation
activities in order to avoid the Year 2000 issue.


<PAGE>


Item 7.  Financial Statements

ANGELES PARTNERS XIV

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young, LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 1999

      Consolidated Statements of Operations - Years ended December 31, 1999 and
      1998

      Consolidated  Statements  of Changes in  Partners'  Deficit - Years  ended
      December 31, 1999 and 1998

      Consolidated Statements of Cash Flows - Years ended December 31, 1999 and
      1998

      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,  1999,  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, 1999. 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, 1999, and the consolidated results of its operations and its
cash flows for each of the two years in the period ended  December 31, 1999,  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 $3,193,000, 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 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 25, 2000

                              ANGELES PARTNERS XIV
                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 1999

<TABLE>
<CAPTION>

Assets
<S>                                                           <C>            <C>

   Cash and cash equivalents                                                 $ 1,210
   Receivables and deposits                                                      253
   Restricted escrows                                                            201
   Other assets                                                                  351
   Investment properties (Notes D, E, F and I):
      Land                                                    $  2,243
      Buildings and related personal property                   25,753
                                                                27,996

      Less accumulated depreciation                            (18,483)        9,513
                                                                            $ 11,528

Liabilities and Partners' Deficit
Liabilities

   Accounts payable                                                         $   128
   Tenant security deposit liabilities                                          107
   Accrued property taxes                                                       265
   Accrued interest                                                           6,835
   Due to affiliates (Note H)                                                 1,455
   Other liabilities                                                            274
   Notes payable, including
     $4,576 in default (Notes D, E, F and I)                                 29,999

Partners' Deficit

   General partner                                             $ (658)
   Limited partners (43,589 units issued and
      outstanding)                                            (26,877)      (27,535)
                                                                           $ 11,528

              See Accompanying Notes to Consolidated Financial Statements

</TABLE>



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

<TABLE>
<CAPTION>

                                                          Years Ended December 31,
                                                              1999         1998
<S>                                                        <C>          <C>

Revenues:
   Rental income                                           $ 4,689      $ 5,147
   Other income                                                168          157
   Gain on sale of investment properties (Note D)               --          963
      Total revenues                                         4,857        6,267

Expenses:
   Operating                                                 1,680        1,928
   General and administrative                                  251          226
   Depreciation                                              1,233        1,258
   Interest                                                  3,245        3,922
   Property taxes                                              388          384
   Write up of investment property (Note E)                     --          (44)

      Total expenses                                         6,797        7,674

Loss before extraordinary item                              (1,940)      (1,407)
Extraordinary item - gain on extinguishment of
  debt (Notes D and E)                                          --        9,343

   Net (loss) income                                       $(1,940)     $ 7,936

Net (loss) income allocated to general partner (1%)        $   (19)     $    79

Net (loss) income allocated to limited partners (99%)       (1,921)       7,857

                                                           $(1,940)     $ 7,936

Per limited partnership unit:

  Loss before extraordinary items                          $(44.07)     $(31.74)
  Extraordinary item - gain on extinguishment of debt           --       210.76

                                                           $(44.07)     $179.02


              See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


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



<TABLE>
<CAPTION>
                                        Limited
                                       Partnership    General     Limited
                                          Units       Partners   Partners      Total

<S>                                       <C>          <C>      <C>         <C>

Original capital contributions            44,390      $     1    $ 44,390    $ 44,391

Partners' deficit
   at December 31, 1997                   43,887      $  (718)   $(32,789)   $(33,507)

Net income for the year ended
   December 31, 1998                          --           79       7,857      7,936

Abandonment of limited
   Partnership Units (Note J)               (298)          --          --         --

Partners' deficit at
   December 31, 1998                      43,589         (639)    (24,932)    (25,571)

Net loss for the year
   ended December 31, 1999                    --          (19)     (1,921)     (1,940)

Distribution to partners                      --           --         (24)        (24)

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


              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,
                                                                  1999        1998
<S>                                                          <C>           <C>

Cash flows from operating activities:

  Net (loss) income                                           $ (1,940)     $ 7,936
  Adjustments to reconcile net (loss) income to net
   cash provided by operating activities:
   Depreciation                                                  1,233        1,258
   Amortization of discounts, loan costs, and
     leasing commissions                                            33           64
   Extraordinary gain on extinguishment of debt                     --       (9,343)
   Gain on sale of investment properties                            --         (963)
   Bad debt recovery, net                                           --           (7)
   Write up of investment property                                  --          (44)
   Change in accounts:
      Receivables and deposits                                     129         (173)
      Other assets                                                 (24)          23
      Accounts payable                                              83           42
      Tenant security deposit liabilities                           19           (8)
      Accrued taxes                                                (50)          (3)
      Accrued interest                                           1,728        2,282
      Due to affiliates                                            113          142
      Other liabilities                                            189            9

      Net cash provided by operating activities                  1,513        1,215

Cash flows from investing activities:

  Property improvements and replacements                        (1,029)        (486)
  Proceeds from sale of investment properties                       --        4,741
  Net withdrawals restricted escrows                               153           37

       Net cash (used in) provided by investing activities        (876)       4,292

Cash flows from financing activities:

  Principal payments on notes payable                             (286)        (603)
  Repayment of loans                                                --       (4,698)
  Additions to notes payable                                        --           28
  Distribution to partners                                         (24)          --

       Net cash used in financing activities                      (310)      (5,273)

Net increase in cash and cash equivalents                          327          234

Cash and cash equivalents at beginning of year                     883          649

Cash and cash equivalents at end year                          $ 1,210      $   883

Supplemental disclosure of cash flow information:

  Cash paid for interest                                       $ 1,425      $ 1,603

Supplemental disclosure of non-cash flow investing and
  financing activities:
  Interest on notes transferred to notes payable               $    --      $ 1,063

              See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>


                              ANGELES PARTNERS XIV

                    CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                                   (Unaudited)

                                      (in thousands)

Supplemental disclosure of non-cash activities

Foreclosures/Sale

In January and April of 1998, Buildings 53 and 59,  respectively,  of the Dayton
Industrial Complex were foreclosed upon by the lender. In June 1998 and December
1998, Buildings 41 and 55,  respectively,  of the Dayton Industrial Complex were
sold to an unaffiliated third party. The proceeds from the sale were used to pay
down the  mortgages  secured by the property,  and the remaining  balance of the
non-recourse  indebtedness  was  forgiven.  In  connection  with these  non-cash
transactions, the following accounts were adjusted:

<TABLE>
<CAPTION>

                                  Building 53   Building 59  Building 41  Building 55

<S>                                 <C>          <C>          <C>           <C>

Receivables and deposits            $   (35)     $    --       $    --      $    --
Other assets                             (9)          --            --           --
Investment properties                  (660)        (706)           --           --
Accounts payable                         --           30            --           --
Tenant security deposit
  liabilities                            12           --            --           --
Property tax payable                     64           26            --           --
Accrued interest                        175          688            23           --
Mortgage notes payable                2,697        3,599         2,105        1,334


              See Accompanying Notes to Consolidated Financial Statements

</TABLE>


                              ANGELES PARTNERS XIV

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999

Note A - Going Concern

The accompanying  consolidated  financial statements have been prepared assuming
Angeles Partners XIV (the  "Partnership" or the "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 to Angeles  Acceptance Pool,
L.P.  ("AAP") in the amount of  approximately  $4,576,000  plus related  accrued
interest of approximately  $3,193,000 that is in default due to non-payment upon
maturity in November 1997. This indebtedness is recourse to the Partnership. The
Partnership  does not have the means  with  which to  satisfy  this  obligation.
Angeles Realty  Corporation II (the "Managing General Partner" or "ARC II") does
not plan to enter into  negotiations with AAP on this indebtedness at this time.
The Managing General Partner believes that it is doubtful that AAP will initiate
collection  proceedings on this  indebtedness  since the estimated  value of the
Partnership's investment properties and other assets are significantly less than
the existing first mortgages and other secured Partnership indebtedness.  If AAP
initiates  proceedings,  then the  Managing  General  Partner  will  enter  into
negotiations to restructure this indebtedness.

The  Partnership  realized a net loss of  approximately  $1,940,000 for the year
ended December 31, 1999. The Managing General Partner expects the Partnership to
continue to incur such losses from  operations.  The Partnership  generated cash
from operations of approximately  $1,513,000  during the year ended December 31,
1999; however,  this primarily was the result of an increase in accrued interest
of  approximately  $1,728,000  on its  indebtedness  and,  to a  lesser  extent,
$113,000 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.

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,  1999,  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").  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. ARC II and ARCII/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,  1999 the
Partnership continues to operate two apartment  properties,  one in Illinois and
the other is 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 is 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 it has received its 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, in
banks, and money market accounts. At certain times, the amount of cash deposited
at a bank may exceed the limit on insured deposits.

