FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report



                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549


                                   Form 10-QSB


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


                   For the quarterly period ended March 31, 2001


[ ] 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 0-11767


                         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___


<PAGE>



                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS


a)

                         ANGELES INCOME PROPERTIES, LTD. II

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

                                 March 31, 2001

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   517
   Receivables and deposits                                                      421
   Restricted escrows                                                            134
   Other assets                                                                  313
   Investment properties:
      Land                                                    $  1,984
      Buildings and related personal property                   31,969
                                                                33,953
      Less accumulated depreciation                            (24,785)        9,168
                                                                            $ 10,553

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $   173
   Tenant security deposit liabilities                                           289
   Accrued property taxes                                                        217
   Other liabilities                                                             159
   Due to affiliates                                                             102
   Mortgage notes payable                                                     17,491

Partners' Deficit
   General partners                                            $  (517)
   Limited partners (99,784 units issued and
      outstanding)                                              (7,361)       (7,878)

                                                                            $ 10,553

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>




b)

                         ANGELES INCOME PROPERTIES, LTD. II

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

<TABLE>
<CAPTION>

                                                               Three Months Ended
                                                                    March 31,
                                                               2001          2000
Revenues:
<S>                                                           <C>           <C>
  Rental income                                               $1,677        $1,605
  Other income                                                    89            86
      Total revenues                                           1,766         1,691

Expenses:
  Operating                                                      542           526
  General and administrative                                      96           112
  Depreciation                                                   448           423
  Interest                                                       349           351
  Property taxes                                                 178           140
      Total expenses                                           1,613         1,552

Income before discontinued operation                             153           139
Income from discontinued operation                                --            61
Gain on sale of discontinued operation                            --         2,060

Net income                                                     $ 153        $2,260

Net income allocated to general partners                        $ 2          $ 108

Net income allocated to limited partners                         151         2,152

                                                               $ 153        $2,260
Per limited partnership unit:
  Income before discontinued operation                        $ 1.51        $ 1.37
  Income from discontinued operation                              --          0.62
  Gain on sale of discontinued operation                          --         19.58

Net income                                                    $ 1.51        $21.57

Distributions per limited partnership unit                    $ 5.31         $ --

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


c)

                         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, 2000                    99,784        $ (514)     $(6,982)   $(7,496)

Distributions to partners                   --            (5)        (530)      (535)

Net income for the three months
   ended March 31, 2001                     --             2          151        153

Partners' deficit at
   March 31, 2001                       99,784        $ (517)     $(7,361)   $(7,878)

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>



d)

                         ANGELES INCOME PROPERTIES, LTD. II

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

                                                                 Three Months Ended
                                                                       March 31,
                                                                  2001        2000
Cash flows from operating activities:
<S>                                                              <C>         <C>
  Net income                                                     $  153      $ 2,260
  Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation                                                  448          423
      Amortization of discounts, loan costs and lease
        commissions                                                  19           25
      Gain on sale of investment property                            --       (2,060)
      Change in accounts:
        Receivables and deposits                                    (93)          33
        Other assets                                                (83)         143
        Accounts payable                                             69           52
        Tenant security deposit liabilities                          (1)         (11)
        Accrued property taxes                                      104           68
        Due to affiliates                                            21           44
        Other liabilities                                          (137)        (104)

          Net cash provided by operating activities                 500          873

Cash flows from investing activities:
  Property improvements and replacements                           (369)        (374)
  Net withdrawals from restricted escrows                             9          122
  Proceeds from sale of investment property                          --        2,746

          Net cash (used in) provided by investing
             activities                                            (360)       2,494

Cash flows from financing activities:
  Payments on mortgage notes payable                                (63)         (61)
  Distributions to partners                                        (535)      (1,500)

          Net cash used in financing activities                    (598)      (1,561)

Net (decrease) increase in cash and cash equivalents               (458)       1,806

Cash and cash equivalents at beginning of period                    975        4,229

Cash and cash equivalents at end of period                       $  517      $ 6,035

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $  329        $ 331

At  December  31,  2000  and  1999,   approximately   $150,000   and   $157,000,
respectively,  of  property  improvements  and  replacements  were  included  in
accounts payable.

