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 June 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 ___


                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS




                      ANGELES INCOME PROPERTIES, LTD. II

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

                                  June 30, 2005

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 182
   Receivables and deposits                                                      529
   Restricted escrows                                                            553
   Other assets                                                                  576
   Investment properties:
      Land                                                    $ 1,691
      Buildings and related personal property                   27,319
                                                                29,010
      Less accumulated depreciation                            (23,250)        5,760
                                                                            $ 7,600

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 175
   Tenant security deposit liabilities                                           165
   Accrued property taxes                                                         29
   Due to affiliates (Note B)                                                    346
   Other liabilities                                                             258
   Mortgage notes payable                                                     19,389

Partners' Deficit
   General partners                                            $ (566)
   Limited partners (99,804 units issued and
      outstanding)                                             (12,196)      (12,762)
                                                                            $ 7,600


         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       Six Months Ended
                                                     June 30,                June 30,
                                                 2005        2004        2005        2004
Revenues:
<S>                                             <C>         <C>         <C>         <C>
  Rental income                                 $ 1,173     $ 1,104     $ 2,341     $ 2,263
  Other income                                       98          81         191         169
        Total revenues                            1,271       1,185       2,532       2,432

Expenses:
  Operating                                         610         497       1,105         922
  General and administrative                         66          51         125         123
  Depreciation                                      218         187         428         371
  Interest                                          366         371         732         734
  Property taxes                                    108         138         262         277
        Total expenses                            1,368       1,244       2,652       2,427

(Loss) income from continuing operations            (97)        (59)       (120)          5
Loss from discontinued operations                    --          --          --        (116)
Gain from sale of discontinued operations            --          96          --       9,652
 Net (loss) income                               $ (97)      $ 37       $ (120)     $ 9,541

Net (loss) income allocated to general
  partners (1%)                                  $ (1)       $ --        $ (1)       $ 95
Net (loss) income allocated to limited
  partners (99%)                                    (96)         37        (119)      9,446

                                                 $ (97)      $ 37       $ (120)     $ 9,541

Per limited partnership unit:
(Loss) income from continuing operations        $ (0.96)    $ (0.58)    $ (1.19)    $ 0.05
Loss from discontinued operations                    --          --          --       (1.15)
Gain from sale of discontinued operations            --        0.95          --       95.75

Net (loss) income                               $ (0.96)    $ 0.37      $ (1.19)    $ 94.65

Distributions per limited partnership unit       $ --        $ --        $ --       $ 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)

Net loss for the six months
   Ended June 30, 2005                      --            (1)        (119)        (120)

Partners' deficit at
   June 30, 2005                        99,804        $ (566)    $(12,196)    $(12,762)


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>



                      ANGELES INCOME PROPERTIES, LTD. II

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

                                                                   Six Months Ended
                                                                        June 30,
                                                                       2005     2004
Cash flows from operating activities:
<S>                                                                <C>        <C>
  Net (loss) income                                                $ (120)    $ 9,541
  Adjustments to reconcile net (loss) income to net cash
   provided by (used in) operating activities:
     Gain from sale of discontinued operations                          --     (9,652)
     Depreciation                                                      428        395
     Amortization of loan costs                                         73         37
     Loss on early extinguishment of debt                               --        159
     Change in accounts:
      Receivables and deposits                                        (219)        23
      Other assets                                                     (17)       (57)
      Accounts payable                                                  53          6
      Tenant security deposit liabilities                               (6)       (50)
      Accrued property taxes                                            29       (101)
      Due to affiliates                                                 12       (222)
      Other liabilities                                                  4       (200)
          Net cash provided by (used in) operating activities          237       (121)
Cash flows from investing activities:
  Proceeds from sale of investment property                             --     10,769
  Property improvements and replacements                              (720)      (162)
  Net (deposits to) withdrawals from restricted escrows                (45)        26
          Net cash (used in) provided by investing
            activities                                                (765)    10,633
Cash flows from financing activities:
  Payments on mortgage notes payable                                  (196)      (273)
  Repayment of mortgage note payable                                    --     (6,062)
  Distributions to partners                                             --     (4,207)
  Advance from affiliate                                                68         --
  Loan costs paid                                                       (7)       (19)
          Net cash used in financing activities                       (135)   (10,561)
Net decrease in cash and cash equivalents                             (663)       (49)
Cash and cash equivalents at beginning of period                       845        793

Cash and cash equivalents at end of period                          $ 182      $ 744
Supplemental disclosure of cash flow information:
  Cash paid for interest                                            $ 642      $ 728
Supplemental disclosure of non-cash activity:
  Property improvements and replacements included in accounts
    payable                                                         $ 93       $ --

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 at June 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
six month  periods  ended June 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
$127,000  and  $141,000  for the six  months  ended  June  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
$121,000  and  $91,000  for the  six  months  ended  June  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 six months ended June 30, 2005 and 2004 are fees
related to  construction  management  services  provided by an  affiliate of the
Managing General Partner of approximately $63,000 and $1,000, respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current additions to investment properties.

The  Partnership  Agreement  provides  for a fee  equal to 10% of "Net cash 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 six months  ended
June 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
quarter 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 six months ended June 30, 2005, an affiliate of the Managing  General
Partner  advanced  the  Partnership   approximately   $68,000  to  fund  capital
improvements at Landmark  Apartments.  These advances bear interest at the prime
rate  plus 2% (8.25%  at June 30,  2005).  Interest  expense  was  approximately
$12,000 for the six months  ended June 30,  2005.  At June 30,  2005,  the total
outstanding  advances  and accrued  interest was  approximately  $346,000 and is
included in due to affiliates. There were no such advances made by affiliates of
the Managing General Partner to the Partnership during the six months ended June
30, 2004.

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 six months ended June
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 six months  ended
June 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
six months ended June 30, 2004,  including  revenues of approximately  $234,000,
are included in loss from discontinued operations.

During the three months ended June 30, 2004,  certain  accruals of approximately
$96,000  established  during the first  quarter  of 2004  related to the sale of
Georgetown  Apartments  were  reversed  due to  actual  costs  being  less  than
anticipated.  These  accrual  reversals are included as an increase in gain from
sale of  discontinued  operations  for the three and six  months  ended June 30,
2004.

Note D - 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.

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.

As previously disclosed,  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  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. On June 23, 2005 the Court  conditionally  certified  the  collective
action  on both the  on-call  and  overtime  issues.  The  Court  ruling  allows
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.  Defendants have
asked the Court to  reconsider  its  ruling or in the  alternative  certify  the
ruling for appeal on that issue. After the notice goes out, defendants will have
the  opportunity to move to decertify the collective  action.  The Court further
denied plaintiffs' Motion for Certification of the state subclass.  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 six
months ended June 30, 2005 and 2004:

                                         Average Occupancy
Property                                 2005        2004

Deer Creek Apartments                     95%         91%
   Plainsboro, New Jersey
Landmark Apartments                       82%         82%
   Raleigh, North Carolina

The Managing General Partner  attributes the increase in occupancy at Deer Creek
Apartments to increased rental concessions offered at the property.

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's net loss for the three and six months ended June 30, 2005 was
approximately  $97,000  and  $120,000,  respectively,  compared to net income of
approximately $37,000 and $9,541,000 for the three and six months ended June 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
six  months  ended  June  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, a loss of approximately $116,000 for the
six months ended June 30, 2004, including revenues of approximately $234,000 are
included in loss from discontinued operations.

During the three months ended June 30, 2004,  certain  accruals of approximately
$96,000  established  during the first  quarter  of 2004  related to the sale of
Georgetown  Apartments  were  reversed  due to  actual  costs  being  less  than
anticipated.  These  accrual  reversals are included as an increase in gain from
sale of  discontinued  operations  for the three and six  months  ended June 30,
2004.

The  Partnership's  loss from  continuing  operations for the three months ended
June 30, 2005 was approximately  $97,000,  compared to approximately $59,000 for
the three months ended June 30, 2004.  The  Partnership's  loss from  continuing
operations  for the six months ended June 30, 2005 was  approximately  $120,000,
compared to income from continuing  operations of  approximately  $5,000 for the
six months ended June 30, 2004. The increase in loss from continuing  operations
for both the three and six months  ended June 30,  2005 is due to an increase in
total expenses,  partially offset by an increase in total revenues. The increase
in total  expenses  for the three months ended June 30, 2005 is due to increases
in operating,  general and administrative and depreciation  expenses,  partially
offset by decreases in both  interest and property tax expense.  The increase in
total  expenses  for the six months  ended June 30, 2005 is due to  increases in
both  operating  and  depreciation  expense,  partially  offset by a decrease in
property tax expense.  Both interest and general and administrative and expenses
remained  relatively  constant  for the six  months  ended  June 30,  2005.  The
increase in operating  expenses for both the three and six months ended June 30,
2005 is  primarily  due to increases in contract  maintenance  and  utilities at
Landmark  Apartments and telephone sales and payroll related expenses at both of
the Partnership's  investment  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 decrease in interest expense for the three months ended June 30,
2005 is due to scheduled  principal  payments  made on the mortgage  encumbering
Deer Creek  Apartments,  which reduced the carrying balance of the loan, and the
November 2004 refinancing of the mortgage  encumbering  Landmark Apartments at a
lower,   variable   interest  rate  (as  discussed  in  "Liquidity  and  Capital
Resources"),  partially  offset  by  increases  in loan  cost  amortization  and
interest on advances  from an  affiliate of the Managing  General  Partner.  The
increase in general and administrative  expenses for the three months ended June
30, 2005 is  primarily  due to an  increase in  partnership  tax  expense.  Also
included in general  and  administrative  expenses  for the three and six months
ended  June 30,  2005 and 2004 are  management  reimbursements  to the  Managing
General Partner as allowed under the  Partnership  Agreement,  costs  associated
with the  quarterly and annual  communications  with  investors  and  regulatory
agencies and the annual audit required by the Partnership Agreement.

The increase in total  revenues for both the three and six months ended June 30,
2005 is due to increases in both rental and other income. The increase in rental
income is primarily due to increases in occupancy at Deer Creek  Apartments  and
the average rental rate at Landmark  Apartments,  partially offset by a decrease
in the  average  rental  rate at Deer Creek  Apartments.  The  increase in other
income is  primarily  due to  increases  in late  charges and  resident  utility
payments  at Deer Creek  Apartments,  partially  offset by a  decrease  in lease
cancellation fees at both of the Partnership's investment properties.

Liquidity and Capital Resources

At June 30, 2005, the Partnership had cash and cash equivalents of approximately
$182,000,  compared to approximately  $744,000 at June 30, 2004. The decrease in
cash and cash equivalents of approximately  $663,000, from December 31, 2004, is
due  to  approximately  $765,000  of  cash  used  in  investing  activities  and
approximately $135,000 of cash used in financing activities, partially offset by
approximately  $237,000 of cash provided by operating  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
used in financing  activities  consisted  of payments of  principal  made on the
mortgage  encumbering  Deer Creek  Apartments and loan costs paid related to the
November  2004  refinancing  of the mortgage  encumbering  Landmark  Apartments,
partially  offset  by an  advance  from an  affiliate  of the  Managing  General
Partner.  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  six  months  ended  June  30,  2005,  the   Partnership   completed
approximately  $266,000  of  capital  improvements  at  Deer  Creek  Apartments,
consisting primarily of structural improvements,  security equipment,  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  six  months  ended  June  30,  2005,  the   Partnership   completed
approximately   $499,000  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,  Partnership  reserves,  or advances from affiliates of the Managing
General  Partner.  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.   The  mortgage
indebtedness  encumbering Deer Creek Apartments of approximately  $12,389,000 is
amortized  over 20 years and  matures  on July 1, 2021 at which time the loan is
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 six months ended June 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  (5.6901% at
June 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 5.5%.
Adjustments  to the initial  amount paid for the interest rate cap agreement are
recognized in interest expense.  In addition,  the new mortgage requires monthly
escrow  deposits for taxes,  insurance and  replacement  reserves and a $500,000
repair reserve that was established  with the lender at closing.  As a condition
of making the new  mortgage,  the lender  required  AIMCO  Properties,  L.P., an
affiliate of the 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 six months ended
June 30, 2005 and 2004 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                       Six Months       Per Limited       Six Months       Per Limited
                          Ended         Partnership         Ended          Partnership
                      June 30, 2005        Unit         June 30, 2004         Unit

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

(1) From proceeds from the sale of Georgetown 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 any 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 69,155 limited  partnership  units
(the "Units") in the Partnership representing 69.29% of the outstanding Units at
June 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 69.29% 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.

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.

As previously disclosed,  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  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. On June 23, 2005 the Court  conditionally  certified  the  collective
action  on both the  on-call  and  overtime  issues.  The  Court  ruling  allows
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.  Defendants have
asked the Court to  reconsider  its  ruling or in the  alternative  certify  the
ruling for appeal on that issue. After the notice goes out, defendants will have
the  opportunity to move to decertify the collective  action.  The Court further
denied plaintiffs' Motion for Certification of the state subclass.  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: August 15, 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

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

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

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

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

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

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

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

      10.28       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 Notes 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.

      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:  August 15, 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:  August 15, 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 June 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:  August 15, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  August 15, 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.