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  $76,000 in 1999 and
approximately  $59,000 in 1998,  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 Financial  Accounting  Standards Board Statement No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets  to be  Disposed  Of",  the  Partnership  records  impairment  losses  on
long-lived assets used in operations when events and circumstances indicate that
the assets might be impaired  and the  undiscounted  cash flows  estimated to be
generated by those assets are less than the  carrying  amounts of those  assets.
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, 1999 or 1998.

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

Effective  January 1, 1999 the  Partnership  changed its method of accounting to
capitalize the costs of exterior painting and major landscaping (Note M).

Loan Costs:  Loan costs of approximately  $356,000,  at December 31, 1999, 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, 1999,  accumulated  amortization of  approximately  $93,000 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: Statement of Financial Accounting Standards
("SFAS") No. 107,  "Disclosures about Fair Value of Financial  Instruments",  as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair  Value  of  Financial  Instruments",  requires  disclosure  of  fair  value
information  about  financial  instruments,  whether  or not  recognized  in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a  current  transaction  between  willing  parties,  other  than in a forced  or
liquidation  sale.  The  Partnership  believes  that the carrying  amount of its
financial  instruments (except for long term debt) approximates their fair value
due to the short  term  maturity  of these  instruments.  The fair  value of the
Partnership's 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 establishes  standards
for related disclosures about products and services, geographic areas, and major
customers. (See "Note K" for disclosure about the Registrant's segments).

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

Note C - Transfer of Control

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

Note D - Investment Property Sales

The  Partnership  sold  Building  41 and  Building  55 of the Dayton  Industrial
Complex on June 12, 1998 and December 31, 1998,  respectively,  to  unaffiliated
parties.   Building  41  and  Building  55  sold  for  net  sales   proceeds  of
approximately $1,847,000 and $2,894,000,  respectively. The Partnership realized
a loss of approximately  $177,000 and a gain of approximately  $1,140,000 on the
sale of Buildings  41 and 55,  respectively.  The  Partnership  also  realized a
related extraordinary gain on the early extinguishment of debt of $2,128,000 and
$1,334,000 on the sale of Buildings 41 and 55,  respectively.  The extraordinary
gains were the result of forgiveness of debt.

Note E - Investment Property Foreclosures

In January 1998 and April 1998, Buildings 53 and 59, respectively, of the Dayton
Industrial  Complex were foreclosed upon. As a result of the  foreclosures,  the
Partnership  recorded  an  extraordinary  gain  on  extinguishment  of  debt  of
approximately  $2,244,000 and  $3,637,000 for Building 53 and 59,  respectively.
Also,  in  conjunction  with the  foreclosure  of Building  59, the  Partnership
recorded a $44,000  write-up  of the  building  from its  carrying  value to its
estimated fair value in the second quarter of 1998.

Note F - Notes Payable

The principle terms of notes payable are as follows:

<TABLE>
<CAPTION>
                             Monthly                            Principal    Principal
                             Payment       Stated                Balance     Balance At
                            Including     Interest   Maturity    Due At     December 31,
Property                     Interest       Rate       Date     Maturity        1999
                          (in thousands)                                   (in thousands)

<S>                         <C>            <C>        <C>       <C>          <C>

Waterford Square Apts
  1st mortgage            $    87           7.90%     11/2027   $   86       $ 11,684

Fox Crest Apartments
  1st mortgage                 56           8.0%      05/2003    5,445          6,136

Angeles Partners XIV
  Working capital
  loan, in default(3)          (1)           (1)      11/1997    1,281          1,281
  Working capital
  loan, in default(3)          (1)           (1)      11/1997    3,295          3,295
  Note payable (2)
  ("Glenwood")                 (4)         12.50%     03/2002    2,405          2,405
  Note payable (2)
  ("Waterford Square")         (4)         12.00%     03/2002      433            433
  Note payable (2)
  ("Foxcrest")                 (5)         12.50%     03/2003    4,765          4,765

     Total                                                     $17,710       $ 29,999

</TABLE>

(1)   Interest  accrues at prime plus 2%; payments are based on excess cash flow
      as defined.
(2)   Payable to AMIT, an affiliate of the Managing General Partner.
(3)   Payable to AAP
(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.

Mortgage notes payable  totaling  approximately  $17,820,000 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, 1999,
are as follows (in thousands):

                                2000           $ 4,884
                                2001               333
                                2002             3,199
                                2003            10,440
                             Thereafter         11,143
                                               $29,999

Note G - Income Taxes

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

                                               1999        1998

Net (loss) income as reported               $ (1,940)    $ 7,936
Add (deduct):
  Depreciation differences                       113         (38)
  Unearned income                                 21          (1)
  Book-tax difference on
    sale/foreclosures                             --      (2,472)
  Write up of investment                          --         (44)
  Other                                          (10)         48

Federal taxable (loss) income               $ (1,816)    $ 5,429

Federal taxable (loss) income
  per limited partnership unit              $ (41.23)    $ 81.42

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

Net liabilities as reported                 $(27,535)
Land and buildings                               (21)
Accumulated depreciation                        (106)
Syndication and distribution costs             6,047
Other                                             67

Net liabilities - Federal tax basis         $(21,548)
                                             =======


<PAGE>



Note H - 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
made or accrued to the Managing  General Partner and affiliates  during the year
ended December 31, 1999 and 1998.

                                                               1999      1998
                                                               (in thousands)

Property management fees (included in operating expenses)    $  268    $  264

Reimbursement for services of affiliates, (included
 in investment property, operating, and general and
 administrative expenses)                                       137       164

Due to affiliate                                              1,455     1,342

During the years ended  December 31, 1999 and 1998,  affiliates  of the Managing
General  Partner were entitled to receive 5% of gross  receipts from both of the
Registrant's  residential  properties as  compensation  for  providing  property
management  services.  The  Registrant  paid  to such  affiliates  approximately
$268,000  and  $264,000  for  the  years  ended  December  31,  1999  and  1998,
respectively.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $137,000 and $164,000 for the
years ended December 31, 1999 and 1998, respectively.  Included in these amounts
is  approximately  $20,000 and $23,000 in  construction  oversight costs for the
years ended December 31, 1999 and 1998,  respectively.  The Partnership owed the
affiliates a total of  approximately  $1,455,000  and $1,342,000 at December 31,
1999 and 1998, respectively.

In November 1992,  AAP, a Delaware  limited  partnership  which now controls 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 IPT, and was, until April 14, 1995,  the 1% general  partner of
AAP. On April 12, 1995, as part of a settlement of claims between  affiliates of
the 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  is  approximately  $4,576,000,  plus accrued
interest of approximately $3,193,000 at December 31, 1999, with monthly interest
accruing at prime 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 $432,000 and
$489,000 for year ended December 31, 1999 and 1998, respectively.

As  discussed in "Note A", AMIT  provides  financing  (the "AMIT  Loans") to the
Partnership.  The  principal  balances  on the AMIT Loans  totals  approximately
$7,603,000 at December 31, 1999,  accrues  interest at rates of 12% to 12.5% per
annum and are  recourse  to the  Partnership.  Two of the three  notes  totaling
$2,838,000  originally  matured in March  1998.  The  Managing  General  Partner
negotiated  with AMIT to extend this  indebtedness  and in the second quarter of
1998,  executed an  extension  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  $1,299,000 and $1,124,000
for the years ended December 31, 1999 and 1998,  respectively.  Accrued interest
was  approximately  $3,523,000  at December  31,  1999.  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 IPT, the
entity which  controlled the Managing General  Partner.  Effective  February 26,
1999,  IPT was  merged  into  AIMCO.  Thus,  AIMCO is now the holder of the AMIT
Loans.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these tender offers,  AIMCO and its  affiliates  currently own 8,578
limited  partnership  units  in  the  Partnership  representing  19.68%  of  the
outstanding  units. 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.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
their affiliation with the Managing General Partner.


<PAGE>



Note I - Investment Properties and Accumulated Depreciation

                                               Initial Cost
                                              To Partnership
                                              (in thousands)

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

Waterford Square Apts        $11,684     $ 1,382       $13,479       $ 3,131
Fox Crest Apartments           6,136         861         8,198           945
Angeles Partners XIV          12,179          --            --            --

  Totals                     $29,999     $ 2,243       $21,677       $ 4,076


                           Gross Amount At Which
                                  Carried
                           At December 31, 1999
                              (in thousands)

<TABLE>
<CAPTION>

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

Waterford Square Apt    $1,382    $16,610    $17,992      $11,936      05/31/85     5-20 yrs
Fox Crest Apartments       861      9,143     10,004        6,547      06/30/85     5-20 yrs

  Totals                $2,243    $25,753    $27,996      $18,483

</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,
                                                  1999            1998
                                                     (in thousands)

Investment Properties

Balance at beginning of year                   $26,967          $40,284
    Property improvements                        1,029              486
    Dispositions of investment properties           --          (13,847)
    Write up of investment properties               --               44

Balance at end of year                         $27,996          $26,967

Accumulated Depreciation

Balance at beginning of year                   $17,250          $24,760
    Additions charged to expense                 1,233            1,258
    Dispositions of investment properties           --           (8,768)

Balance at end of year                         $18,483          $17,250

The aggregate cost of the investment  properties for Federal income tax purposes
at December 31, 1999 and 1998, is  approximately  $27,975,000  and  $26,893,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 1999 and 1998, is  approximately  $18,589,000  and  $17,473,000,
respectively.

Note J - Abandonment of Limited Partnership Units

In 1998, the number of Limited  Partnership  Units decreased by 298 units due to
Limited Partners  abandoning their Limited  Partnership Units. In abandoning his
or her Limited  Partnership  Units, a Limited  Partner  relinquishes  all right,
title and interest in the  Partnership as of the date of  abandonment.  However,
the  Limited  Partner is  allocated  his or her share of income  (loss) for that
year.  The  income  (loss)  per  Limited  Partnership  Unit in the  accompanying
statements of operations is calculated based on the number of units  outstanding
at the beginning of the year.

Note K - Segment Reporting

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

The  Partnership  has  one  reportable  segment:   residential  properties.  The
Partnership's  residential  property segment consists of two apartment complexes
located in Waukegan,  Illinois and Huntsville,  Alabama.  The Partnership  rents
apartment units to tenants for terms that are typically twelve months or less.

Measurement of segment profit or loss:

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

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

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

Segment information for the years 1999 and 1998 is shown in the tables below (in
thousands). The "Other" column includes partnership administration related items
and income and expense not allocated to the reportable segment.

                 1999                   Residential      Other       Totals

Rental income                             $ 4,689         $ --      $ 4,689
Other income                                  155            13         168
Interest expense                            1,507         1,738       3,245
Depreciation                                1,233            --       1,233
General and administrative expense             --           251         251
Segment profit (loss)                          36        (1,976)     (1,940)
Total assets                               10,982           546      11,528
Capital expenditures for investment
 properties                                 1,029            --       1,029

                 1998                   Residential      Other       Totals

Rental income                             $ 4,605        $  542     $ 5,147
Other income                                  143            14         157
Interest expense                            1,526         2,396       3,922
Depreciation                                1,258            --       1,258
General and administrative expense             --           226         226
Gain on sale of investment
  properties                                   --           963         963
Extraordinary item-gain on
  extinguishment of debt                       --         9,343       9,343
Segment profit (loss)                        (157)        8,093       7,936
Total assets                                11,321          375      11,696
Capital expenditures for investment
  properties                                  486            --         486

Note L - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the 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  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note C - Transfer  of  Control").  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  have 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 final  court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, 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 class  plaintiffs'  counsel
to enter the settlement.  On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Managing  General  Partner does not anticipate  that costs  associated with this
case 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.

Note M - Change in Accounting Principle

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies of the Managing General  Partner.  The effect of the change in 1999 was
not  material.  The  cumulative  effect,  had this change been  applied to prior
periods,  is not  material.  The  accounting  principle  change will not have an
effect on cash flow,  funds  available for  distribution  or fees payable to the
Managing General Partner and affiliates.


<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 directors.

Name                        Age    Position

Patrick J. Foye              42    Executive Vice President and Director
Martha L. Long               40    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 and AIMCO since October 1998, as a result of the acquisition of
Insignia  Financial  Group,  Inc. 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.

Based solely upon a review of Forms 3 and 4 and amendments  thereto furnished to
the Registrant  under Rule 16a-3(e) during the  Registrant's  most recent fiscal
year and Form 5 and amendments  thereto furnished to the Registrant with respect
to its most recent  fiscal year,  the  Registrant  is not aware of any director,
officer,  beneficial  owner of more than ten  percent  of the  units of  limited
partnership interest in the Registrant that failed to file on a timely basis, as
disclosed in the above Forms,  reports required by Section 16(a) of the Exchange
Act during the most recent  fiscal year or prior fiscal years except as follows:
AIMCO  and its  joint  filers  failed  to  timely  file a Form 3 and Form 4 with
respect to its acquisition of Units

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 December 31, 1999.

           Entity               Number of Units        Percentage

AIMCO Properties LP                  8,578               19.68%
 (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
made to the  Managing  General  Partner  and  affiliates  during  the year ended
December 31, 1999 and 1998.

