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



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


                                   Form 10-QSB


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


                For the quarterly period ended March 31, 2002


[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


             For the transition period from _________to _________

                         Commission file number 0-11767


                      ANGELES INCOME PROPERTIES, LTD. II
      (Exact name of small business issuer as specified in its charter)



         California                                              95-3793526
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          55 Beattie Place, PO Box 1089
                       Greenville, South Carolina 29602
                   (Address of principal executive offices)


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



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
Yes X  No___


<PAGE>

                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS


a)

                      ANGELES INCOME PROPERTIES, LTD. II

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

                                 March 31, 2002

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   450
   Receivables and deposits                                                      296
   Restricted escrows                                                             88
   Other assets                                                                  673
   Investment properties:
      Land                                                    $ 1,984
      Buildings and related personal property                   33,088
                                                                35,072
      Less accumulated depreciation                            (26,601)        8,471
                                                                            $ 9,978

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 73
   Tenant security deposit liabilities                                           250
   Accrued property taxes                                                        202
   Other liabilities                                                             335
   Due to affiliates                                                              35
   Mortgage notes payable                                                     24,853

Partners' Deficit
   General partners                                            $ (596)
   Limited partners (99,784 units issued and
      outstanding)                                             (15,174)      (15,770)

                                                                            $ 9,978

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>
b)

                      ANGELES INCOME PROPERTIES, LTD. II

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

<TABLE>
<CAPTION>

                                                               Three Months Ended
                                                                    March 31,
                                                               2002          2001
Revenues:
<S>                                                           <C>           <C>
  Rental income                                               $1,692        $1,677
  Other income                                                   154            89
      Total revenues                                           1,846         1,766

Expenses:
  Operating                                                      540           542
  General and administrative                                     113            96
  Depreciation                                                   484           448
  Interest                                                       487           349
  Property taxes                                                 167           178
      Total expenses                                           1,791         1,613

Net income                                                     $ 55          $ 153

Net income allocated to general partners                        $ 1           $ 2

Net income allocated to limited partners                          54           151

                                                               $ 55          $ 153

Net income per limited partnership unit                       $ 0.54        $ 1.51

Distributions per limited partnership unit                     $ --         $ 5.31

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
c)

                      ANGELES INCOME PROPERTIES, LTD. II

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

<TABLE>
<CAPTION>

                                       Limited
                                     Partnership     General      Limited
                                        Units        Partners     Partners      Total

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

Partners' deficit at
   December 31, 2001                    99,784        $ (597)     $(15,228)   $(15,825)

Net income for the three months
   ended March 31, 2002                     --             1           54           55

Partners' deficit at
   March 31, 2002                       99,784        $ (596)     $(15,174)   $(15,770)

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
d)
                      ANGELES INCOME PROPERTIES, LTD. II

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                (in thousands)

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                       March 31,
                                                                  2002        2001
Cash flows from operating activities:
<S>                                                               <C>         <C>
  Net income                                                      $ 55        $ 153
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Depreciation                                                   484          448
     Amortization of mortgage discounts and loan costs               19           19
     Change in accounts:
      Receivables and deposits                                       97          (93)
      Other assets                                                 (132)         (83)
      Accounts payable                                              (19)          69
      Tenant security deposit liabilities                            (8)          (1)
      Accrued property taxes                                         69          104
      Due to affiliates                                              33           21
      Other liabilities                                             111         (137)
          Net cash provided by operating activities                 709          500

Cash flows from investing activities:
  Property improvements and replacements                           (262)        (369)
  Net withdrawals from restricted escrows                            34            9
          Net cash used in investing activities                    (228)        (360)

Cash flows from financing activities:
  Payments on mortgage notes payable                               (125)         (63)
  Repayments of advances from affiliates                            (47)          --
  Loan costs paid                                                    (9)        (535)
          Net cash used in financing activities                    (181)        (598)

Net increase (decrease) in cash and cash equivalents                300         (458)

Cash and cash equivalents at beginning of period                    150          975

Cash and cash equivalents at end of period                       $ 450        $ 517

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 467        $ 329

At December 31, 2001 and 2000, approximately $59,000 and $150,000, respectively,
of property  improvements  and  replacements  were included in accounts  payable
which are included in property  improvements and  replacements  during the three
months ended March 2002 and 2001, respectively.

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>
<PAGE>
e)

                      ANGELES INCOME PROPERTIES, LTD. II

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying  unaudited  consolidated financial statements of Angeles Income
Properties,  Ltd. II (the  "Partnership" or "Registrant")  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the  opinion of Angeles  Realty  Corporation  II (the
"Managing  General  Partner") which is wholly-owned by Apartment  Investment and
Management  Company  ("AIMCO"),  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
month period ended March 31, 2002, are not necessarily indicative of the results
that may be expected for the fiscal year ending  December 31, 2002.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto included in the Partnership's  Annual Report on Form 10-KSB for the year
ended December 31, 2001.

Note B - Transactions with Affiliated Parties

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

During  the three  months  ended  March 31,  2002 and  2001,  affiliates  of the
Managing  General Partner were entitled to receive 5% of gross receipts from all
of the Registrant's  residential  properties for providing  property  management
services.  The  Registrant  paid to such  affiliates  approximately  $92,000 and
$88,000 for the three months ended March 31, 2002 and 2001, respectively,  which
is included in operating expenses.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative  expenses amounting to approximately  $66,000 and $59,000 for the
three months ended March 31, 2002 and 2001,  respectively,  which is included in
general and administrative expenses and investment properties. Included in these
amounts are  construction  oversight  fees paid to an  affiliate of the Managing
General Partner of  approximately  $9,000 and $12,000 for the three months ended
March 31,  2002 and 2001,  respectively.  This fee is  related  to  construction
management services provided by AIMCO and its affiliates. The fee was calculated
based on a percentage of additions to investment properties.

The Partnership Agreement provides for a fee equal to 10% of "Net cash flow from
operations," as defined in the Partnership  Agreement to be paid to the Managing
General Partner for executive and administrative management services. During the
three months ended March 31, 2002, a fee of approximately  $35,000 was earned by
the  Managing  General  Partner and is included  in "Due to  affiliates"  on the
accompanying  consolidated  balance  sheet.  During the year ended  December 31,
2000,  the Managing  General  Partner earned fees of  approximately  $100,000 of
which  approximately  $81,000 was accrued at December 31, 2000.  The  additional
fees due for the year ended  December  31, 2000 of  approximately  $19,000  were
accrued during the three months ended March 31, 2001 and included in general and
administrative  expense. No fees were earned by the Managing General Partner for
the three months ended March 31, 2001.

In accordance with the Partnership  Agreement,  the Managing General Partner has
loaned the Partnership funds for operating expenses at Landmark  Apartments.  At
December 31, 2001 the amount of the  outstanding  loan and accrued  interest was
approximately   $47,000  and  was  included  in  "Due  to   Affiliates"  on  the
consolidated  balance sheet.  During the three months ended March 31, 2002, this
loan was repaid in full by the  Partnership.  Interest  was charged at the prime
rate plus 2%.  Interest  expense was  approximately  $1,000 for the three months
ended March 31, 2002.  There were no loans from the Managing  General Partner or
associated interest expenses during the three months ended March 31, 2001.

Pursuant to the Partnership Agreement,  the Managing General Partner is entitled
to receive a distribution equal to 3% of the aggregate disposition price of sold
properties.  The Partnership paid a distribution of approximately $86,000 to the
Managing General Partner related to the sale of Atlanta Crossing Shopping Center
in March 2000.  This amount is  subordinate  to the limited  partners  receiving
their original capital  contributions  plus a cumulative  preferred return of 6%
per annum of their adjusted  capital  investment,  as defined in the Partnership
Agreement.  If the limited  partners  have not received  these  returns when the
Partnership terminates,  the Managing General Partner will return this amount to
the Partnership.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General  Partner.  During the three months ended
March 31, 2002 and 2001, the Partnership was charged by AIMCO and its affiliates
approximately $76,000 and $69,000, respectively, for insurance coverage and fees
associated with policy claims administration.

Note C - 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
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the 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  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants oppose the motion. On April 29, 2002, the Court heard argument on the
motion and ordered  further  briefing  after which time the matter will be taken
under submission. The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint.

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

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.
<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

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

The Partnership's  investment  properties consist of three apartment  complexes.
The following table sets forth the average  occupancy of the properties for both
of the three months ended March 31, 2002 and 2001:

                                         Average Occupancy
Property                                 2002        2001

Deer Creek Apartments                     93%         97%
  Plainsboro, New Jersey
Georgetown Apartments                     95%         96%
  South Bend, Indiana
Landmark Apartments                       92%         92%
  Raleigh, North Carolina

The Managing General Partner  attributes the decrease in occupancy at Deer Creek
Apartments  to the weak  economy  of the  Plainsboro,  NJ area  which is a short
commute to New York City.

Results of Operations

The  Partnership's  net income for the three months  ended March 31,  2002,  was
approximately  $55,000 compared to  approximately  $153,000 for the three months
ended March 31,  2001.  The  decrease in net income for the three  months  ended
March 31,  2002 is  attributable  to an  increase  in total  expenses  which was
partially offset by an increase in total revenues.

Total expenses increased for the three months ended March 31, 2002 primarily due
to increases in interest,  depreciation and general and administrative  expenses
partially  offset by a  decrease  in  property  tax  expense.  Interest  expense
increased  due to the  refinancing  of Deer Creek  Apartments in June 2001 which
increased the debt balance at the property.  Depreciation  expense increased due
to capital  improvements  completed  during the past twelve months which are now
being  depreciated.  General and  administrative  expenses  increased  due to an
increase in a management fee due to the Managing  General  Partner based on cash
flow as allowed in the Partnership Agreement and an increase in cost of services
included in the management  reimbursements  paid to the Managing General Partner
as  allowed  under  the  Partnership   Agreement  partially  offset  by  reduced
professional fees associated with the management of the Partnership. Included in
general  and  administrative  expenses  at both  March  31,  2002  and  2001 are
reimbursements  to the Managing  General  Partner  allowed under the Partnership
Agreement  associated with its management of the  Partnership.  Costs associated
with the  quarterly and annual  communications  with  investors  and  regulatory
agencies and the annual audit  required by the  Partnership  Agreement  are also
included.  Property tax expense  decreased due to the  reappraisal of Deer Creek
Apartments.

The increase in total  revenues is due  primarily to an increase in other income
and,  to a lesser  extent,  rental  income.  The  increase  in other  income  is
primarily due to an increase in utility  reimbursements  and lease  cancellation
fees at Deer Creek Apartments. The increase in rental income is primarily due to
increased  average  rental  rates at Deer Creek  Apartments  and a  decrease  in
concessions  at Landmark  Apartments  partially  offset by a decrease in average
rental  rates at Landmark  Apartments  and a decrease in occupancy at Deer Creek
and Georgetown Apartments.

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

Liquidity and Capital Resources

At  March  31,  2002,  the  Partnership   had  cash  and  cash   equivalents  of
approximately $450,000 compared to approximately $517,000 at March 31, 2001. The
increase in cash and cash equivalents of  approximately  $300,000 since December
31,  2001  is due to  approximately  $709,000  of  cash  provided  by  operating
activities partially offset by approximately  $181,000 of cash used in financing
activities and approximately $228,000 of cash used in investing activities. Cash
used in investing activities consisted of property improvements and replacements
slightly offset by net withdrawals from restricted escrow accounts maintained by
the mortgage lenders.  Cash used in financing  activities consisted primarily of
payments  of  principal  made on the  mortgages  encumbering  the  Partnership's
properties,  repayment of advances from affiliates and, to a lesser extent, 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 various  properties  to  adequately  maintain  the
physical  assets and other operating needs of the Partnership and to comply with
Federal,   state,   and  local  legal  and  regulatory   requirements.   Capital
improvements planned for each of the Registrant's properties are detailed below.

Deer Creek

During  the  three  months  ended  March 31,  2002,  the  Partnership  completed
approximately  $136,000  of  improvements  at Deer Creek  Apartments  consisting
primarily  of  clubhouse  renovations.   These  improvements  were  funded  from
operating  cash flow.  The  Partnership  has  budgeted,  but is not  limited to,
capital  improvements of approximately  $113,000,  consisting primarily of floor
covering  replacements,   structural  improvements,  parking  lot  upgrades  and
appliances.  Additional  improvements  may be considered  and will depend on the
physical condition of the property as well as anticipated cash flow generated by
the property.

Georgetown

During  the  three  months  ended  March 31,  2002,  the  Partnership  completed
approximately  $16,000  of  improvements  at  Georgetown  Apartments  consisting
primarily of office  equipment,  appliance and floor covering  replacements  and
landscaping.  These  improvements  were funded  from  operating  cash flow.  The
Partnership  has  budgeted,  but is not  limited  to,  capital  improvements  of
approximately  $65,000,  consisting  primarily of appliance  and floor  covering
replacements.  Additional  improvements may be considered and will depend on the
physical condition of the property as well as anticipated cash flow generated by
the property.

Landmark

During  the  three  months  ended  March 31,  2002,  the  Partnership  completed
approximately   $51,000  of  improvements  at  Landmark  Apartments   consisting
primarily of appliance and water heater replacements, office equipment and floor
covering replacements. These improvements were funded from Partnership reserves.
The  Partnership  has budgeted,  but is not limited to, capital  improvements of
approximately  $98,000,  consisting primarily of air conditioning unit and water
heater  replacements,  appliances  and floor covering  replacements.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

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

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness of approximately $24,853,000,  net of discounts, has maturity dates
ranging from October 2003 to July 2021.  The mortgage  indebtedness  encumbering
Deer Creek  Apartments,  which was refinanced on June 27, 2001, of approximately
$13,545,000 is amortized over 20 years and matures on July 1, 2021 at which time
it is scheduled to be fully  amortized.  The mortgage  indebtedness  encumbering
Georgetown Apartments and Landmark Apartments of approximately $11,308,000,  net
of discount,  is amortized over periods ranging from 29 to 30 years with balloon
payments of approximately  $11,033,000 due in 2003. The Managing General Partner
will attempt to refinance the mortgages  encumbering  Georgetown  Apartments and
Landmark  Apartments  and/or sell the properties prior to such maturity date. If
the  properties  cannot  be  refinanced  or sold for a  sufficient  amount,  the
Partnership may risk losing such properties through foreclosure.

The Partnership  distributed the following amounts during the three months ended
March 31, 2002 and 2001 (in thousands, except per unit data):

                  Three Months     Per Limited      Three Months     Per Limited
                     Ended         Partnership         Ended         Partnership
                 March 31, 2002        Unit        March 31, 2001        Unit

Operations            $ --             $ --            $ 535            $ 5.31

Future  cash  distributions  will  depend on the levels of cash  generated  from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings  and/or  property  sales.  The  Partnership's  cash  available  for
distribution is reviewed on a monthly basis. There can be no assurance, however,
that the  Partnership  will  generate  sufficient  funds from  operations  after
required capital expenditures to permit distributions to its partners during the
remainder of 2002 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 59,236 limited partnership
units in the Partnership  representing 59.36% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
limited  partnership  interests in the  Partnership  for cash or in exchange for
units in the operating  partnership of AIMCO either through private purchases or
tender offers. Under the Partnership  Agreement,  unitholders holding a majority
of the units are  entitled to take  action with  respect to a variety of matters
which would include voting on certain  amendments to the  Partnership  Agreement
and voting to remove the Managing General Partner.  As a result of its ownership
of 59.36% of the outstanding units, AIMCO is in a position to control all voting
decisions with respect to the Registrant. When voting on matters, AIMCO would in
all likelihood vote the units it acquired in a manner  favorable to the interest
of the Managing  General Partner because of their  affiliation with the Managing
General Partner.
<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
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the 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  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants oppose the motion. On April 29, 2002, the Court heard argument on the
motion and ordered  further  briefing  after which time the matter will be taken
under submission. The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint.

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

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  None.

            b)    Reports on Form 8-K filed in the first quarter of 2002:

                  None.


<PAGE>




                                   SIGNATURES



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



                                    ANGELES INCOME PROPERTIES, LTD. II


                                    By:   Angeles Realty Corporation II
                                          Managing General Partner


                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President


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


                                    Date: