<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM 10-Q
                                   ---------


[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934

For the quarterly period ended March 31, 1998

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934

For the transition period from ____________ to ____________

Commission File Number 0-10430


                        DE ANZA PROPERTIES - XII, LTD.
            (Exact name of registrant as specified in its charter)

         CALIFORNIA                                          95-3601367
(State or other jurisdiction of                         (IRS Employer Iden-
incorporation or organization)                            tification Number)
                                  

                      9171 WILSHIRE BOULEVARD, SUITE 627
                       BEVERLY HILLS, CALIFORNIA  90210
         (Address of principal executive offices, including zip code)

                                (310) 550-1111
           (The registrant's telephone number, including area code)


                                   NO CHANGE

             (Former name, former address and former fiscal year,
                         if changed since last report)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 ___
                                    ---        

     Pursuant to the Securities Exchange Act of 1934 Release 15502 and Rule
240.0-3(b) (17 CFR 240.0-3(b)), the pages of this document have been numbered
sequentially.  The total number of pages contained herein is 16.

                                       

                                       1
<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------


<TABLE>
<CAPTION>
PART I.        FINANCIAL INFORMATION
------         ---------------------
<S>            <C>                                                  <C> 
ITEM 1.        FINANCIAL STATEMENTS

                 Balance Sheets                                      3

                 Statements of Income                                5

                 Statements of Changes in Partners'
                  Capital (Deficit)                                  6

                 Statements of Cash Flows                            7

                 Notes to Financial Statements                       9

ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF
               OPERATIONS                                           14



PART II.       OTHER INFORMATION                                    15
-------        -----------------
</TABLE>

                                       2
<PAGE>
 
PART I.             FINANCIAL INFORMATION

ITEM 1.             FINANCIAL STATEMENTS


                        DE ANZA PROPERTIES - XII, LTD.
                            (A Limited Partnership)

                                Balance Sheets
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                              March 31,         December 31,
                                                               1998                1997
                                                             ----------         ------------
                                     ASSETS
<S>                                                            <C>              <C>
CASH AND CASH EQUIVALENTS - Note 1                           $  550,832           $  876,533
 
ACCOUNTS RECEIVABLE                                              27,513                2,289
PREPAID EXPENSES                                                     31               38,312
                                                             ----------           ----------
                                                                578,376              917,134
                                                             ----------           ----------

NOTES RECEIVABLE - Note 5                                       148,401              217,248
                                                             ----------           ----------

PROPERTY AND EQUIPMENT - Notes 2 and 5
    Land                                                          4,721            1,179,884
    Land improvements                                             2,940            3,560,450
    Buildings and improvements                                   18,950            9,914,217
    Furniture and equipment                                           -              484,385
                                                             ----------           ----------
                                                                 26,611           15,138,936
  Less accumulated depreciation                                  12,879            7,270,812
                                                             ----------           ----------
                                                                 13,732            7,868,124
                                                             ----------           ----------
OTHER ASSETS
  Loan costs - less accumulated amortization
    of $26,497 at December 31, 1997 -
    Note 2                                                            -               70,837
  Prepaid sale costs - Note 5                                     1,710               45,754
  Other                                                           1,000                1,000
                                                             ----------           ----------
                                                                  2,710              117,591
                                                             ----------           ----------
                                                             $  743,219           $9,120,097
                                                             ==========           ==========
</TABLE>

See accompanying notes to financial statements.

                                       3
<PAGE>
 
                        DE ANZA PROPERTIES - XII, LTD.
                            (A Limited Partnership)

                          Balance Sheets (Continued)
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                   March 31,               December 31,
                                                                      1998                     1997
                                                                   ---------               ------------
                                LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
<S>                                                                <C>                     <C>
ACCOUNTS PAYABLE AND ACCRUED EXPENSES -
  including $15,265 and $8,768 due to
  related party at March 31, 1998
  and December 31, 1997, respectively                             $  52,131                $  124,114

DEPOSITS AND ADVANCE RENTALS                                             -                     43,885

SECURED NOTE PAYABLE - Note 2                                            -                  4,170,474
                                                                  ---------                ---------- 
                                                                     52,131                 4,338,473
                                                                  ---------                ---------- 
PARTNERS' CAPITAL (DEFICIT)
  General partners                                                       -                 (1,629,110)
  Limited partners, 22,719 units issued
    and outstanding                                                 691,088                 6,410,734
                                                                  ---------                ---------- 
                                                                    691,088                 4,781,624
                                                                  ---------                ---------- 
                                                                  $ 743,219                $9,120,097
                                                                  =========                ==========
</TABLE>
See accompanying notes to financial statements.

                                       4
<PAGE>
 
                        DE ANZA PROPERTIES - XII, LTD.
                            (A Limited Partnership)

                             Statements of Income
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                           Three Months          Three Months
                                                              Ended                  Ended
                                                            March 31,              March 31,
                                                               1998                  1997
                                                           ------------          ------------
<S>                                                       <C>                   <C>
INCOME
  Rent                                                      $    83,150             $571,906
  Interest and dividends                                         74,227               12,450
  Other                                                           6,263                7,736
  Gain on sale of property and equipment                     11,656,725                    -
                                                            -----------             --------
                                                             11,820,365              592,092
                                                            -----------             --------
EXPENSES
  Depreciation and amortization                                  70,887              103,504
  Salaries - including $3,255 and $3,723
    paid to related party in 1998 and
    1997, respectively - Note 3                                  53,397               47,531
  Professional fees and services -
    including $7,797 and $13,091 paid
    to related party in 1998 and 1997,
    respectively - Note 3                                        52,147               45,426
  Other                                                          13,644               15,502
  Insurance                                                      13,167               14,922
  Interest                                                       11,349               76,483
  Maintenance, repairs and supplies                              11,307               52,993
  Payroll taxes and employee benefits                             9,195               11,448
  Utilities                                                       6,510               45,215
  Real estate taxes                                               5,636               39,308
                                                            -----------             --------
                                                                247,239              452,332
                                                            -----------             --------
NET INCOME                                                  $11,573,126             $139,760
                                                            ===========             ========
NET INCOME
  GENERAL PARTNERS                                          $ 1,629,110             $  1,398
                                                            ===========             ========
  LIMITED PARTNERS                                          $ 9,944,016             $138,362
                                                            ===========             ========
INCOME PER 1% GENERAL
  PARTNER INTEREST - Note 4                                 $ 16,291.10             $  13.98
                                                            ===========             ========
INCOME PER LIMITED
  PARTNERSHIP UNIT - Note 4                                 $    437.70             $   6.09
                                                            ===========             ========
</TABLE>

See accompanying notes to financial statements.

                                       5
<PAGE>
 
                            (A Limited Partnership)

             Statements of Changes in Partners' Capital (Deficit)
                                  (Unaudited)

                 For the Three Months Ended March 31, 1998 and
                     For the Year Ended December 31, 1997


<TABLE>
<CAPTION>
                                                            General              Limited
                                        Total               Partners             Partners
                                  ------------------   ------------------   ------------------
<S>                               <C>                  <C>                  <C>
BALANCE - January 1, 1997            $  3,586,232        $(1,648,564)        $  5,234,796

DISTRIBUTIONS TO PARTNERS                (750,000)                 -             (750,000)

NET INCOME - for the year
  ended December 31, 1997               1,945,392             19,454            1,925,938
                                     ------------        -----------         ------------

BALANCE - December 31, 1997             4,781,624         (1,629,110)           6,410,734

DISTRIBUTIONS TO PARTNERS             (15,663,662)                 -          (15,663,662)

NET INCOME - for the three
  months ended March 31,
  1998                                 11,573,126          1,629,110            9,944,016
                                     ------------        -----------         ------------

BALANCE - March 31, 1998             $    691,088                  -         $    691,088
                                     ============        ===========         ============
</TABLE>
See accompanying notes to financial statements.

                                       6
<PAGE>
 
                        DE ANZA PROPERTIES - XII, LTD.
                            (A Limited Partnership)

                           Statements of Cash Flows
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                          Three Months              Three Months
                                                              Ended                    Ended
                                                            March 31,                March 31,
                                                              1998                      1997
                                                           -----------               ---------
<S>                                                       <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Gross rents received from real estate
    operations                                             $    45,164               $ 570,381
  Cash paid to suppliers and employees -
    including $26,119 and $21,700
    paid to related party in 1998
    and 1997, respectively                                    (209,992)               (227,388)
  Interest paid                                                (25,561)                (77,388)
  Interest and other income received                            74,866                  20,471
                                                           -----------               ---------
     Net cash (used in) provided by
       operating activities                                   (115,523)                286,076
                                                           -----------               ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Additions to property and equipment                           (1,716)                (32,588)
  Payments received on notes receivable                         68,847                  53,244
  Sale of property and equipment                            20,000,000                       -
  Sales and closing costs                                     (443,173)                 (4,656)
                                                           -----------               ---------
     Net cash provided by
       investing activities                                 19,623,958                  16,000
                                                           -----------               ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Distributions to partners                                (15,663,662)               (187,500)
  Principal payments on secured
    notes payable                                           (4,170,474)                (12,602)
                                                           -----------               ---------
     Net cash used in
       financing activities                                (19,834,136)               (200,102)
                                                           -----------               ---------
NET (DECREASE) INCREASE IN CASH AND
  CASH EQUIVALENTS                                            (325,701)                101,974

CASH AND CASH EQUIVALENTS:
  BALANCE AT BEGINNING OF PERIOD                               876,533                 631,598
                                                           -----------               ---------
  BALANCE AT END OF PERIOD                                 $   550,832               $ 733,572
                                                           ===========               =========
</TABLE>
See accompanying notes to financial statements.

                                       7
<PAGE>
                        DE ANZA PROPERTIES - XII, LTD.
                            (A Limited Partnership)

                     Statements of Cash Flows (Continued)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                 Three Months              Three Months
                                                                     Ended                     Ended
                                                                   March 31,                 March 31,
                                                                     1998                      1997
                                                                 ------------             -------------
<S>                                                              <C>                      <C>
RECONCILIATION OF NET INCOME TO NET CASH
  (USED IN) PROVIDED BY OPERATING ACTIVITIES
    Net income                                                   $ 11,573,126              $139,760
    Adjustments to reconcile net income
     to net cash (used in) provided by
      operating activities
        Depreciation and amortization                                  70,887               103,504
        Gain on sale of property and equipment                    (11,656,725)                    -
    Changes in operating assets and
     liabilities
        (Increase) decrease in accounts
          receivable                                                  (25,224)                1,022
        Decrease in prepaid expenses                                   38,281                14,829
        (Decrease) increase in accounts
          payable and accrued expenses                                (71,983)               29,623
        Decrease in deposits and advance
          rentals                                                     (43,885)               (2,662)
                                                                 ------------              --------
     Net cash (used in) provided by
       operating activities                                      $   (115,523)             $286,076
                                                                 ============              ========
</TABLE>

See accompanying notes to financial statements.

                                       8
<PAGE>
 
                        DE ANZA PROPERTIES - XII, LTD.
                            (A Limited Partnership)

                         Notes to Financial Statements
                                  (Unaudited)

                   March 31, 1998 and December 31, 1997 and
              For the Three Months Ended March 31, 1998 and 1997


NOTE 1 -   BASIS OF PRESENTATION

           The accompanying financial statements have been prepared in
           accordance with generally accepted accounting principles for interim
           financial information and with the instructions to Form 10-Q and
           Regulation S-X. Accordingly, they do not include all of the
           information and footnotes required by generally accepted accounting
           principles for complete financial statements. In the opinion of
           management, all adjustments (consisting of normal recurring accruals)
           have been included. Operating results during the three months ended
           March 31, 1998 are not necessarily indicative of the results that may
           be expected for the year ending December 31, 1998. For further
           information, refer to the financial statements and footnotes thereto
           included in the Partnership's annual report on Form 10-K for the year
           ended December 31, 1997.

           Cash and Cash Equivalents
           -------------------------

           The Partnership invests its cash not needed for working capital in
           highly liquid short-term investments consisting primarily of money
           market funds and certificates of deposit, with original maturities
           ranging generally from one to three months. The Partnership considers
           all such items to be cash equivalents.

           Depreciation
           ------------

           Pursuant to generally accepted accounting principles the Partnership
           ceased to depreciate Warner Oaks Apartments ("Warner Oaks") from the
           time it determined to sell the property (see Note 5).
 
NOTE 2 -   SECURED NOTE PAYABLE

           Secured note payable at December 31, 1997 consisted of the following:
 
               Note collateralized by a first 
               trust deed, payable in monthly
               installments of $29,997, including 
               interest until December 15,
               1997. Thereafter, the monthly 
               payment changes annually on each
               December 15th. Interest accrues at 
               2.5% over the FHLB's 11th District 
               Cost of Funds Index, not to exceed 
               12.9%, adjusted monthly. Unpaid 
               principal and accrued interest are 
               due November 15, 2008. The interest 
               rate in effect at December 31, 1997 
               was 7.39%. The note was paid on 
               January 14, 1998 upon the sale of
               Warner Oaks.                               $4,170,474
                                                          ==========
                                                                                

                                       9
<PAGE>
 
                        DE ANZA PROPERTIES - XII, LTD.
                            (A Limited Partnership)

                   Notes to Financial Statements (Continued)
                                  (Unaudited)

                   March 31, 1998 and December 31, 1997 and
              For the Three Months Ended March 31, 1998 and 1997


NOTE 3 -   TRANSACTIONS WITH RELATED PARTIES

           Pursuant to a former management agreement dated October 1, 1985, as
           amended, De Anza Assets, Inc., a former affiliate of the operating
           general partner (OGP), was paid a management fee in the amount of 5%
           of the annual gross receipts from the operations of the Partnership's
           properties. The payment of this fee is subordinated to the priority
           distribution to the limited partners of 7% of their adjusted capital
           contributions each year and is noncumulative, except in the case of a
           sale, refinancing or other disposition of the Partnership's
           properties. In that case, the difference between the management fee
           actually paid and the management fee that would have been paid if it
           were not subordinated is payable out of proceeds of the sale,
           refinancing or other disposition after payment of the limited
           partners' priority return and capital contribution and the general
           partners' incentive interest. However, management fees payable
           subsequent to a consummated refinancing are not subordinated to the
           limited partners' priority return to the extent the subordination
           would have been caused by increased debt service charges. At December
           31, 1996, cumulative accrued fees of $565,022 to De Anza Assets, Inc.
           were subordinated and included in management and condominium
           conversion fees payable to affiliate or related party. Shortly before
           the sale to an affiliate of Manufactured Home Communities, Inc.
           (MHC), as discussed in Note 5, De Anza Assets, Inc. assigned its
           rights to receipt of these fees to the Gelfand Family Trust. In
           December 1997, this payable was written off when it became apparent
           that it would not be paid from proceeds from the then pending sale of
           Warner Oaks Apartments under the terms of the partnership agreement.