                                                               1999      1998
                                                               (in thousands)

Property management fees                                     $  268    $  264

Reimbursement for services of affiliates                        137       164

Due to affiliate                                              1,455     1,342

During the years ended  December 31, 1999 and 1998,  affiliates  of the Managing
General  Partner were entitled to receive 5% of gross  receipts from both of the
Registrant's  residential  properties as  compensation  for  providing  property
management  services.  The  Registrant  paid  to such  affiliates  approximately
$268,000  and  $264,000  for  the  years  ended  December  31,  1999  and  1998,
respectively.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $137,000 and $164,000 for the
years ended December 31, 1999 and 1998, respectively.  Included in these amounts
is  approximately  $20,000 and $23,000 in  construction  oversight costs for the
years ended December 31, 1999 and 1998, respectively.

In November 1992,  AAP, a Delaware  limited  partnership  which now controls 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 IPT, and was, until April 14, 1995,  the 1% general  partner of
AAP. On April 12, 1995, as part of a settlement of claims between  affiliates of
the 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  is  approximately  $4,576,000,  plus accrued
interest of approximately $3,193,000 at December 31, 1999, with monthly interest
accruing at prime 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 $432,000 and
$489,000 for year ended December 31, 1999 and 1998, respectively.

As  discussed in "Note A", AMIT  provides  financing  (the "AMIT  Loans") to the
Partnership.  The  principal  balances  on the AMIT Loans  totals  approximately
$7,603,000 at December 31, 1999,  accrues  interest at rates of 12% to 12.5% per
annum and are  recourse  to the  Partnership.  Two of the three  notes  totaling
$2,838,000  originally  matured in March  1998.  The  Managing  General  Partner
negotiated  with AMIT to extend this  indebtedness  and in the second quarter of
1998,  executed an  extension  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  $1,299,000 and $1,124,000
for the years ended December 31, 1999 and 1998,  respectively.  Accrued interest
was  approximately  $3,523,000  at December  31,  1999.  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 IPT, the
entity which  controlled the Managing General  Partner.  Effective  February 26,
1999,  IPT was  merged  into  AIMCO.  Thus,  AIMCO is now the holder of the AMIT
Loans.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these tender offers,  AIMCO and its  affiliates  currently own 8,578
limited  partnership  units  in  the  Partnership  representing  19.68%  of  the
outstanding  units. 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.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
their affiliation with the Managing General Partner.


<PAGE>


                                     PART IV

Item 13. Exhibits and Reports on Form 8-K

         (a)   Exhibits  required by Item 601 of  Regulation  S-B:  Refer to
               Exhibit Index in this report.

               Exhibit 18,  Independent  Accountants'  Preferability  Letter for
               Change in  Accounting  Principle,  is filed as an exhibit to this
               report.

               Exhibit 27,  Financial Data  Schedule,  is filed as an exhibit to
               this report.

         (b)   Reports on Form 8-K filed in the fourth quarter of the calendar
               year 1999:

               None.



<PAGE>


                                   SIGNATURES

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

                                 ANGELES PARTNERS 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:

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:
Patrick J. Foye           and Director


/s/Martha L. Long         Senior Vice President       Date:
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.

      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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      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.

      18          Independent  Accountants'  Preferability Letter for Change in
                  Accounting Principle

      27          Financial Data Schedule.


<PAGE>


                                                                      Exhibit 18

February 7, 2000


Mr. Patrick J. Foye
Executive Vice President
Angeles Realty Corporation II

Managing General Partner of Angeles Partners XIV
55 Beattie Place

P.O. Box 1089
Greenville, South Carolina 29602

Dear Mr. Foye:

Note M of Notes to the Consolidated Financial Statements of Angeles Partners XIV
included in its Form  10-KSB for the year ended  December  31, 1999  describes a
change in the method of  accounting to  capitalize  exterior  painting and major
landscaping,  which  would have been  expensed  under the old  policy.  You have
advised us that you believe  that the change is to a  preferable  method in your
circumstances because it provides a better matching of expenses with the related
benefit of the expenditures and is consistent with policies currently being used
by your industry and conforms to the policies of the Managing General Partner.

There are no authoritative criteria for determining a preferable method based on
the particular circumstances; however, we conclude that the change in the method
of accounting  for exterior  painting and major  landscaping is to an acceptable
alternative  method which,  based on your business  judgment to make this change
for the reasons cited above, is preferable in your circumstances.

                                                               Very truly yours,
                                                            /s/Ernst & Young LLP