UNITED STATES
                       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, 2004


[ ] 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 Registrant 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)

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS


                         ANGELES INCOME PROPERTIES, LTD. II

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

                                 March 31, 2004

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 774
   Receivables and deposits                                                      466
   Restricted escrow                                                              53
   Other assets                                                                  524
   Investment properties:
      Land                                                    $ 1,691
      Buildings and related personal property                   25,665
                                                                27,356
      Less accumulated depreciation                            (22,244)        5,112
                                                                            $ 6,929

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 65
   Tenant security deposit liabilities                                           198
   Accrued property taxes                                                         36
   Other liabilities                                                             282
   Due to affiliates (Note B)                                                    145
   Mortgage notes payable                                                     18,879

Partners' Deficit
   General partners                                            $ (565)
   Limited partners (99,804 units issued and
      outstanding)                                             (12,111)      (12,676)
                                                                            $ 6,929

            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
                                                                    March 31,
                                                               2004          2003
                                                                          (Restated)
Revenues:
<S>                                                           <C>           <C>
  Rental income                                               $1,159        $1,128
  Other income                                                    88            82
      Total revenues                                           1,247         1,210

Expenses:
  Operating                                                      425           483
  General and administrative                                      72            93
  Depreciation                                                   184           362
  Interest                                                       363           372
  Property taxes                                                 139           135
      Total expenses                                           1,183         1,445

Income (loss) from continuing operations                          64          (235)
(Loss) income from discontinued operations                      (116)           11
Gain from sale of discontinued operations                      9,556            --
Net income (loss)                                             $9,504        $ (224)

Net income (loss) allocated to general partners (1%)           $ 95          $ (2)

Net income (loss) allocated to limited partners (99%)          9,409          (222)

                                                              $9,504        $ (224)
Per limited partnership unit:
Income (loss) from continuing operations                      $ 0.63        $(2.33)
(Loss) income from discontinued operations                     (1.15)         0.11
Gain from sale of discontinued operations                      94.79            --

Net income (loss)                                             $94.27        $(2.22)

Distributions per limited partnership unit                    $41.73        $ 2.06

            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, 2003                    99,804        $ (618)    $(17,355)    $(17,973)

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

Net income for the three months
   ended March 31, 2004                     --            95        9,409        9,504

Partners' deficit at
   March 31, 2004                       99,804        $ (565)    $(12,111)    $(12,676)


            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                         ANGELES INCOME PROPERTIES, LTD. II

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

                                                                  Three Months Ended
                                                                       March 31,
                                                                     2004       2003
Cash flows from operating activities:
<S>                                                                <C>        <C>
  Net income (loss)                                                $ 9,504    $ (224)
  Adjustments to reconcile net income (loss) to net cash
   (used in) provided by operating activities:
     Gain from sale of discontinued operations                      (9,556)        --
     Depreciation                                                      208        476
     Amortization of mortgage discounts and loan costs                  11         17
     Loss on early extinguishment of debt                              159         --
     Change in accounts:
      Receivables and deposits                                         (34)        43
      Other assets                                                     (76)       (23)
      Accounts payable                                                  (4)        38
      Tenant security deposit liabilities                              (47)        18
      Accrued property taxes                                          (137)        87
      Due to affiliates                                                (77)        35
      Other liabilities                                               (214)       115
          Net cash (used in) provided by operating activities         (263)       582

Cash flows from investing activities:
  Proceeds from sale of investment property                         10,769         --
  Property improvements and replacements                               (82)      (142)
  Net (deposits to) withdrawals from restricted escrows                (20)        44
          Net cash provided by (used in) investing
            activities                                              10,667        (98)

Cash flows from financing activities:
  Payments on mortgage notes payable                                  (154)      (135)
  Repayment of mortgage note payable                                (6,062)        --
  Distributions to partners                                         (4,207)      (208)
          Net cash used in financing activities                    (10,423)      (343)

Net (decrease) increase in cash and cash equivalents                   (19)       141

Cash and cash equivalents at beginning of period                       793        669

Cash and cash equivalents at end of period                          $ 774      $ 810

Supplemental disclosure of cash flow information:
  Cash paid for interest                                            $ 380      $ 375

            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
month period ended March 31, 2004 are not necessarily  indicative of the results
that may be expected for the fiscal year ending  December 31, 2004.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto  included  in the  Partnership's  Annual  Report on Form  10-KSB for the
fiscal year ended December 31, 2003.

