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, 2005


[ ]   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 ___

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes __ No X_


<PAGE>





                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS




                      ANGELES INCOME PROPERTIES, LTD. II

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

                               September 30, 2005

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   547
   Receivables and deposits                                                      441
   Restricted escrows                                                            517
   Other assets                                                                  631
   Investment properties:
      Land                                                    $  1,691
      Buildings and related personal property                   27,613
                                                                29,304
      Less accumulated depreciation                            (23,469)        5,835
                                                                            $ 7,971

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 41
   Tenant security deposit liabilities                                           166
   Accrued property taxes                                                        113
   Other liabilities                                                             263
   Mortgage notes payable (Note D)                                            23,117

Partners' Deficit
   General partners                                            $ (596)
   Limited partners (99,804 units issued and
      outstanding)                                             (15,133)      (15,729)
                                                                            $ 7,971


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                      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,
                                                 2005        2004        2005        2004

Revenues:
<S>                                             <C>         <C>         <C>         <C>
  Rental income                                 $ 1,237     $ 1,122     $ 3,578     $ 3,385
  Other income                                      126         122         317         291
        Total revenues                            1,363       1,244       3,895       3,676

Expenses:
  Operating                                         520         543       1,625       1,465
  General and administrative                         63          48         188         171
  Depreciation                                      219         187         647         558
  Interest                                          376         370       1,108       1,104
  Property taxes                                    132         163         394         440
        Total expenses                            1,310       1,311       3,962       3,738

Income (loss) from continuing operations             53         (67)        (67)        (62)
Loss from discontinued operations                    --          --          --        (116)
Gain from sale of discontinued operations            --          --          --       9,652
 Net income (loss)                               $ 53        $ (67)      $ (67)     $ 9,474

Net income (loss) allocated to general
  partners (1%)                                   $ 1        $ (1)       $ (1)       $ 95
Net income (loss) allocated to limited
  partners (99%)                                     52         (66)        (66)      9,379
                                                 $ 53        $ (67)      $ (67)     $ 9,474

Per limited partnership unit:
Income (loss) from continuing operations        $ 0.52      $ (0.66)    $ (0.66)    $ (0.62)
Loss from discontinued operations                    --          --          --       (1.15)
Gain from sale of discontinued operations            --          --          --       95.74

Net income (loss)                               $ 0.52      $ (0.66)    $ (0.66)    $ 93.97

Distributions per limited partnership unit      $ 29.96      $ --       $ 29.96     $ 41.73

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>






                      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, 2004                    99,804        $ (565)    $(12,077)    $(12,642)

Distributions to partners                   --           (30)      (2,990)      (3,020)

Net loss for the nine months
   ended September 30, 2005                 --            (1)         (66)         (67)

Partners' deficit at
   September 30, 2005                   99,804        $ (596)    $(15,133)    $(15,729)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>



                      ANGELES INCOME PROPERTIES, LTD. II

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

                                                                    Nine Months Ended
                                                                      September 30,
                                                                    2005         2004
Cash flows from operating activities:
<S>                                                                 <C>         <C>
  Net (loss) income                                                 $ (67)      $ 9,474
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
      Gain from sale of discontinued operations                         --       (9,652)
      Depreciation                                                     647          582
      Amortization of loan costs                                       107           61
      Loss on early extinguishment of debt                              --          159
      Change in accounts:
        Receivables and deposits                                      (131)          50
        Other assets                                                   (15)        (155)
        Accounts payable                                               (14)          70
        Tenant security deposit liabilities                             (5)         (64)
        Accrued property taxes                                         113          (64)
        Due to affiliates                                               (4)        (222)
        Other liabilities                                                9         (205)
          Net cash provided by operating activities                    640           34

Cash flows from investing activities:
  Proceeds from sale of investment property                             --       10,769
  Property improvements and replacements                            (1,081)        (448)
  Net (deposits to) withdrawals from restricted escrows                 (9)           6
          Net cash (used in) provided by investing activities       (1,090)      10,327

Cash flows from financing activities:
  Payments on mortgage notes payable                                  (268)        (393)
  Distributions to partners                                         (3,020)      (4,207)
  Proceeds from mortgage note payable                                3,800           --
  Repayment of mortgage note payable                                    --       (6,062)
  Advances from affiliate                                               68           42
  Loan costs paid                                                      (98)         (19)
  Payments on advances from affiliate                                 (330)          --
          Net cash provided by (used in) financing activities          152      (10,639)

Net decrease in cash and cash equivalents                             (298)        (278)
Cash and cash equivalents at beginning of period                       845          793

Cash and cash equivalents at end of period                          $ 547        $ 515

Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 1,011      $ 1,074

Supplemental disclosure of non-cash activity:
  Property improvements and replacements included in
    accounts payable                                                $ 26         $ 261

At  December  31,  2004,  approximately  $48,000 of  property  improvements  and
replacements  were  included  in accounts  payable and are  included in property
improvements and replacements for the nine months ended September 30, 2005.

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                       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, 2005 are not  necessarily  indicative of
the results that may be expected  for the fiscal year ending  December 31, 2005.
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, 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  receive 5% of gross  receipts from
both of the  Partnership's  properties as  compensation  for providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$192,000 and $198,000  for the nine months  ended  September  30, 2005 and 2004,
respectively,   which  are  included  in   operating   expenses  and  loss  from
discontinued operations.

Affiliates  of  the  Managing   General  Partner  charged  the  Partnership  for
reimbursement of accountable  administrative expenses amounting to approximately
$180,000 and $136,000  for the nine months  ended  September  30, 2005 and 2004,
respectively,  which are  included in general and  administrative  expenses  and
investment  properties.   The  portion  of  these  reimbursements   included  in
investment  properties for the nine months ended September 30, 2005 and 2004 are
fees related to construction management services provided by an affiliate of the
Managing General Partner of approximately $93,000 and $13,000, respectively. The
construction  management  service fees are  calculated  based on a percentage of
additions to investment properties.

The  Partnership  Agreement  provides  for a fee  equal to 10% of "Net cash from
operations," as defined in the Partnership  Agreement to be paid to the Managing
General Partner for executive and administrative management services. There were
no such fees earned by the  Managing  General  Partner for the nine months ended
September 30, 2005 and 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.  It is not presently  expected that the limited
partners   will  receive  these   returns  when  the   Partnership   terminates.
Accordingly,  no such  distribution  was paid to the  Managing  General  Partner
related to the March 2004 sale of Georgetown Apartments.

In  accordance  with the  Partnership  Agreement,  during  the third and  fourth
quarters of 2004,  an  affiliate of the Managing  General  Partner  advanced the
Partnership  approximately  $262,000  to fund  capital  improvements  and  costs
related to the  refinancing  of the mortgage  encumbering  Landmark  Apartments.
During the nine months ended  September  30, 2005,  an affiliate of the Managing
General Partner advanced the Partnership  approximately  $68,000 to fund capital
improvements at Landmark  Apartments.  These advances bore interest at the prime
rate plus 2%. Interest  expense was  approximately  $17,000 and less than $1,000
for the nine months ended September 30, 2005 and 2004, respectively.  During the
nine months ended  September 30, 2005,  the  Partnership  repaid the advances of
approximately  $330,000 and associated accrued interest of approximately $21,000
from proceeds from the second  mortgage  obtained on Deer Creek  Apartments  (as
discussed in Note D). At September 30, 2005, there were no outstanding  advances
or associated  accrued  interest  payable to affiliates of the Managing  General
Partner.

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,  general
liability 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,  2005 and 2004,  the  Partnership  was  charged  by AIMCO and its
affiliates  approximately  $65,000  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,  including  revenues of
approximately $234,000, are included in loss from discontinued operations.

Note D - Second Mortgage Note Payable

On September 1, 2005,  the  Partnership  obtained a second  mortgage loan in the
amount of $3,800,000 on Deer Creek Apartments. The second mortgage consists of a
stated fixed interest rate of 5.32% and requires  monthly  payments of principal
and  interest of  approximately  $21,000  beginning on October 1, 2005 until the
loan  matures  September  1,  2015,  with a  balloon  payment  of  approximately
$3,128,000  due at maturity.  The  Partnership  has the option of extending  the
maturity date for one additional  year, to September 1, 2016. In connection with
obtaining  the  second  mortgage,  loans  costs of  approximately  $91,000  were
capitalized and are included in other assets.

In  connection  with  the new  financing,  the  Partnership  agreed  to  certain
modifications of the existing  mortgage loan encumbering Deer Creek  Apartments.
The  modification of terms consisted of a fixed interest rate of 7.68%,  monthly
payments  of  approximately  $88,000,  commencing  October 1, 2005  through  its
maturity  of  September  1,  2015,  with  a  balloon  payment  of  approximately
$10,755,000  due at maturity.  The  Partnership  has the option of extending the
maturity date for one additional  year, to September 1, 2016. The previous terms
consisted  of monthly  payments of  approximately  $110,000  with a stated fixed
interest  rate of 7.43%  through its maturity of July 1, 2021, at which time the
loan was scheduled to be fully amortized.

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 28, 2002, the trial court granted  defendants
motion to strike the complaint. Plaintiffs took an appeal from this order.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes  action and the Heller  action.  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 May 4, 2004, the Objector filed a
second appeal  challenging  the court's use of a referee and its order requiring
Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  With respect to the related Heller appeal,  on
July 28, 2005,  the Court of Appeals  reversed the trial court's order  striking
the first amended complaint.

On August 18, 2005,  Objector and his counsel filed a motion to  disqualify  the
trial court based on a peremptory challenge and filed a motion to disqualify for
cause on October 17, 2005. On or about October 13, 2005 Objector  filed a motion
to  intervene  and on or about  October  19,  2005  filed  both a motion to take
discovery  relating to the adequacy of plaintiffs as derivative  representatives
and a motion to dissolve the anti-suit injunction in connection with settlement.
On October 27, 2005, the Court denied Objector's peremptory challenge and struck
Objector's motion to disqualify for cause. No hearing has been set on Objector's
remaining motions. On November 3, 2005, Objector and his counsel filed a writ of
mandate to the Court of Appeals challenging the court's October 27, 2005 order.

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.

AIMCO  Properties  L.P.  and NHP  Management  Company,  both  affiliates  of the
Managing  General  Partner,  are  defendants  in a  lawsuit  alleging  that they
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.
The  complaint,  filed in the United States  District  Court for the District of
Columbia,  attempts  to bring 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.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. In June 2005 the Court conditionally  certified the collective action
on both the on-call and overtime issues,  which allows the plaintiffs to provide
notice of the  collective  action to all  non-exempt  maintenance  workers  from
August 7, 2000 through the present. Those employees will have the opportunity to
opt-in to the collective action,  and AIMCO Properties,  L.P. and NHP Management
Company will have the  opportunity to move to decertify the  collective  action.
Because the court denied  plaintiffs'  motion to certify  state  subclasses,  on
September  26,  2005,  the  plaintiffs  filed  a  class  action  with  the  same
allegations in the Superior Court of California (Contra Costa County).  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
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.

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.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions  brought by government  agencies,  and  potential  fines or
penalties  imposed by such  agencies in  connection  therewith,  the presence of
hazardous  substances on a property could result in claims by private plaintiffs
for personal injury, disease, disability or other infirmities. Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In connection  with the ownership,  operation and management of its  properties,
the Partnership  could  potentially be liable for  environmental  liabilities or
costs associated with its properties.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold exposure. Affiliates of the Managing General Partner have
implemented a national  policy and  procedures to prevent or eliminate mold from
its properties  and the Managing  General  Partner  believes that these measures
will  minimize  the  effects  that mold could have on  residents.  To date,  the
Partnership  has not  incurred  any material  costs or  liabilities  relating to
claims of mold exposure or to abate mold  conditions.  Because the law regarding
mold is unsettled and subject to change the Managing General Partner can make no
assurance  that  liabilities  resulting from the presence of or exposure to mold
will  not have a  material  adverse  effect  on the  Partnership's  consolidated
financial condition or results of operations.

SEC Investigation

The  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission (the "SEC")  continues its 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  have included  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, tax credit transactions,  and
tender offers for limited  partnership  interests.  AIMCO is cooperating  fully.
AIMCO is not able to predict when the investigation 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.

<PAGE>

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, 2005 and 2004:

                                         Average Occupancy
Property                                 2005        2004

Deer Creek Apartments                     95%         93%
   Plainsboro, New Jersey
Landmark Apartments                       83%         81%
   Raleigh, North Carolina

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 net income of approximately  $53,000 and net loss of
approximately  $67,000 for the three and nine months ended  September  30, 2005,
respectively, as compared to net loss of approximately $67,000 and net income of
approximately $9,474,000 for the three and nine months ended September 30, 2004,
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  on  the  consolidated  statements  of  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,  including  revenues of  approximately
$234,000, are included in loss from discontinued operations.

The Partnership's  income from continuing  operations for the three months ended
September 30, 2005 was approximately  $53,000,  compared to loss from continuing
operations  of  approximately  $67,000 for the three months ended  September 30,
2004.  The  Partnership's  loss from  continuing  operations for the nine months
ended  September  30,  2005 and  2004 was  approximately  $67,000  and  $62,000,
respectively.  The increase in income from  continuing  operations for the three
months ended  September  30, 2005 is due to an increase in total  revenues.  The
increase in loss from continuing  operations for the nine months ended September
30,  2005 is due to an  increase  in  total  expenses,  partially  offset  by an
increase in total revenues.  The increase in total revenues for the three months
ended September 30, 2005 is due to an increase in rental income. The increase in
total revenues for the nine months ended  September 30, 2005 is due to increases
in both rental and other income.  Other income remained  relatively constant for
the three months ended September 30, 2005. The increase in rental income for the
three months ended September 30, 2005 is primarily due to increases in occupancy
at Landmark  Apartments and the average rental rate and reduced bad debt expense
at both of the  Partnership's  investment  properties.  The  increase  in rental
income  for the  nine  months  ended  September  30,  2005 is  primarily  due to
increases in occupancy and the average  rental rate and reduced bad debt expense
at both  properties.  The  increase in other  income for the nine  months  ended
September  30, 2005 is  primarily  due to increases in late charges and resident
utility  payments  at Deer Creek  Apartments,  and  cleaning  and damage fees at
Landmark  Apartments,  partially offset by a decrease in lease cancellation fees
at both of the Partnership's investment properties.

Total expenses remained relatively constant for the three months ended September
30, 2005, as increases in depreciation and general and  administrative  expenses
were offset by  decreases  in both  operating  and  property  tax  expense.  The
increase in total  expenses for the nine months ended  September 30, 2005 is due
to  increases  in  operating,   depreciation,  and  general  and  administrative
expenses,  partially  offset by a decrease in  property  tax  expense.  Interest
expense  remained  relatively  constant for both the three and nine months ended
September  30, 2005.  The  decrease in  operating  expenses for the three months
ended  September 30, 2005 is primarily due to decrease in utilities and contract
maintenance expense at Landmark  Apartments,  partially offset by an increase in
payroll related expenses at Landmark  Apartments and fees associated with tenant
application processing at both properties.

The increase in operating  expenses for the nine months ended September 30, 2005
is primarily due to increases in contract  maintenance,  utilities,  and payroll
related expenses at Landmark  Apartments and tenant application  processing fees
at both properties. The increase in depreciation expense for both periods 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 property tax expense for both periods is due to the Partnership's  successful
appeal of the assessed value of Deer Creek  Apartments.  The increase in general
and  administrative  expenses for both the three and nine months ended September
30, 2005 is  primarily  due to an  increase  in  partnership  tax  expense.  The
increase  in general  and  administrative  expenses  for the nine  months  ended
September   30,  2005  was   partially   offset  by  a  decrease  in  management
reimbursements  to the Managing General Partner as allowed under the Partnership
Agreement  as a  result  of the sale of  Georgetown  Apartments  in  2004.  Also
included in general and  administrative  expenses  for the three and nine months
ended  September 30, 2005 and 2004 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,  2005,  the  Partnership  had cash and  cash  equivalents  of
approximately  $547,000,  compared to  approximately  $515,000 at September  30,
2004. The decrease in cash and cash equivalents of approximately  $298,000, from
December 31, 2004, is due to approximately  $1,090,000 of cash used in investing
activities,  partially  offset by  approximately  $640,000  of cash  provided by
operating  activities and  approximately  $152,000 of cash provided by financing
activities. Cash used in investing activities consisted of property improvements
and  replacements and net deposits to restricted  escrow accounts  maintained by
the mortgage lender. Cash provided by financing activities consisted of proceeds
from the second mortgage  obtained on Deer Creek  Apartments and an advance from
an affiliate of the Managing General Partner,  partially offset by distributions
to partners,  payments on advances  from an  affiliate  of the Managing  General
Partner,  payments of principal  made on the  mortgages  encumbering  Deer Creek
Apartments  and loan costs paid.  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.

Deer Creek Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $428,000  of  capital  improvements  at  Deer  Creek  Apartments,
consisting  primarily of  structural  improvements,  security  equipment,  water
heaters, furniture upgrades and appliance and floor covering replacements. These
improvements  were funded from operating cash flow.  The  Partnership  regularly
evaluates the capital  improvement needs of the property.  While the Partnership
has no material commitments for property improvements and replacements,  certain
routine  capital   expenditures  are  anticipated   during  2005.  Such  capital
expenditures  will depend on the  physical  condition of the property as well as
anticipated cash flow generated by the property.

Landmark Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately   $631,000  of  capital   improvements  at  Landmark   Apartments,
consisting primarily of a repair project to address water filtration issues with
15 units.  This project was completed in May 2005 and all units are back online.
Other  improvements  consisted  primarily of structural  improvements,  exterior
painting, major landscaping,  fitness equipment,  interior and exterior building
improvements,   furniture  upgrades,  electrical  upgrades,  plumbing  upgrades,
cabinet upgrades, and floor covering replacement. These improvements were funded
from  operating  cash flow and an  advance  from an  affiliate  of the  Managing
General Partner.  The Partnership  regularly  evaluates the capital  improvement
needs of the property.  While the  Partnership  has no material  commitments for
property improvements and replacements, certain routine capital expenditures are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

The  capital  expenditures  will be  incurred  only if  cash is  available  from
operations or from Partnership reserves. To the extent that 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.  On September 1, 2005,
the  Partnership  obtained a second mortgage loan in the amount of $3,800,000 on
Deer Creek  Apartments.  The second mortgage consists of a stated fixed interest
rate of 5.32% and  requires  monthly  payments  of  principal  and  interest  of
approximately  $21,000  beginning  on  October  1, 2005  until the loan  matures
September 1, 2015,  with a balloon  payment of  approximately  $3,128,000 due at
maturity.  The Partnership has the option of extending the maturity date for one
additional  year, to September 1, 2016. In connection  with obtaining the second
mortgage, loans costs of approximately $91,000 were capitalized and are included
in other assets on the consolidated balance sheet.

In  connection  with  the new  financing,  the  Partnership  agreed  to  certain
modifications of the existing  mortgage loan encumbering Deer Creek  Apartments.
The  modification of terms consisted of a fixed interest rate of 7.68%,  monthly
payments  of  approximately  $88,000,  commencing  October 1, 2005  through  its
maturity  of  September  1,  2015,  with  a  balloon  payment  of  approximately
$10,755,000  due at maturity.  The  Partnership  has the option of extending the
maturity date for one additional  year, to September 1, 2016. The previous terms
consisted  of monthly  payments of  approximately  $110,000  with a stated fixed
interest  rate of 7.43%  through its maturity of July 1, 2021, at which time the
loan was scheduled to be fully amortized.

On November 1, 2004, the Partnership obtained a mortgage in the principal amount
of $7,000,000 on Landmark Apartments.  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.  Loan costs  associated  with the
existing mortgage were fully amortized.  Total capitalized loan costs associated
with the new mortgage were approximately $208,000 during the year ended December
31,  2004.  These costs  included  approximately  $70,000  paid to the  Managing
General Partner.  Approximately $7,000 of additional loan costs were capitalized
during the nine months  ended  September  30, 2005.  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  (6.2084% at September 30, 2005 with a minimum
rate of 4.3662%).  In conjunction  with the new 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  increases.  Under this
interest rate cap agreement, the Partnership's interest rate on the amounts owed
to the lender will be no higher than 7.85%. The Partnership has adopted SFAS No.
133, "Accounting for Derivative  Instruments and Hedging Activities",  which was
amended by SFAS No. 138  "Accounting  for  Certain  Derivative  Instruments  and
Certain  Hedging  Activities - an Amendment of SFAS No. 133". The  Partnership's
interest  rate cap does not qualify for special  hedge  accounting  treatment as
defined by SFAS 133, and therefore all changes in the fair value of the interest
rate cap will be recognized in the  consolidated  statements of operations as an
adjustment to 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 Managing  General  Partner,  to guarantee the  obligations  and
liabilities of the Partnership with respect to the new mortgage.

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2005 and 2004 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                          Nine Months                      Nine Months
                             Ended        Per Limited         Ended        Per Limited
                         September 30,    Partnership     September 30,    Partnership
                              2005            Unit            2004            Unit

<S>  <C>                      <C>             <C>            <C>             <C>
Sale (1)                      $ --            $ --           $3,927          $38.96
Finance (2)                   3,020           29.96              --              --
Operations                       --              --             280            2.77
Total                        $3,020          $29.96          $4,207          $41.73
</TABLE>

(1) From proceeds from the sale of Georgetown Apartments. (2) From proceeds from
the second mortgage obtained on Deer Creek Apartments.

Future cash  distributions  will depend on the levels of net cash generated from
operations  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 planned capital  expenditures to
permit additional distributions to its partners in 2005 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 69,235 limited  partnership  units
(the "Units") in the Partnership representing 69.37% of the outstanding Units at
September  30,  2005. 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.  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 69.37% 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.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  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.

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.


<PAGE>


                           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 28, 2002, the trial court granted  defendants
motion to strike the complaint. Plaintiffs took an appeal from this order.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes  action and the Heller  action.  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 May 4, 2004, the Objector filed a
second appeal  challenging  the court's use of a referee and its order requiring
Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  With respect to the related Heller appeal,  on
July 28, 2005,  the Court of Appeals  reversed the trial court's order  striking
the first amended complaint.

On August 18, 2005,  Objector and his counsel filed a motion to  disqualify  the
trial court based on a peremptory challenge and filed a motion to disqualify for
cause on October 17, 2005. On or about October 13, 2005 Objector  filed a motion
to  intervene  and on or about  October  19,  2005  filed  both a motion to take
discovery  relating to the adequacy of plaintiffs as derivative  representatives
and a motion to dissolve the anti-suit injunction in connection with settlement.
On October 27, 2005, the Court denied Objector's peremptory challenge and struck
Objector's motion to disqualify for cause. No hearing has been set on Objector's
remaining motions. On November 3, 2005, Objector and his counsel filed a writ of
mandate to the Court of Appeals challenging the court's October 27, 2005 order.

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.

AIMCO  Properties  L.P.  and NHP  Management  Company,  both  affiliates  of the
Managing  General  Partner,  are  defendants  in a  lawsuit  alleging  that they
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.
The  complaint,  filed in the United States  District  Court for the District of
Columbia,  attempts  to bring 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.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. In June 2005 the Court conditionally  certified the collective action
on both the on-call and overtime issues,  which allows the plaintiffs to provide
notice of the  collective  action to all  non-exempt  maintenance  workers  from
August 7, 2000 through the present. Those employees will have the opportunity to
opt-in to the collective action,  and AIMCO Properties,  L.P. and NHP Management
Company will have the  opportunity to move to decertify the  collective  action.
Because the court denied  plaintiffs'  motion to certify  state  subclasses,  on
September  26,  2005,  the  plaintiffs  filed  a  class  action  with  the  same
allegations in the Superior Court of California (Contra Costa County).  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
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.

ITEM 5.     OTHER INFORMATION

            None.

ITEM 6.     EXHIBITS

            See Exhibit Index.

<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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President

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


                                    Date: November 14, 2005

<PAGE>

                       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

      10.21       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.

      10.28       Loan Agreement  dated November 1, 2004 between  Angeles Income
                  Properties, Ltd. II, a California limited partnership and GMAC
                  Commercial  Mortgage  Bank,  incorporated  by reference to the
                  Current Report on Form 8-K dated November 1, 2004.

      10.29       Promissory  Note dated November 1, 2004 between Angeles Income
                  Properties, Ltd. II, a California limited partnership and GMAC
                  Commercial  Mortgage  Bank,  incorporated  by reference to the
                  Current Report on Form 8-K dated November 1, 2004.

      10.30       Guaranty dated November 1, 2004 by AIMCO Properties, L.P., for
                  the benefit of GMAC Commercial Mortgage Bank,  incorporated by
                  reference to the Current  Report on Form 8-K dated November 1,
                  2004.

      10.31       Loan Agreement  dated September 1, 2005 between Angeles Income
                  Properties, Ltd. II, a California limited partnership and GMAC
                  Commercial  Mortgage  Bank,  incorporated  by reference to the
                  Current Report on Form 8-K dated September 1, 2005.

      10.32       Amended and Restated Loan  Agreement  dated  September 1, 2005
                  between  Angeles  Income  Properties,  Ltd.  II, a  California
                  limited   partnership   and   Federal   Home   Loan   Mortgage
                  Corporation,  incorporated  by reference to the Current Report
                  on Form 8-K dated September 1, 2005.

      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  of  equivalent of Chief  Executive  Officer and
                  Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
                  Adopted Pursuant to Section 906 of the  Sarbanes-Oxley  Act of
                  2002.



<PAGE>


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 14, 2005

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


<PAGE>


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 14, 2005
                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice    President   of   Angeles    Realty
                                    Corporation  II,  equivalent  of the chief
                                    financial officer of the Partnership


<PAGE>


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, 2005 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 14, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  November 14, 2005


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.