UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   Form 10-QSB


(Mark One)
[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934


              For the quarterly period ended September 30, 2004


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


             For the transition period from _________to _________

                         Commission file number 0-11767


                       ANGELES INCOME PROPERTIES, LTD. II
        (Exact Name of Small Business Issuer as Specified in Its Charter)



         California                                              95-3793526
(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)


                                 (864) 239-1000
                           (Issuer's telephone number)


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 ___

                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS




                      ANGELES INCOME PROPERTIES, LTD. II

                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                        (in thousands, except unit data)

                               September 30, 2004

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 515
   Receivables and deposits                                                      382
   Restricted escrow                                                              27
   Other assets                                                                  572
   Investment properties:
      Land                                                    $ 1,691
      Buildings and related personal property                   26,292
                                                                27,983
      Less accumulated depreciation                            (22,618)        5,365
                                                                            $ 6,861

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 400
   Tenant security deposit liabilities                                           181
   Accrued property taxes                                                        109
   Other liabilities                                                             195
   Due to affiliates (Note B)                                                     42
   Mortgage notes payable                                                     18,640

Partners' Deficit
   General partners                                            $ (565)
   Limited partners (99,804 units issued and
      outstanding)                                             (12,141)      (12,706)
                                                                            $ 6,861


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                      ANGELES INCOME PROPERTIES, LTD. II

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


<TABLE>
<CAPTION>

                                                Three Months Ended       Nine Months Ended
                                                   September 30,           September 30,
                                                 2004        2003        2004        2003
                                                          (Restated)              (Restated)
Revenues:
<S>                                             <C>         <C>         <C>         <C>
  Rental income                                 $ 1,122     $ 1,221     $ 3,385     $ 3,534
  Other income                                      122         115         291         295
        Total revenues                            1,244       1,336       3,676       3,829

Expenses:
  Operating                                         543         454       1,465       1,311
  General and administrative                         48          88         171         267
  Depreciation                                      187         170         558         898
  Interest                                          370         366       1,104       1,108
  Property taxes                                    163         141         440         410
        Total expenses                            1,311       1,219       3,738       3,994

(Loss) income from continuing operations            (67)        117         (62)       (165)
Income (loss) from discontinued operations           --         213        (116)        182
Gain from sale of discontinued operations            --          --       9,652          --
 Net (loss) income                               $ (67)      $ 330      $ 9,474      $ 17

Net (loss) income allocated to general
  partners (1%)                                  $ (1)        $ 3        $ 95        $ --
Net (loss) income allocated to limited
  partners (99%)                                    (66)        327       9,379          17

                                                 $ (67)      $ 330      $ 9,474      $ 17

Per limited partnership unit:
(Loss) income from continuing operations        $ (0.66)    $ 1.16      $ (0.62)    $ (1.63)
Income (loss) from discontinued
    operations                                       --        2.12       (1.15)       1.80
Gain from sale of discontinued operations            --          --       95.74          --

Net (loss) income                               $ (0.66)    $ 3.28      $ 93.97     $ 0.17

Distributions per limited partnership unit       $ --       $ 3.85      $ 41.73     $ 18.15

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                      ANGELES INCOME PROPERTIES, LTD. II

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


<TABLE>
<CAPTION>

                                       Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners      Total

<S>                                    <C>             <C>       <C>          <C>
Original capital contributions         100,000         $ 1       $ 50,000     $ 50,001

Partners' deficit at
   December 31, 2003                    99,804        $ (618)    $(17,355)    $(17,973)

Distributions to partners                   --           (42)      (4,165)      (4,207)

Net income for the nine months
   ended September 30, 2004                 --            95        9,379        9,474

Partners' deficit at
   September 30, 2004                   99,804        $ (565)    $(12,141)    $(12,706)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                      ANGELES INCOME PROPERTIES, LTD. II

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

                                                                    Nine Months Ended
                                                                      September 30,
                                                                    2004         2003
Cash flows from operating activities:
<S>                                                                <C>           <C>
  Net income                                                       $ 9,474       $ 17
  Adjustments to reconcile net income to net cash
   provided by operating activities:
      Gain from sale of discontinued operations                     (9,652)          --
      Depreciation                                                     582        1,162
      Amortization of mortgage discounts and loan costs                 61           56
      Loss on early extinguishment of debt                             159           58
      Change in accounts:
        Receivables and deposits                                        50         (116)
        Other assets                                                  (155)         (56)
        Accounts payable                                                70          (53)
        Tenant security deposit liabilities                            (64)          13
        Accrued property taxes                                         (64)          70
        Due to affiliates                                             (222)          14
        Other liabilities                                             (205)         (13)
          Net cash provided by operating activities                     34        1,152

Cash flows from investing activities:
  Proceeds from sale of investment property                         10,769           --
  Property improvements and replacements                              (448)        (313)
  Net withdrawals from restricted escrows                                6          134
          Net cash provided by (used in) investing activities       10,327         (179)

Cash flows from financing activities:
  Payments on mortgage notes payable                                  (393)        (412)
  Distributions to partners                                         (4,207)      (1,829)
  Proceeds from mortgage note payable                                   --        6,175
  Repayment of mortgage notes payable                               (6,062)      (5,017)
  Advance from affiliate                                                42           --
  Loan costs paid                                                      (19)        (174)
  Prepayment penalty paid                                               --          (28)
          Net cash used in financing activities                    (10,639)      (1,285)

Net decrease in cash and cash equivalents                             (278)        (312)
Cash and cash equivalents at beginning of period                       793          669

Cash and cash equivalents at end of period                          $ 515        $ 357

Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 1,074      $ 1,296

Supplemental disclosure of non-cash activity:
  Property improvements and replacements included in
    accounts payable                                                $ 261        $ --


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                      ANGELES INCOME PROPERTIES, LTD. II

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The accompanying  unaudited  consolidated financial statements of Angeles Income
Properties,  Ltd. II (the  "Partnership" or "Registrant")  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  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 Angeles  Realty  Corporation  II (the
"Managing General Partner"),  which is wholly-owned by Apartment  Investment and
Management  Company  ("AIMCO"),  a publicly traded real estate investment trust,
all adjustments  (consisting of normal recurring accruals)  considered necessary
for a fair presentation have been included.  Operating results for the three and
nine month periods ended  September 30, 2004 are not  necessarily  indicative of
the results that may be expected  for the fiscal year ending  December 31, 2004.
For further  information,  refer to the  consolidated  financial  statements and
footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2003.

The  accompanying  consolidated  statements of operations for the three and nine
months  ended  September  30,  2003 have been  restated as of January 1, 2003 to
reflect  the   operations  of  Georgetown   Apartments  as  income  (loss)  from
discontinued  operations in accordance  with  Statement of Financial  Accounting
Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived Assets".  Georgetown Apartments was sold to a third party on March 2,
2004.

Note B - Transactions with Affiliated Parties

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

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from all of the Partnership's  properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately $198,000 and $247,000 for the nine months ended September 30, 2004
and 2003,  respectively,  which are  included in  operating  expenses and income
(loss) from discontinued operations.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $136,000 and $127,000 for the
nine months ended September 30, 2004 and 2003, respectively,  which are included
in general and administrative  expenses and investment  properties.  Included in
these amounts are fees related to construction  management  services provided by
an affiliate of the Managing General Partner of  approximately  $13,000 for each
of the  nine  months  ended  September  30,  2004  and  2003.  The  construction
management  service  fees  are  calculated  based  on a  percentage  of  current
additions to investment properties.

The Partnership Agreement provides for a fee equal to 10% of "Net cash flow from
operations," as defined in the Partnership  Agreement to be paid to the Managing
General Partner for executive and administrative  management  services.  Fees of
approximately  $39,000 were earned by the Managing  General Partner for the nine
months ended September 30, 2003, which is included in general and administrative
expenses. There were no such fees earned by the Managing General Partner for the
nine months ended September 30, 2004.

Pursuant to the Partnership Agreement,  the Managing General Partner is entitled
to receive a distribution equal to 3% of the aggregate disposition price of sold
properties.  The Partnership paid a distribution of approximately $86,000 to the
Managing General Partner related to the sale of Atlanta Crossing Shopping Center
in March 2000.  This amount is  subordinate  to the limited  partners  receiving
their original capital  contributions  plus a cumulative  preferred return of 6%
per annum of their adjusted  capital  investment,  as defined in the Partnership
Agreement.  If the limited  partners  have not received  these  returns when the
Partnership terminates,  the Managing General Partner will be required to return
this amount to the  Partnership.  No such  distribution was paid to the Managing
General Partner related to the March 2004 sale of Georgetown Apartments.

The Partnership paid an affiliate of the Managing General Partner  approximately
$62,000 for loan costs related to the  refinancing of the mortgages  encumbering
Georgetown  Apartments  during the nine months ended  September 30, 2003.  These
costs were  capitalized  and the  unamortized  balance is  included in loss from
discontinued  operations  for the nine months ended  September  30,  2004,  as a
result of the property's sale in March 2004.

In  accordance  with the  Partnership  Agreement,  during the nine months  ended
September 30, 2004, an affiliate of the Managing  General  Partner  advanced the
Partnership  approximately  $42,000  to  fund  costs  related  to  the  upcoming
refinancing of the mortgage encumbering Landmark Apartments.  This advance bears
interest  at the prime  rate plus 2% (6.75% at  September  30,  2004).  Interest
expense was less than $1,000 for the nine months ended  September  30, 2004.  At
September  30, 2004,  the total  outstanding  advances and accrued  interest was
approximately  $42,000 and is included in due to affiliates.  There were no such
advances made by affiliates of the Managing  General  Partner to the Partnership
during the nine months ended September 30, 2003.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing  General  Partner.  During the nine months ended September 30, 2004 and
2003,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$64,000 and $62,000,  respectively,  for insurance  coverage and fees associated
with policy claims administration.

Note C - Disposition of Investment Property

On March 2, 2004, the Partnership  sold  Georgetown  Apartments to a third party
for a gross sale price of approximately  $10,950,000.  The net proceeds realized
by the Partnership were approximately $10,769,000 after payment of closing costs
and a prepayment  penalty  owed by the  Partnership  and paid by the buyer.  The
Partnership  used  approximately  $6,062,000  of the net  proceeds  to repay the
mortgage   encumbering  the  property.   The  Partnership  realized  a  gain  of
approximately  $9,652,000  as a result of the sale during the nine months  ended
September  30,  2004,  which  is  included  in gain  from  sale of  discontinued
operations.   In  addition,  the  Partnership  recorded  a  loss  on  the  early
extinguishment of debt of approximately $159,000 as a result of the write-off of
unamortized loan costs and a prepayment penalty,  which is included in loss from
discontinued  operations.  The  property's  operations,  loss  of  approximately
$116,000  for  the  nine  months  ended   September   30,  2004  and  income  of
approximately  $213,000  and  $182,000  for the  three  and  nine  months  ended
September   30,  2003,   respectively,   are  included  in  income  (loss)  from
discontinued operations.  Included in income (loss) from discontinued operations
are revenues of  approximately  $234,000 for the nine months ended September 30,
2004 and revenues of  approximately  $399,000 and  $1,177,000  for the three and
nine months ended September 30, 2003, respectively.

Note D - Refinancing of Mortgage Notes Payable

On May 21, 2003, the Partnership refinanced the mortgages encumbering Georgetown
Apartments.  The refinancing  replaced the existing  mortgages of  approximately
$5,017,000  with a new mortgage in the amount of $6,175,000.  Total  capitalized
loan costs were  approximately  $174,000  during the nine months ended September
30,  2003.  These  costs  included  approximately  $62,000  in fees  paid to the
Managing  General  Partner.  The  Partnership  recognized  a loss  on the  early
extinguishment  of debt of  approximately  $58,000  during the nine months ended
September  30,  2003,  due to the write off of  unamortized  loan costs and debt
discounts and the payment of a prepayment  penalty,  which is included in income
(loss) from discontinued operations.

Note E - Contingencies

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second  appeal.  The Court of Appeals  heard oral  argument  on both  appeals on
September 22, 2004 and took the matters under submission.

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

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all  hours  worked  in  excess  of forty  per  week.  On  March 5,  2004 the
plaintiffs filed an amended complaint also naming NHP Management Company,  which
is also an affiliate of the Managing General Partner. The complaint is styled as
a Collective  Action  under the FLSA and seeks to certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The defendants have filed an answer to the amended complaint denying
the  substantive  allegations.  Some  discovery  has taken place and  settlement
negotiations  continue.  Although the outcome of any  litigation  is  uncertain,
AIMCO  Properties,  L.P. does not believe that the ultimate  outcome will have a
material  adverse  effect on its financial  condition or results of  operations.
Similarly,  the  Managing  General  Partner  does not believe  that the ultimate
outcome will have a material  adverse effect on the  Partnership's  consolidated
financial condition or results of operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of operations. Similarly, the Managing General Partner does
not believe that the ultimate outcome will have a material adverse effect on the
Partnership's consolidated financial condition or results of operations.

Note F - Subsequent Event

On November 1, 2004, the Registrant  obtained a mortgage in the principal amount
of $7,000,000 on one of its investment properties,  Landmark Apartments, located
in Raleigh,  North Carolina. The existing mortgage with an outstanding principal
amount of  approximately  $5,950,000  matured on November 1, 2004 and was repaid
with proceeds from the new mortgage.  The new mortgage requires monthly payments
of interest  beginning  on December 1, 2004 until the loan  matures  November 1,
2006,  with interest  being equal to the average of the one month LIBOR plus 235
basis points (minimum rate of 4.3662%).  In conjunction  with the mortgage note,
the Partnership  paid  approximately  $13,000 to enter into an interest rate cap
agreement,  which limits the  Partnership's  exposure to interest rate increase.
Under this interest rate cap agreement,  the Partnership's  interest rate on the
amounts  owed  to  GMAC  Commercial  Mortgage  will  be  no  higher  than  5.5%.
Adjustments to the initial amount paid are  recognized in interest  expense.  In
addition, the new mortgage requires monthly escrow deposits for taxes, insurance
and replacement reserves and a $500,000 repair reserve that was established with
the lender at closing.  As a condition  of making the new  mortgage,  the lender
required AIMCO  Properties,  L.P., an affiliate of the Registrant,  to guarantee
the  obligations  and  liabilities  of the  Registrant  with  respect to the new
mortgage.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

The Partnership's  investment properties consist of two apartment complexes. The
following table sets forth the average  occupancy of the properties for the nine
months ended September 30, 2004 and 2003:

                                         Average Occupancy
Property                                 2004        2003

Deer Creek Apartments                     93%         95%
   Plainsboro, New Jersey
Landmark Apartments                       81%         86%
   Raleigh, North Carolina

The Managing  General  Partner  attributes the decrease in occupancy at Landmark
Apartments to increased competition in the Raleigh area.

The  Partnership's  financial  results depend upon a number of factors including
the  ability to attract  and  maintain  tenants  at the  investment  properties,
interest  rates on mortgage  loans,  costs  incurred  to operate the  investment
properties,  general  economic  conditions  and weather.  As part of the ongoing
business plan of the  Partnership,  the Managing  General  Partner  monitors 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,  the Managing  General Partner may use
rental  concessions  and  rental  rate  reductions  to offset  softening  market
conditions. Accordingly, there is no guarantee that the Managing General Partner
will be able to  sustain  such a plan.  Further,  a number of  factors  that are
outside the control of the  Partnership  such as the local economic  climate and
weather can adversely or positively affect the Partnership's financial results.

Results of Operations

The  Partnership  recognized a net loss of  approximately  $67,000 for the three
months ended September 30, 2004 and net income of  approximately  $9,474,000 for
the nine  months  ended  September  30,  2004,  as  compared  to net  income  of
approximately $330,000 and $17,000 for the three and nine months ended September
30,  2003,  respectively.  On March 2, 2004,  the  Partnership  sold  Georgetown
Apartments to a third party for a gross sale price of approximately $10,950,000.
The net proceeds  realized by the  Partnership  were  approximately  $10,769,000
after payment of closing costs and a prepayment  penalty owed by the Partnership
and paid by the buyer. The Partnership used approximately  $6,062,000 of the net
proceeds  to repay  the  mortgage  encumbering  the  property.  The  Partnership
realized a gain of  approximately  $9,652,000 as a result of the sale during the
nine months ended  September  30,  2004,  which is included in gain from sale of
discontinued  operations.  In addition, the Partnership recorded a loss on early
extinguishment of debt of approximately $159,000 as a result of the write-off of
unamortized loan costs and a prepayment penalty,  which is included in loss from
discontinued  operations.  The  property's  operations,  loss  of  approximately
$116,000  for  the  nine  months  ended   September   30,  2004  and  income  of
approximately  $213,000  and  $182,000  for the  three  and  nine  months  ended
September   30,  2003,   respectively,   are  included  in  income  (loss)  from
discontinued operations.  Included in income (loss) from discontinued operations
are revenues of  approximately  $234,000 for the nine months ended September 30,
2004 and revenues of  approximately  $399,000 and  $1,177,000  for the three and
nine months ended September 30, 2003, respectively.

The Partnership's loss from continuing  operations for the three and nine months
ended  September  30, 2004 was  approximately  $67,000 and $62,000,  compared to
income from continuing operations of approximately $117,000 for the three months
ended  September 30, 2003 and loss from continuing  operations of  approximately
$165,000 for the nine months ended  September  30, 2003.  The decrease in income
from continuing  operations for the three months ended September 30, 2004 is due
to a decrease in total revenues and an increase in total expenses.  The decrease
in loss from continuing  operations for the nine months ended September 30, 2004
is due to a decrease in total expenses,  partially offset by a decrease in total
revenues.  The decrease in total  revenues for the three months ended  September
30, 2004 is due to a decrease in rental income,  partially offset by an increase
in other  income.  The  decrease in total  revenues  for the nine  months  ended
September 30, 2004 is due to a decrease in rental income.  Other income remained
relatively  constant for the nine months ended  September 30, 2004. The decrease
in rental income for both the three and nine months ended  September 30, 2004 is
due to decreases in occupancy at both of the Partnership's investment properties
and the  average  rental  rate at Landmark  Apartments,  partially  offset by an
increase in the average  rental rate at Deer Creek  Apartments.  The increase in
other income for the three months ended  September  30, 2004 is primarily due to
an increase in lease cancellation fees at Landmark Apartments.

The increase in total expenses for the three months ended  September 30, 2004 is
due  to  increases  in  operating,  depreciation,  and  property  tax  expenses,
partially  offset by a decrease  in general  and  administrative  expenses.  The
decrease in total  expenses for the nine months ended  September 30, 2004 is due
to decreases  in both  general and  administrative  and  depreciation  expenses,
partially  offset by increases  in both  operating  and  property tax  expenses.
Interest expense remained relatively constant for both the three and nine months
ended September 30, 2004. The increase in operating  expenses for both the three
and nine months  ended  September  30, 2004 is  primarily  due to  increases  in
utility, payroll,  contract maintenance,  and advertising expenses at Deer Creek
Apartments, partially offset by a decrease in snow removal expense at Deer Creek
Apartments.  The  increase in  depreciation  expense for the three  months ended
September 30, 2004 is due to property  improvements and replacements placed into
service  at both of the  Partnership's  investment  properties  during  the past
twelve months.  The decrease in  depreciation  expense for the nine months ended
September  30,  2004  is  due  to  buildings  and  property   improvements   and
replacements  placed in service in prior years becoming fully depreciated during
the second and third quarters of 2003, partially offset by property improvements
and  replacements  placed into service at both of the  Partnership's  investment
properties  during the past twelve months.  The increase in property tax expense
for both the  three  and  nine  months  ended  September  30,  2004 is due to an
increase in the tax rate at Deer Creek  Apartments.  The decrease in general and
administrative  expense for both the three and nine months ended  September  30,
2004 is due to decreases in New Jersey partnership tax expense,  the Partnership
management  fee  payable  from net cash flow from  operations  as defined in the
Partnership   Agreement,   and   professional   expenses   associated  with  the
administration  of the Partnership,  partially offset by an increase in the cost
of services  included in the management  reimbursements  to the Managing General
Partner as allowed under the Partnership Agreement. Also included in general and
administrative  expenses for the three and nine months ended  September 30, 2004
and 2003 are costs associated with the quarterly and annual  communications with
investors  and  regulatory  agencies  and  the  annual  audit  required  by  the
Partnership Agreement.

Liquidity and Capital Resources

At  September  30,  2004,  the  Partnership  had cash and  cash  equivalents  of
approximately  $515,000,  compared to  approximately  $357,000 at September  30,
2003. The decrease in cash and cash equivalents of approximately  $278,000, from
December 31, 2003, is due to approximately $10,639,000 of cash used in financing
activities,  partially offset by  approximately  $10,327,000 of cash provided by
investing  activities  and  approximately  $34,000 of cash provided by operating
activities.  Cash used in  financing  activities  consisted  of repayment of the
mortgage encumbering Georgetown Apartments,  distributions to partners, payments
of principal  made on the mortgages  encumbering  the  Partnership's  investment
properties and loan costs paid related to the extension obtained on the mortgage
encumbering  Landmark  Apartments,  partially  offset  by  an  advance  from  an
affiliate of the Managing General Partner. Cash provided by investing activities
consisted of proceeds  received from the sale of Georgetown  Apartments  and net
receipts from an escrow  account  maintained by the mortgage  lender,  partially
offset by property  improvements and replacements.  The Partnership  invests its
working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  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 Managing General Partner
monitors  developments  in the  area of legal  and  regulatory  compliance.  For
example,  the  Sarbanes-Oxley  Act  of  2002  mandates  or  suggests  additional
compliance  measures  with  regard to  governance,  disclosure,  audit and other
areas.  In light of these changes,  the  Partnership  expects that it will incur
higher expenses related to compliance.  Capital improvements planned for each of
the Partnership's properties are detailed below.

Georgetown Apartments

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately   $9,000  of  capital   improvements  at  Georgetown   Apartments,
consisting  primarily of floor covering  replacement.  These  improvements  were
funded from operating cash flow. The Partnership sold Georgetown Apartments to a
third party on March 2, 2004.

Deer Creek Apartments

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $216,000  of  capital  improvements  at  Deer  Creek  Apartments,
consisting primarily of structural improvements, interior building improvements,
water heater upgrades,  and floor covering replacement.  These improvements were
funded  from  operating  cash  flow.  The  Partnership   evaluates  the  capital
improvement  needs of the property  during the year and  currently  expects that
only necessary  improvements  will be made during the remainder of 2004 in order
to maintain occupancy at the property.  Additional  capital  improvements may be
considered and will depend on the physical  condition of the property as well as
the anticipated cash flow generated by the property.

Landmark Apartments

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately   $484,000  of  capital   improvements  at  Landmark   Apartments,
consisting  primarily of a repair project to address water  infiltration  issues
with  15  units.   Based  upon  current  plans,  the  Managing  General  Partner
anticipates  the  project to be  complete  in  November  2004 at a total cost of
approximately   $400,000.   Other  improvements  consisted  primarily  of  major
landscaping,  interior building  improvements,  and floor covering  replacement.
These  improvements  were funded from  replacement  reserves and operating  cash
flow. The Partnership is currently  evaluating the capital  improvement needs of
the property for 2004 and expects to complete an  additional  $37,000 in capital
improvements  not related to the water  infiltration  project and  approximately
$48,000 for property  redevelopment  as mentioned  above during the remainder of
2004.  Additional capital  improvements may be considered and will depend on the
physical  condition  of the  property  as  well  as the  anticipated  cash  flow
generated by the property and replacement reserves.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from Partnership  reserves.  To the extent that such budgeted
capital improvements are completed,  the Partnership's  distributable cash flow,
if any, may be adversely affected at least in the short term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  encumbering Deer Creek Apartments of approximately  $12,681,000 is
amortized  over 20 years and matures on July 1, 2021,  at which time the loan is
scheduled to be fully amortized.  The mortgage indebtedness encumbering Landmark
Apartments of  approximately  $5,959,000 is amortized  over a period of 30 years
with a balloon  payment of  approximately  $5,950,000  due November 1, 2004. The
mortgage  encumbering Landmark Apartments matured November 1, 2003. However, the
Managing  General Partner  negotiated a one year  extension,  which extended the
maturity  of the loan to November  1, 2004,  with a one-time  right to extend to
February 1, 2005.  The extension  required the  Partnership  to continue  making
monthly  payments of  principal  and  interest  under the terms of the  original
mortgage.  On  November  1, 2004,  the  Registrant  obtained  a mortgage  in the
principal  amount of $7,000,000 on one of its  investment  properties,  Landmark
Apartments,  located in Raleigh,  North Carolina.  The existing mortgage with an
outstanding principal amount of approximately  $5,950,000 matured on November 1,
2004 and was  repaid  with  proceeds  from the new  mortgage.  The new  mortgage
requires  monthly  payments of interest  beginning on December 1, 2004 until the
loan matures  November 1, 2006,  with interest being equal to the average of the
one month LIBOR plus 235 basis points (minimum rate of 4.3662%).  In conjunction
with the mortgage note, the Partnership paid approximately $13,000 to enter into
an interest  rate cap  agreement,  which  limits the  Partnership's  exposure to
interest  rate   increase.   Under  this  interest  rate  cap   agreement,   the
Partnership's interest rate on the amounts owed to GMAC Commercial Mortgage will
be no higher than 5.5%. Adjustments to the initial amount paid are recognized in
interest expense. In addition, the new mortgage requires monthly escrow deposits
for taxes, insurance and replacement reserves and a $500,000 repair reserve that
was  established  with the lender at closing.  As a condition  of making the new
mortgage,  the lender  required  AIMCO  Properties,  L.P.,  an  affiliate of the
Registrant,  to guarantee the obligations and liabilities of the Registrant with
respect to the new  mortgage.  The  Managing  General  Partner  will  attempt to
refinance the mortgage  encumbering Landmark Apartments and/or sell the property
prior to such maturity date. If the property  cannot be refinanced or sold for a
sufficient  amount,  the  Partnership  will risk  losing such  property  through
foreclosure.

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2004 and 2003 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                    Nine Months Ended   Per Limited   Nine Months Ended    Per Limited
                      September 30,     Partnership     September 30,      Partnership
                          2004             Unit              2003              Unit

<S>  <C>                 <C>              <C>                <C>               <C>
Sale (1)                 $3,927           $38.96             $ --              $ --
Refinance (2)                --               --             1,032             10.24
Operations                  280             2.77               797              7.91
Total                    $4,207           $41.73            $1,829            $18.15
</TABLE>

(1)  From  proceeds from the sale of  Georgetown  Apartments.  (2) From proceeds
     from the  refinancing of the mortgages  encumbering  Georgetown  Apartments
     during May 2003.

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings,  and/or  property  sales.  The  Partnership's  cash  available for
distribution is reviewed on a monthly basis. There can be no assurance, however,
that the  Partnership  will  generate  sufficient  funds from  operations  after
required capital expenditures to permit additional distributions to its partners
during the remainder of 2004 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 64,653 limited  partnership  units
(the "Units") in the Partnership representing 64.78% of the outstanding Units at
September  30,  2004. A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties L.P., the operating  partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on November
5, 2004,  AIMCO  Properties,  L.P.,  commenced a tender offer to acquire  35,151
Units for a purchase  price of $118.69 per Unit.  Such offer expires on December
7, 2004. Pursuant to the Partnership  Agreement,  unitholders holding a majority
of the Units are  entitled to take  action with  respect to a variety of matters
that  include,  but are not  limited  to,  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  64.78% of the  outstanding  Units,  AIMCO and its
affiliates  are in a position to control all such voting  decisions with respect
to the Partnership.  Although the Managing General Partner owes fiduciary duties
to the limited  partners of the  Partnership,  the Managing General Partner also
owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties
of the Managing General Partner, as managing general partner, to the Partnership
and its limited  partners may come into conflict with the duties of the Managing
General Partner to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting
principles   generally  accepted  in  the  United  States,   which  require  the
Partnership to make estimates and assumptions.  The Partnership believes that of
its significant  accounting policies,  the following may involve a higher degree
of judgment and complexity.

Impairment of Long-Lived Assets

The Partnership's  investment  properties are recorded at cost, less accumulated
depreciation,  unless considered impaired.  If events or circumstances  indicate
that the carrying  amount of a property may be impaired,  the  Partnership  will
make an assessment of its  recoverability by estimating the undiscounted  future
cash flows,  excluding interest charges, of the property. If the carrying amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's investment properties.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any adverse changes in these factors could cause impairment of the Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership  evaluates all accounts receivable from residents and establishes an
allowance, after the application of security deposits, for accounts greater than
30 days past due on current tenants and all receivables due from former tenants.
The Partnership will offer rental concessions during particularly slow months or
in response to heavy  competition from other similar  complexes in the area. Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

ITEM 3.     CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Managing  General  Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer  and  principal  financial  officer of the  Managing  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fiscal quarter to which this report relates that have  materially  affected,  or
are reasonably likely to materially affect,  the Partnership's  internal control
over financial reporting.

                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April  23,  2004,  the  Managing  General  Partner  and its  affiliates  filed a
responsebrief  in  support  of the  settlement  and the  judgment  thereto.  The
plaintiffs  have also  filed a brief in support  of the  settlement.  On June 4,
2004,  Objector  filed a reply to the briefs  submitted by the Managing  General
Partner and  Plaintiffs.  In addition  both the  Objector and  plaintiffs  filed
briefs in  connection  with the second  appeal.  The Court of Appeals heard oral
argument  on both  appeals on  September  22,  2004 and took the  matters  under
submission.

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

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all  hours  worked  in  excess  of forty  per  week.  On  March 5,  2004 the
plaintiffs filed an amended complaint also naming NHP Management Company,  which
is also an affiliate of the Managing General Partner. The complaint is styled as
a Collective  Action  under the FLSA and seeks to certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The defendants have filed an answer to the amended complaint denying
the  substantive  allegations.  Some  discovery  has taken place and  settlement
negotiations  continue.  Although the outcome of any  litigation  is  uncertain,
AIMCO  Properties,  L.P. does not believe that the ultimate  outcome will have a
material  adverse  effect on its financial  condition or results of  operations.
Similarly,  the  Managing  General  Partner  does not believe  that the ultimate
outcome will have a material  adverse effect on the  Partnership's  consolidated
financial condition or results of operations.

ITEM 6.     EXHIBITS


            See Exhibit Index.


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                    ANGELES INCOME PROPERTIES, LTD. II


                                    By:   Angeles Realty Corporation II
                                          Managing General Partner

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

                                    By:   /s/Stephen B. Waters
                                          Stephen B. Waters
                                          Vice President

                                    Date: November 12, 2004

                       ANGELES INCOME PROPERTIES, LTD. II

                                  EXHIBIT INDEX



Exhibit Number    Description of Exhibit

       3.1        Amendment  Agreement of Limited Partnership of the Partnership
                  dated  October 12, 1982 filed in Form 10K dated  November  30,
                  1983, incorporated herein by reference

       3.2        Amended  Agreement of Limited  Partnership of the  Partnership
                  dated  March  31,  1983  filed  in  the  Prospectus,   of  the
                  Partnership,  as Exhibit A, dated March 31, 1983  incorporated
                  herein by reference

      10.15       Multifamily  Note  -  Landmark  Apartments  between  Angeles
                  Income  Properties,  Ltd. II and Lehman  Brothers  Holdings,
                  Inc.  d/b/a  Lehman  Capital,  a division  of Lehman  Brothers
                  Holdings, Inc. dated November 1, 1996

      10.19       Multifamily  Note dated June 27, 2001, by and between  Angeles
                  Income Properties,  Ltd. II, a California Limited Partnership,
                  and  GMAC  Commercial  Mortgage  Corporation  for  Deer  Creek
                  Apartments,  is  incorporated  by reference  to the  Quarterly
                  Report on Form 10-QSB for the quarter ended June 30, 2001.

      10.21       Purchase and Sale Contract between Georgetown AIP II, L.P. and
                  Freestone  Realty  Advisors,  LLC,  dated  November  25, 2003,
                  incorporated  by reference  to the Current  Report on Form 8-K
                  dated March 2, 2004.

      10.22       First   Amendment  to  Purchase  and  Sale  Contract   between
                  Georgetown AIP II, L.P. and Freestone  Realty  Advisors,  LLC,
                  dated  January  9,  2004,  incorporated  by  reference  to the
                  Current Report on Form 8-K dated March 2, 2004.

      10.23       Second   Amendment  to  Purchase  and  Sale  Contract  between
                  Georgetown AIP II, L.P. and Freestone  Realty  Advisors,  LLC,
                  dated  January 12,  2004,  incorporated  by  reference  to the
                  Current Report on Form 8-K dated March 2, 2004.

      10.24       Third   Amendment  to  Purchase  and  Sale  Contract   between
                  Georgetown AIP II, L.P. and Freestone  Realty  Advisors,  LLC,
                  dated  January 13,  2004,  incorporated  by  reference  to the
                  Current Report on Form 8-K dated March 2, 2004.

      10.25       Reinstatement  and  Fourth  Amendment  to  Purchase  and  Sale
                  Contract between  Georgetown AIP II, L.P. and Freestone Realty
                  Advisors,   LLC,  dated  January  24,  2004,  incorporated  by
                  reference  to the  Current  Report on Form 8-K dated  March 2,
                  2004.

      10.26       Assignment and Assumption of Contract between Freestone Realty
                  Advisors,   LLC,  as   Assignor   and   Georgetown   Apartment
                  Homes-FRIP,  L.L.C.,  as  Assignee,  dated  February 11, 2004,
                  incorporated  by reference  to the Current  Report on Form 8-K
                  dated March 2, 2004.

      10.27       Modification and Extension Agreement by and among Federal Home
                  Loan Mortgage Corporation, Angeles Income Properties, Ltd. II,
                  and  Commonwealth  Land Title  Company of North  Carolina  for
                  Landmark Apartments is incorporated by reference to the Annual
                  Report on Form 10-KSB for the year ended December 31, 2003.

      31.1        Certification  of  equivalent  of  Chief  Executive  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      31.2        Certification  of  equivalent  of  Chief  Financial  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      32.1        Certification   Pursuant  to  18  U.S.C.  Section  1350,  as
                  Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.


Exhibit 31.1
                                  CERTIFICATION
I, Martha L. Long, certify that:

1.    I have reviewed  this  quarterly  report on Form 10-QSB of Angeles  Income
      Properties Ltd. II;

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

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

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date:  November 12, 2004
                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice President of
                                    Angeles Realty Corporation
                                    II, equivalent of the chief
                                    executive officer of the
                                    Partnership

Exhibit 31.2
                                  CERTIFICATION

I, Stephen B. Waters, certify that:

1.    I have reviewed  this  quarterly  report on Form 10-QSB of Angeles  Income
      Properties Ltd. II;
2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

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

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date:  November 12, 2004
                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President of Angeles Realty
                                    Corporation II, equivalent of
                                    the chief financial officer of
                                    the Partnership

Exhibit 32.1


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



In  connection  with the  Quarterly  Report  on Form  10-QSB of  Angeles  Income
Properties,  Ltd.  II  (the  "Partnership"),  for  the  quarterly  period  ended
September 30, 2004 as filed with the Securities  and Exchange  Commission on the
date hereof  (the  "Report"),  Martha L. Long,  as the  equivalent  of the chief
executive  officer of the Partnership,  and Stephen B. Waters, as the equivalent
of the chief  financial  officer  of the  Partnership,  each  hereby  certifies,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  November 12, 2004


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  November 12, 2004


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