Distributions to partners of approximately  $1,500,000 were declared at December
31, 1999 and paid in January 2000.

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

e)

                         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"),  all adjustments  (consisting of normal recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three month  period  ended  March 31,  2001,  are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  December 31, 2001. 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 year ended December 31, 2000.

Principles of Consolidation

The consolidated financial statements of the Partnership include all accounts of
the Partnership and its 99% limited  partnership  interest in Georgetown AIP II,
LP and its 100% owned limited liability corporation interest in AIPL II GP, LLC.
Although legal  ownership of the respective  asset remains with these  entities,
the Partnership retains all economic benefits from the properties.  As a result,
the Partnership  consolidates  its interests in these two entities,  whereby all
accounts  are  included  in  the  consolidated   financial   statements  of  the
Partnership with all inter-entity accounts being eliminated.

Note B - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and  reimbursement  of certain  expenses  incurred by
affiliates on behalf of the  Partnership.  The  following  payments were paid or
accrued to the Managing  General Partner and affiliates  during the three months
ended March 31, 2001 and 2000:

                                                              2001       2000
                                                              (in thousands)
  Property management fees (included in operating
    expenses)                                                 $ 88       $ 84
  Reimbursement for services of affiliates (included
    in general and administrative expense and investment
    properties)                                                 59         46
  Due to affiliate                                             102        272
  Deposition fee (included in general partner
    distribution)                                               --         86

During  the three  months  ended  March 31,  2001 and  2000,  affiliates  of the
Managing  General Partner were entitled to receive 5% of gross receipts from all
of the Registrant's  residential  properties for providing  property  management
services.  The  Registrant  paid to such  affiliates  approximately  $88,000 and
$84,000 for the three months ended March 31, 2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $59,000 and
$46,000 for the three months ended March 31, 2001 and 2000, respectively.

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. The amount
of the fee for the year ended  December  31, 2000 was  $100,000.  This amount is
included in "Due to  affiliates" on the  consolidated  balance sheet and will be
paid during the second quarter of 2001.

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 return this amount to
the Partnership.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 57,254 limited partnership
units in the Partnership  representing 57.38% of the outstanding units. 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
limited  partnership  interests in the  Partnership  for cash or in exchange for
units in the operating  partnership of AIMCO either through private purchases or
tender offers. Under the Partnership  Agreement,  unitholders holding a majority
of the Units are  entitled to take action with  respect to a variety of matters,
which would  include  without  limitation,  voting on certain  amendments to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  57.38% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
their affiliation with the Managing General Partner.

Note C - Sale of Discontinued Operation

In March 2000, Atlanta Crossing Shopping Center, located in Montgomery, Alabama,
was sold to an  unaffiliated  party for  $2,875,000.  After  payment  of closing
expenses,  the net sales proceeds received by the Partnership were approximately
$2,746,000.  For financial  statement  purposes,  the sale resulted in a gain of
approximately  $2,060,000,  which was  recognized  during the three months ended
March 31, 2000.

Atlanta Crossing  Shopping Center was the only commercial  property owned by the
Partnership and represented one segment of the Partnership's operations.  Due to
the sale of this property, the results of the commercial segment have been shown
as  income  from  discontinued   operation  on  the  consolidated  statement  of
operations.  Revenues of this property were approximately $136,000 for the three
months ended March 31, 2000.  Income from operations was  approximately  $61,000
for the three months ended March 31, 2000.