The accompanying consolidated statement of operations for the three months ended
March 31, 2003 has been restated as of January 1, 2003 to reflect the operations
of Georgetown  Apartments as income from  discontinued  operations in accordance
with Statement of Financial  Accounting  Standards ("SFAS") No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets".  Georgetown Apartments was
sold to an unrelated third party on March 2, 2004.

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.

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from all of the Partnership's  properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately  $83,000 and $81,000 for the three months ended March 31, 2004 and
2003,  respectively,  which is included in operating  expenses and (loss) income
from discontinued operations.

Affiliates   of  the  Managing   General   Partner  were   eligible  to  receive
reimbursement of accountable  administrative expenses amounting to approximately
$58,000  and  $47,000  for the  three  months  ended  March  31,  2004 and 2003,
respectively,  which are  included in general and  administrative  expenses  and
investment   properties.   Included  in  these   amounts  are  fees  related  to
construction  management  services  provided  by an  affiliate  of the  Managing
General  Partner of  approximately  $1,000 and $2,000 for the three months ended
March 31, 2004 and 2003, respectively.  The construction management service fees
are  calculated  based  on a  percentage  of  current  additions  to  investment
properties.  At March 31, 2004,  approximately  $71,000 is owed to affiliates of
the Managing General Partner and is included in due to affiliates.

The Partnership Agreement provides for a fee equal to 10% of "Net cash flow from
operations," as defined in the Partnership  Agreement to be paid to the Managing
General Partner for executive and administrative  management  services.  Fees of
approximately  $35,000 were earned by the Managing General Partner for the three
months  ended March 31,  2003,  which is included in general and  administrative
expenses. There were no such fees earned by the Managing General Partner for the
three months ended March 31, 2004. At March 31, 2004,  approximately  $74,000 is
owed to the Managing General Partner and is included in due to affiliates.

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.  No such  distribution was paid to the Managing General Partner
related to the March 2004 sale of Georgetown Apartments.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers'  compensation,  property  casualty  and vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner.  During 2004, the Partnership anticipates its cost for
insurance  coverage  and  fees  associated  with  policy  claims  administration
provided  by  AIMCO  and its  affiliates  will  be  approximately  $41,000.  The
Partnership was charged approximately $62,000 for 2003.

Note C - Disposition of Investment Property

On March 2, 2004, the  Partnership  sold  Georgetown  Apartments to an unrelated
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  $9,556,000 as a result of the sale during the
three  months  ended  March 31,  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 and income of approximately $11,000 for the three months
ended March 31, 2004 and 2003, respectively, including revenues of approximately
$234,000  and  $391,000,  respectively,  are  included  in  (loss)  income  from
discontinued operations.

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 (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 Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

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

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending  appeal.  On April 23, 2004,  the Managing  General
Partner and its  affiliates  filed a response brief in support of the settlement
and the judgment  thereto.  Plaintiffs have also filed a brief in support of the
settlement.  Objector is  scheduled  to file a reply brief no later than May 13,
2004.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours  worked in excess of forty per week.  On March 5, 2004  Plaintiffs
filed an amended complaint also naming NHP Management Company,  which is also an
affiliate  of the  Managing  General  Partner.  The  Complaint  is  styled  as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The Defendants have filed an answer to the Amended Complaint denying
the substantive allegations. Discovery is currently underway.

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.

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

Pursuant to a formal order of investigation received by AIMCO on March 29, 2004,
the  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission is conducting an  investigation  relating to certain  matters.  AIMCO
believes the areas of investigation  include AIMCO's  miscalculated  monthly net
rental  income  figures in third  quarter 2003,  forecasted  guidance,  accounts
payable,  rent concessions,  vendor rebates,  and capitalization of expenses and
payroll.  AIMCO is cooperating  fully.  AIMCO does not believe that the ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of  operations  taken as a whole.  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 taken as a whole.

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 three
months ended March 31, 2004 and 2003:

                                         Average Occupancy
Property                                 2004        2003

Deer Creek Apartments                     92%         93%
   Plainsboro, New Jersey
Landmark Apartments                       87%         82%
   Raleigh, North Carolina

The Managing  General  Partner  attributes the increase in occupancy at Landmark
Apartments to competitive pricing and increased marketing efforts.

The  Partnership's  financial  results  are  dependent  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  which are
outside the control of the  Partnership  such as the local economic  climate and
weather can adversely or positively impact the Partnership's financial results.

Results of Operations

The  Partnership's  net income for the three  months  ended  March 31,  2004 was
approximately  $9,504,000  compared to a net loss of approximately  $224,000 for
the three months ended March 31, 2003. On March 2, 2004,  the  Partnership  sold
Georgetown  Apartments  to an  unrelated  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  $9,556,000 as a
result of the sale  during  the three  months  ended  March 31,  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, a loss of approximately $116,000 and income of approximately $11,000
for the three  months  ended  March 31, 2004 and 2003,  respectively,  including
revenues of approximately $234,000 and $391,000,  respectively,  are included in
(loss) income from discontinued operations.

The Partnership's  income from continuing  operations for the three months ended
March 31, 2004 was  approximately  $64,000,  compared to a loss from  continuing
operations of approximately  $235,000 for the three months ended March 31, 2003.
The increase in income from continuing  operations is due to a decrease in total
expenses and an increase in total  revenues.  The decrease in total  expenses is
due to decreases in operating,  general and  administrative,  depreciation,  and
interest  expenses.  Property tax expense remained  relatively  constant for the
comparable periods. The decrease in depreciation expense is due to buildings and
property  improvements  and  replacements  placed  into  service in prior  years
becoming  fully  depreciated  during the second and third  quarters of 2003. The
decrease in operating expenses is primarily due to a decrease in snow removal at
Deer Creek Apartments and contract  maintenance and utility expenses at Landmark
Apartments,  partially  offset by an increase in utility  expenses at Deer Creek
Apartments.  The decrease in interest  expense is  primarily  due to payments of
principal made on the mortgages encumbering the Partnership's properties,  which
reduced the carrying balance of the loans.  General and  administrative  expense
decreased due to a decrease in the  management  fee due to the Managing  General
Partner based on cash flow as allowed under the Partnership Agreement, partially
offset  by an  increase  in the  cost of  services  included  in the  management
reimbursements  to the Managing General Partner as allowed under the Partnership
Agreement.  Also included in general and  administrative  expenses for the three
months ended March 31, 2004 and 2003 are costs associated with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit required by the Partnership Agreement.

The  increase  in total  revenues is due to  increases  in both rental and other
income.  The  increase in rental  income is  primarily  due to the  increases in
occupancy  at  Landmark  Apartments  and the  average  rental rate at Deer Creek
Apartments,  partially  offset  by the  decreases  in  occupancy  at Deer  Creek
Apartments and the average rental rate at Landmark  Apartments.  The increase in
other income is primarily due to an increase in lease  cancellation fees at both
of the Partnership's  investment  properties,  partially offset by a decrease in
late charges at Deer Creek Apartments.

Liquidity and Capital Resources

At  March  31,  2004,  the  Partnership   had  cash  and  cash   equivalents  of
approximately $774,000 compared to approximately $810,000 at March 31, 2003. The
decrease in cash and cash  equivalents of approximately  $19,000,  from December
31,  2003,  is due to  approximately  $10,423,000  of  cash  used  in  financing
activities  and  approximately  $263,000 of cash used in  operating  activities,
partially  offset by  approximately  $10,667,000  of cash  provided by investing
activities.  Cash used in  financing  activities  consisted  of repayment of the
mortgage encumbering Georgetown  Apartments,  distributions to the partners, and
payments  of  principal  made on the  mortgages  encumbering  the  Partnership's
properties. Cash provided by investing activities consisted of proceeds received
from  the  sale  of  Georgetown   Apartments,   partially   offset  by  property
improvements and  replacements  and net deposits to a restricted  escrow account
maintained by the mortgage lender.  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  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  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,  including  increased  legal and audit  fees.  Capital  improvements
planned for each of the Partnership's properties are detailed below.

Georgetown Apartments

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately   $9,000  of  capital   improvements  at  Georgetown   Apartments,
consisting  primarily of floor covering  replacement.  These  improvements  were
funded from operating cash flow. The Partnership  sold Georgetown  Apartments to
an unrelated third party on March 2, 2004.

Deer Creek Apartments

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately   $43,000  of  capital  improvements  at  Deer  Creek  Apartments,
consisting primarily of structural improvements, water heater upgrades and floor
covering  replacement.  These improvements were funded from operating cash flow.
The Partnership  evaluates the capital  improvement needs of the property during
the year and  currently  expects to complete an  additional  $115,000 in capital
improvements during the remainder of 2004.  Additional capital  improvements may
be considered and will depend on the physical  condition of the property as well
as the anticipated cash flow generated by the property.

Landmark Apartments

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately $30,000 of capital improvements at Landmark Apartments, consisting
primarily of major  landscaping.  These  improvements were funded from operating
cash flow.  The  Partnership  evaluates  the  capital  improvement  needs of the
property  during  the year and  currently  expects  to  complete  an  additional
$131,000  in capital  improvements  during  the  remainder  of 2004.  Additional
capital improvements may be considered and will depend on the physical condition
of the property as well as the  anticipated  cash flow generated by the property
and replacement reserves.

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

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  encumbering Deer Creek Apartments of approximately  $12,867,000 is
amortized  over 20 years and  matures  on July 1, 2021 at which time the loan is
scheduled to be fully amortized.  The mortgage indebtedness encumbering Landmark
Apartments of  approximately  $6,012,000 is amortized  over a period of 30 years
with a balloon  payment of  approximately  $5,950,000  due November 1, 2004. The
mortgage  encumbering Landmark Apartments matured November 1, 2003. However, the
Managing General Partner has negotiated a one year extension,  which extends the
maturity  of the loan to November  1, 2004,  with a one-time  right to extend to
February 1, 2005.  The extension  requires the  Partnership  to continue  making
monthly  payments of  principal  and  interest  under the terms of the  original
mortgage.  The Managing  General  Partner will attempt to refinance the mortgage
encumbering  Landmark Apartments and/or sell the property prior to such maturity
date. If the property cannot be refinanced or sold for a sufficient  amount, the
Partnership will risk losing such property through foreclosure.

The Partnership  distributed the following amounts during the three months ended
March 31, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                      Three Months      Per Limited      Three Months      Per Limited
                          Ended         Partnership         Ended          Partnership
                     March 31, 2004        Unit         March 31, 2003        Unit

<S>  <C>                 <C>              <C>                <C>              <C>
Sale (1)                 $3,927           $38.96             $ --             $ --
Operations                  280             2.77               208             2.06
Total                    $4,207           $41.73            $ 208            $ 2.06

(1) From proceeds from the sale of Georgetown Apartments.
</TABLE>

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

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 64,255 limited  partnership  units
(the "Units") in the Partnership representing 64.38% of the outstanding Units at
March 31, 2004. A number of these Units were acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will acquire  additional Units in exchange for cash or a combination of cash and
units in AIMCO  Properties  L.P.,  the operating  partnership  of AIMCO,  either
through  private  purchases  or  tender  offers.  Pursuant  to  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 64.38% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
such voting  decisions  with respect to the  Partnership.  Although the Managing
General  Partner  owes  fiduciary   duties  to  the  limited   partners  of  the
Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as
its sole stockholder.  As a result,  the duties of the Managing General Partner,
as managing  general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the Managing  General Partner to AIMCO, as
its sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

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

Revenue Recognition

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

ITEM 3.     CONTROLS AND PROCEDURES

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

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

                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

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

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

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending  appeal.  On April 23, 2004,  the Managing  General
Partner and its  affiliates  filed a response brief in support of the settlement
and the judgment  thereto.  Plaintiffs have also filed a brief in support of the
settlement.  Objector is  scheduled  to file a reply brief no later than May 13,
2004.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours  worked in excess of forty per week.  On March 5, 2004  Plaintiffs
filed an amended complaint also naming NHP Management Company,  which is also an
affiliate  of the  Managing  General  Partner.  The  Complaint  is  styled  as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The Defendants have filed an answer to the Amended Complaint denying
the substantive allegations. Discovery is currently underway.

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.

ITEM 5.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

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

                  Exhibit 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.

                  Exhibit 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.

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

            b) Reports  on Form 8-K filed  during the  quarter  ended  March 31,
               2004:

                  Current  Report on Form 8-K  dated  March 2, 2004 and filed on
                  March 17, 2004,  disclosing the sale of Georgetown  Apartments
                  to an unrelated third party.


<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/Thomas M. Herzog
                                          Thomas M. Herzog
                                          Senior Vice President
                                          and Chief Accounting Officer

                                    Date: May 13, 2004



<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 registrant as of, and for, the periods presented in this report;

4.    The  registrant'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 registrant
      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
            registrant,  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 registrant'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  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant'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  registrant'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  registrant's
            internal control over financial reporting.


Date:  May 13, 2004

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


<PAGE>


Exhibit 31.2
                                  CERTIFICATION
I, Thomas M. Herzog 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 registrant as of, and for, the periods presented in this report;

4.    The  registrant'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 registrant
      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
            registrant,  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 registrant'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  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant'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  registrant'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  registrant's
            internal control over financial reporting.

Date:  May 13, 2004
                                    /s/Thomas M. Herzog
                                    Thomas M. Herzog
                                    Senior Vice  President and Chief  Accounting
                                    Officer 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 March
31, 2004 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), Martha L. Long, as the equivalent of the chief executive officer
of the  Partnership,  and  Thomas  M.  Herzog,  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:  May 13, 2004


                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  May 13, 2004


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