           On August 18, 1994, subsequent to the sale of the Mark and the
           property management business of De Anza Group, Inc. (DAG), as
           discussed in Note 5, the property management of Warner Oaks and the
           two remaining spaces at San Luis Bay was assumed by Terra Vista
           Management, Inc. (Terra Vista). Terra Vista is wholly owned by
           Michael D. Gelfand, president of the OGP and the son of Herbert M.
           Gelfand. Herbert M. Gelfand, together with Beverly Gelfand, is the
           sole shareholder of the OGP and an individual general partner. The
           Partnership has determined, that based on the anticipated net
           proceeds from the disposition or refinancing of the property and
           their allocation under the terms of the Partnership Agreement, that
           it is not probable any deferred management fees would be paid.
           However, in the event there were sufficient proceeds, the deferred
           management fees would be paid at that time. At December 31, 1996,
           cumulative accrued fees to Terra Vista of $153,500, were subordinated
           and included in management and condominium conversion fees payable to
           affiliate or related party. The Gelfand Family Trust had agreed to
           share equally any payment which is made to the Gelfand Family Trust
           for deferred management fees with Terra Vista until Terra Vista has
           been paid all outstanding deferred management fees due Terra Vista.
           In December 1997, this payable was written off when it became
           apparent that it would not be paid from proceeds from the then
           pending sale of Warner Oaks Apartments under the terms of the
           partnership agreement.


           Pursuant to the partnership agreement, a condominium conversion fee
           equal to 1% of the sales price of the San Luis Bay homesites sold is
           due to an

                                       10
<PAGE>
 
                        DE ANZA PROPERTIES - XII, LTD.
                            (A Limited Partnership)

                   Notes to Financial Statements (Continued)
                                  (Unaudited)

                   March 31, 1998 and December 31, 1997 and
              For the Three Months Ended March 31, 1998 and 1997


NOTE 3 -   TRANSACTIONS WITH RELATED PARTIES (Continued)

           affiliate of the OGP (see Note 5). Payment of this fee was deferred
           pursuant to the partnership agreement's requirement regarding
           subordination to payment of the limited partners' priority return and
           capital contribution, the general partners' incentive interest and
           deferred management fees. Subordinated cumulative accrued fees of
           $77,809 were included in management and condominium conversion fees
           payable to an affiliate or related party at December 31, 1996.
           Shortly before the sale to MHC, De Anza Assets, Inc. assigned its
           rights to receive these fees to the Gelfand Family Trust. In December
           1997, this payable was written off when it became apparent that it
           would not be paid from proceeds from the then pending sale of Warner
           Oaks Apartments under the terms of the partnership agreement.

           In addition, Terra Vista was paid $26,119 and $21,700 during the
           three months ended March 31, 1998 and 1997, respectively, for
           performing bookkeeping, legal, regional management, computer,
           disposition and investor relations services necessary for the
           operation of the Partnership and its properties.

NOTE 4 -   INCOME PER 1% GENERAL PARTNER INTEREST AND LIMITED
           PARTNERSHIP UNIT

           Income per limited partnership unit is computed based on the limited
           partners' share of net income as shown on the Statements of Income
           and Changes in Partners' Capital (Deficit) and the number of limited
           partnership units outstanding (22,719 units). The general partners'
           share of net income has not been included in this computation. Income
           per 1% general partner interest is computed based on the general
           partners' share of net income as shown on the Statements of
           Operations and Changes in Partners' Capital (Deficit).

NOTE 5 -   SALE OF PROPERTY AND EQUIPMENT

           San Luis Bay
           ------------

           On May 2, 1989, the Partnership entered into an agreement to sell San
           Luis Bay Mobile Estates (the 162-space mobile home community in Avila
           Beach, California) to the residents for an aggregate sales price of
           $8,850,000 and, pursuant to that agreement, subdivided the property
           into condominium units in 1991. The Partnership provided purchase
           money financing for up to 80% of the individual homesite price,
           payable in monthly payments, including interest at 10%, based on a
           loan amortization schedule of 30 years, with a balloon payment of
           unpaid principal and interest due at the end of seven years. At March
           31, 1998 and December 31, 1997, respectively, the outstanding amounts
           due under such notes totaled $148,401 and $217,248. Those residents
           who purchased their homesites for cash received a 10% discount off
           their purchase price.

 

                                       11
<PAGE>
 
                        DE ANZA PROPERTIES - XII, LTD.
                            (A Limited Partnership)

                   Notes to Financial Statements (Continued)
                                  (Unaudited)

                   March 31, 1998 and December 31, 1997 and
              For the Three Months Ended March 31, 1998 and 1997


NOTE 5 -   SALE OF PROPERTY AND EQUIPMENT (Continued)

           San Luis Bay (continued)
           ------------------------

           The Partnership sold 160 homesites prior to 1995. On May 1, 1997, the
           Partnership sold one of the two remaining spaces at San Luis Bay for
           $100,000. Net proceeds, after commission and sale and closing costs
           of $7,112, was $92,888. The sole remaining homesite is leased to a
           resident.
           
           The Mark
           --------

           On August 18, 1994 the Partnership sold The Mark to an affiliate of
           MHC, a real estate investment trust, as part of an overall
           transaction for the sale of the related management business of DAG
           and other mobile home communities affiliated with DAG. In connection
           with the sale, the Partnership established various reserves totaling
           $230,097. The $230,097 was used to establish the following cash
           reserves:
               <TABLE>
                <S>                                                    <C>
                MHC Reserve                                            $ 42,000
                General Reserve                                         130,094
                Independent Committee Reserve                            58,003
                </TABLE>

           The MHC Reserve was required by MHC. It was released in 1995, at
           which time the gain on sale was recognized. The General Reserve and
           Independent Committee Reserve were established to fund contingent
           liabilities that may arise out of the MHC transaction. During 1996
           and 1995, $29,001 of the Independent Committee Reserve and the
           $42,000 MHC Reserve, respectively, were released and distributed to
           the limited partners as a return of original capital. During 1997,
           the balance of the reserves, $159,096, was released.

           Pursuant to the guidelines of Financial Accounting Standards No. 66,
           "Accounting for Sales of Real Estate," the Partnership deferred in
           1994 the recognition of gain on that portion of the sales proceeds,
           represented by the MHC Reserve, General Reserve and Independent
           Committee Reserve, totaling $230,097. As these reserves were released
           or expended, gain on sale was recognized. During 1996 and 1995, the
           Partnership recognized as income $29,001 attributable to the
           Independent Committee Reserve released and $42,000 attributable to
           the MHC Reserve released, respectively. During 1997, the Partnership
           recognized as income $29,001 and $130,094 attributable to the
           Independent Committee Reserve released and the General Reserve
           released, respectively.

                                       12
<PAGE>
 
                        DE ANZA PROPERTIES - XII, LTD.
                            (A Limited Partnership)

                   Notes to Financial Statements (Continued)
                                  (Unaudited)

                   March 31, 1998 and December 31, 1997 and
              For the Three Months Ended March 31, 1998 and 1997


NOTE 5 -   SALE OF PROPERTY AND EQUIPMENT (continued)

           Warner Oaks Apartments
           ----------------------

           In March 1997, the Partnership began actively marketing the Warner
           Oaks Apartment complex. In accordance with Statement of Financial
           Accounting Standards No. 121, the Partnership ceased depreciating the
           assets' carrying value at that time. On October 15, 1997, the
           Partnership entered into a contract to sell Warner Oaks Apartments to
           Bay Apartment Communities, Inc., a Maryland Corporation, unaffiliated
           with the Partnership, for an all-cash price of $20,000,000. The sale
           closed on January 14, 1998. After payment of mortgage debt of
           $4,170,474, broker's commission of $300,000, transfer taxes of
           $112,000 and sales costs of approximately $75,217, the Partnership
           netted sale proceeds of $15,342,309. On February 19, 1998, net
           proceeds of $15,329,526 were distributed to the limited partners as a
           combination of gain distributions and return of original capital. The
           Partnership ceased operations, will sell or collect its remaining
           assets, settle outstanding liabilities and terminate upon release and
           distribution of remaining cash reserves.

                                       13
<PAGE>
 
ITEM 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Liquidity and Capital Resources
-------------------------------


  The Partnership's quick ratio increased to 10.6:1 from 3.9:1, including cash
  balances of $550,832 and $876,533 at March 31, 1998 and December 31, 1997,
  respectively. The increase is due to a decrease in deposits and advance
  rentals and operating payables following the sale of Warner Oaks Apartments.
  The Partnership's cash balance is its immediate source of liquidity.

  On January 14, 1998, the Partnership sold Warner Oaks Apartments, as discussed
  in Note 5 to the financial statements, and expects to wind up its operations
  in 1998 and dissolve. The Warner Oaks Apartments sale and related distribution
  leaves the Partnership with only one space at San Luis Bay Mobile Estates,
  notes receivables and cash reserves as assets. The Partnership expects to sell
  its remaining space at San Luis Bay and collect its notes receivable (all of
  which mature in 1998) in order to liquidate and terminate the Partnership in
  1998. No assurance can be given, however, that such termination will occur. As
  of March 31, 1998, the amount of the notes receivable outstanding was
  approximately $148,000.

  Other than as described elsewhere, there are no known trends, demands,
  commitments, events or uncertainties which are reasonably likely to materially
  affect the Partnership's liquidity.


Results of Operations
---------------------


  The comparison of results of operations for the three months ended March 31,
  1998 and 1997 is dominated by the sale of Warner Oaks Apartments.

  Rental and other income decreased 84.6% during the three months ended March
  31, 1998 over the same period in 1997 primarily due to the sale of Warner Oaks
  Apartments on January 14, 1998. Interest and dividend income increased during
  the three months ended March 31, 1998 over the same period in 1997 because
  interest was earned on sale proceeds held for a short period until their
  distribution.

  Expenses decreased 45.3% during the three months ended March 31, 1998 over the
  same period in 1997 primarily due to the sale of Warner Oaks Apartments on
  January 14, 1998. Additionally, according to generally accepted accounting
  principles, from the time the Partnership determined to sell Warner Oaks
  Apartments it ceased to depreciate the carrying value of the assets. This
  decrease in depreciation expense is offset in part by the write off of loan
  costs in 1998 following the repayment of mortgage debt with Warner Oaks
  Apartments sale proceeds and higher salary costs in 1998 attributable to
  severance salaries and bonuses paid to Warner Oaks Apartments employees.

  Other than as described above, there are no known trends or uncertainties
  which have had or can be reasonably expected to have a material effect on
  continuing operations.

                                       14
<PAGE>
 
PART II.  OTHER INFORMATION



ITEM NUMBER
-----------


  1. LEGAL PROCEEDINGS

     No new material legal proceedings were commenced during the three months
     ended March 31, 1998 and there are none pending.

  2. CHANGES IN SECURITIES

     None.

  3. DEFAULTS UPON SENIOR SECURITIES

     None.

  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

  5. OTHER INFORMATION

     None.

  6. EXHIBITS AND REPORTS ON FORM 8-K

     Form 8-K filed January 29, 1998 relating to the Warner Oaks Apartments sale
     on January 14, 1998.

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<PAGE>
 
PART II.  OTHER INFORMATION (Continued)



                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                     DE ANZA PROPERTIES - XII, LTD.
                                            (Registrant)
 
 
 
                                     By    DE ANZA CORPORATION
                                           A California Corporation
                                           Operating General Partner
 
 
 
Date:  May 13, 1998                   By   /s/ Michael D. Gelfand
                                           ----------------------
                                           Michael D. Gelfand
                                           President and
                                             Chief Financial Officer

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