Note D - Distributions

During the three months ended March 31, 2001, the Partnership  declared and paid
distributions of approximately $535,000  (approximately  $530,000 to the limited
partners or $5.31 per limited  partnership unit) from operations.  Subsequent to
March  31,  2001,  the   Partnership   declared  and  paid  a  distribution   of
approximately $173,000  (approximately $171,000 to the limited partners or $1.71
per limited  partnership  unit) from  operations.  During the three months ended
March 31, 2000, the Partnership paid a distribution of approximately  $1,500,000
of which  approximately  $1,074,000  (approximately  $1,063,000  to the  limited
partners  or  $10.65  per  limited  partnership  unit)  is from  operations  and
approximately $426,000  (approximately $422,000 to the limited partners or $4.23
per  limited  partnership  unit) is from  proceeds  from  the sale of  Princeton
Meadows  Golf Course Joint  Venture.  The  distribution  was accrued in December
1999.

Note E - Segment Reporting

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

The  Partnership  had  two  reportable  segments:   residential  properties  and
commercial properties.  The Partnership's  residential property segment consists
of  three  apartment  complexes,  one each in New  Jersey,  Indiana,  and  North
Carolina.  The  Partnership  rents apartment units to tenants for terms that are
typically twelve months or less. The commercial  property segment consisted of a
retail  shopping  center located in Montgomery,  Alabama.  This property  leased
space to a  discount  store,  various  specialty  retail  outlets,  and  several
restaurants at terms ranging from twelve months to twenty years.  The commercial
property was sold on March 15, 2000 (see "Note C").  Therefore,  the  commercial
segment is reflected as discontinued operations.

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation. The accounting policies of the reportable segments are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 2000.

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

The  Partnership's  reportable  segments are  investment  properties  that offer
different  products  and  services.  The  reportable  segments  are each managed
separately  because they  provide  distinct  services  with  different  types of
products and customers.

Segment  information for the three months ended March 31, 2001 and 2000 is shown
in the tables below (in  thousands).  The "Other"  column  includes  Partnership
administration  related  items and  income  and  expense  not  allocated  to the
reportable segments.
<TABLE>
<CAPTION>

2001                                  Residential          Other           Totals

<S>                                     <C>                <C>             <C>
Rental income                           $ 1,677            $   --          $ 1,677
Other income                                 88                 1               89
Interest expense                            349                --              349
Depreciation                                448                --              448
General and administrative
  expense                                    --                96               96
Segment profit (loss)                       248               (95)             153
Total assets                             10,419               134           10,553
Capital expenditures for
  investment properties                     219                --              219
</TABLE>

<TABLE>
<CAPTION>

2000                             Residential    Commercial       Other       Totals
                                              (discontinued)
<S>                                <C>             <C>             <C>       <C>
Rental income                      $ 1,605         $   --          $ --      $ 1,605
Other income                            76             --            10           86
Interest expense                       351             --            --          351
Depreciation                           423             --            --          423
General and administrative
  expense                               --             --           112          112
Income from discontinued
  operation                             --             61            --           61
Gain on sale of discontinued
  operation                             --          2,060            --        2,060
Segment profit (loss)                  241          2,121          (102)       2,260
Total assets                        12,975             --         3,488       16,463
Capital expenditures for
  investment properties                211              6            --          217
</TABLE>

Note F - Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  The demurrer is scheduled to be heard
on May 14,  2001.  The Court has also  scheduled a hearing on a motion for class
certification  for August 27, 2001.  Plaintiffs must file their motion for class
certification no later than June 15, 2001. The Managing General Partner does not
anticipate  that  costs  associated  with  this  case  will be  material  to the
Partnership's overall operations.

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

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

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

The Partnership's  investment  properties consist of three apartment  complexes.
The following table sets forth the average  occupancy of the properties for both
of the three months ended March 31, 2001 and 2000:


                                         Average Occupancy
Property                                 2001        2000

Deer Creek Apartments                     97%         97%
   Plainsboro, New Jersey
Georgetown Apartments                     96%         96%
   South Bend, Indiana
Landmark Apartments                       92%         90%
   Raleigh, North Carolina

Results of Operations

The  Partnership's  net income for the three months  ended March 31,  2001,  was
approximately $153,000 compared to approximately $2,260,000 for the three months
ended March 31,  2000.  The  decrease in net income for the three  months  ended
March 31, 2001 is attributable to the sale of Atlanta  Crossing  Shopping Center
in March 2000 (see discussion below).

Excluding  the  operations  of and  the  gain on the  sale  of the  discontinued
operation,   the  Partnership  had  income  before  discontinued   operation  of
approximately  $153,000 for the three  months ended March 31, 2001,  compared to
approximately  $139,000 for the three months ended March 31, 2000.  The increase
in income is due to an increase in total revenues which was partially  offset by
an increase in total expenses.

The increase in total  revenues is due primarily to an increase in rental income
and, to a lesser  extent,  other  income.  The increase in rental  income is the
result of increased average rental rates at all of the Partnership's  properties
and an  increase in  occupancy  at Landmark  Apartments.  The  increase in other
income is due to an increase in clubhouse  rentals at Deer Creek  Apartments and
tenant reimbursements at Georgetown Apartments and Landmark Apartments.

Total expenses increased for the three months ended March 31, 2001 primarily due
to increases in  operating,  property tax and  depreciation  expenses  partially
offset by a decrease in general and administrative expenses.  Operating expenses
increased  due to an  increase in salary  expenses  at all of the  Partnership's
properties. Property tax expense increased due to an increase in the tax rate at
Deer  Creek   Apartments.   Depreciation   expense   increased  due  to  capital
improvements completed during the past twelve months. General and administrative
expenses decreased due to a decrease in a management fee accrued to the Managing
General Partner based on cash flow as allowed in the Partnership Agreement and a
decrease in legal expenses.  These decreases were partially  offset by increases
in the cost of services  included in the management  reimbursements  paid to the
Managing  General  Partner  as  allowed  under  the  Partnership  Agreement  and
increased professional fees. Included in general and administrative  expenses at
both March 31, 2001 and 2000 are  reimbursements to the Managing General Partner
allowed under the  Partnership  Agreement  associated with its management of the
Partnership.  Costs associated with the quarterly and annual communications with
investors  and  regulatory  agencies  and  the  annual  audit  required  by  the
Partnership Agreement are also included.

In March 2000, Atlanta Crossing Shopping Center, located in Montgomery, Alabama,
was sold to an  unaffiliated  party for  $2,875,000.  After  payment  of closing
expenses,  the net sales proceeds received by the Partnership were approximately
$2,746,000.  For financial  statement  purposes,  the sale resulted in a gain of
approximately  $2,060,000,  which was  recognized  during the three months ended
March 31, 2000.

Atlanta Crossing  Shopping Center was the only commercial  property owned by the
Partnership and represented one segment of the Partnership's operations.  Due to
the sale of this property, the results of the commercial segment have been shown
as  income  from  discontinued   operation  on  the  consolidated  statement  of
operations.  Revenues of this property were approximately $136,000 for the three
months ended March 31, 2000.  Income from operations was  approximately  $61,000
for the three months ended March 31, 2000.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  monitors  the  rental  market  environment  of each  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expense.  As part of this plan, the Managing General Partner attempts to protect
the Partnership  from the burden of  inflation-related  increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due to
changing market  conditions,  which can result in the use of rental  concessions
and  rental  reductions  to  offset  softening  market  conditions,  there is no
guarantee that the Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At  March  31,  2001,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $517,000 compared to approximately  $6,035,000 at March 31, 2000.
The  decrease  in cash and cash  equivalents  of  approximately  $458,000  since
December  31, 2000 is due to  approximately  $360,000 of cash used in  investing
activities  and  approximately  $598,000  of cash used in  financing  activities
partially  offset  by  approximately  $500,000  of cash  provided  by  operating
activities. Cash used in investing activities consisted of property improvements
and  replacements  slightly  offset  by net  withdrawals  from  escrow  accounts
maintained by the mortgage lenders.  Cash used in financing activities consisted
primarily of distributions to the partners and, to a lesser extent,  payments of
principal made on the mortgages  encumbering the Partnership's  properties.  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 various  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.   Capital
improvements planned for each of the Registrant's properties are detailed below.

Deer Creek

During  the  three  months  ended  March  31,  2001,   the   Partnership   spent
approximately  $144,000 on capital  improvements  consisting primarily of carpet
replacements, exterior painting, cabinets, appliances and maintenance equipment.
These  improvements  were funded from  Partnership  reserves and operating  cash
flow.  The  Partnership  has  evaluated  the  capital  improvement  needs of the
property  for the year 2001.  The amount  budgeted  is  approximately  $917,000,
consisting primarily of cabinets,  appliances and water submetering.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Georgetown

During  the  three  months  ended  March  31,  2001,   the   Partnership   spent
approximately $57,000 on capital improvements consisting primarily of appliances
and  carpet  replacements.  These  improvements  were  funded  from  Partnership
reserves and  operating  cash flow.  The  Partnership  has evaluated the capital
improvement  needs of the  property  for the year 2001.  The amount  budgeted is
approximately  $64,000,  consisting  primarily of  appliances,  carpet and vinyl
replacements  and  structural  improvements.   Additional  improvements  may  be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Landmark

During  the  three  months  ended  March  31,  2001,   the   Partnership   spent
approximately  $18,000 on capital  improvements  consisting primarily of parking
area improvements,  water heater replacements and carpet and vinyl replacements.
These  improvements  were funded from operating cash flow. The  Partnership  has
evaluated the capital  improvement  needs of the property for the year 2001. The
amount  budgeted  is  approximately   $80,000,   consisting   primarily  of  air
conditioning unit  replacements,  window  treatments,  appliances,  cabinets and
carpet and vinyl replacement. Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

The 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 Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness of approximately  $17,491,000,  net of discount,  is amortized over
periods  ranging  from 29 to 30 years with  balloon  payments  due in 2003.  The
Managing General Partner will attempt to refinance such indebtedness and/or sell
the  properties  prior  to such  maturity  date.  If the  properties  cannot  be
refinanced or sold for a sufficient amount, the Partnership may risk losing such
properties through foreclosure.

During the three months ended March 31, 2001, the Partnership  declared and paid
distributions of approximately $535,000  (approximately  $530,000 to the limited
partners or $5.31 per limited  partnership unit) from operations.  Subsequent to
March  31,  2001,  the   Partnership   declared  and  paid  a  distribution   of
approximately $173,000  (approximately $171,000 to the limited partners or $1.71
per limited  partnership  unit) from  operations.  During the three months ended
March 31, 2000, the Partnership paid a distribution of approximately  $1,500,000
of which  approximately  $1,074,000  (approximately  $1,063,000  to the  limited
partners  or  $10.65  per  limited  partnership  unit)  is from  operations  and
approximately $426,000  (approximately $422,000 to the limited partners or $4.23
per  limited  partnership  unit) is from  proceeds  from  the sale of  Princeton
Meadows  Golf Course Joint  Venture.  The  distribution  was accrued in December
1999. Future cash distributions will depend on the levels of cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings  and/or property sales. The  Partnership's  distribution  policy is
reviewed on a quarterly  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 2001 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 57,254 limited partnership
units in the Partnership  representing 57.38% of the outstanding units. 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
limited  partnership  interests in the  Partnership  for cash or in exchange for
units in the operating  partnership of AIMCO either through private purchases or
tender offers. Under the Partnership  Agreement,  unitholders holding a majority
of the Units are  entitled to take action with  respect to a variety of matters,
which would  include  without  limitation,  voting on certain  amendments to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  57.38% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
their affiliation with the Managing General Partner.


                           PART II - OTHER INFORMATION



ITEM 1.     LEGAL PROCEDINGS

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  The demurrer is scheduled to be heard
on May 14,  2001.  The Court has also  scheduled a hearing on a motion for class
certification  for August 27, 2001.  Plaintiffs must file their motion for class
certification no later than June 15, 2001. The Managing General Partner does not
anticipate  that  costs  associated  with  this  case  will be  material  to the
Partnership's overall operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K


            a)    Exhibits:

                  None.

            b)    Reports on Form 8-K filed in the first quarter of 2001:

                  None.


<PAGE>




                                   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/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President


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


                                    Date: