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, 2000


[ ] 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, 2000
<TABLE>
<CAPTION>

Assets

<S>                                                                         <C>
   Cash and cash equivalents                                                $  6,035
   Receivables and deposits                                                      317
   Restricted escrows                                                            193
   Other assets                                                                  338
   Investment in joint venture                                                     2
   Investment properties:
      Land                                                    $  1,984
      Buildings and related personal property                   30,615
                                                                32,599

      Less accumulated depreciation                            (23,021)        9,578
                                                                            $ 16,463

Liabilities and Partners' Deficit
Liabilities

   Accounts payable                                                          $   140
   Tenant security deposit liabilities                                           278
   Accrued property taxes                                                        207
   Other liabilities                                                             338
   Due to affiliates                                                             358
   Mortgage notes payable                                                     17,726

Partners' Deficit

   General partners                                            $  (465)
   Limited partners (99,784 units issued and
      outstanding)                                              (2,119)       (2,584)

                                                                            $ 16,463
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

b)

                         ANGELES INCOME PROPERTIES, LTD. II

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)
<TABLE>
<CAPTION>

                                                               Three Months Ended
                                                                    March 31,
                                                               2000          1999
Revenues:                                                                 (restated)
<S>                                                           <C>           <C>
  Rental income                                               $1,605        $1,575
  Other income                                                    86            89
      Total revenues                                           1,691         1,664

Expenses:
  Operating                                                      526           530
  General and administrative                                     112            71
  Depreciation                                                   423           401
  Interest                                                       351           357
  Property taxes                                                 140           138
      Total expenses                                           1,552         1,497

Income before equity in income of joint venture,
  discontinued operation, and extraordinary item                 139           167

Equity in income of joint venture                                 --           401

Income before discontinued operation and extraordinary
  item                                                           139           568
Income from discontinued operation                                61            98
Gain on sale of discontinued operation                         2,060            --

Income before extraordinary item                               2,304           666
Equity in extraordinary loss on early extinguishment
  of debt of joint venture                                        --            (1)

Net income                                                    $2,260         $ 665

Net income allocated to general partners                       $ 108          $ 7

Net income allocated to limited partners                       2,152           658

                                                              $2,260         $ 665
Per limited partnership unit:

  Income before discontinued operation and extraordinary
   item                                                       $ 1.37        $ 5.63
  Income from discontinued operation                            0.62          0.97
  Gain on sale of discontinued operation                       19.58            --
  Extraordinary item                                              --         (0.01)

Net income                                                    $21.57        $ 6.59
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<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, 1999                    99,784        $ (487)     $(4,271)   $(4,758)

Distribution to general partner             --           (86)          --        (86)

Net income for the three months
   ended March 31, 2000                     --           108        2,152      2,260

Partners' deficit at
   March 31, 2000                       99,784        $ (465)     $(2,119)   $(2,584)
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

d)
                         ANGELES INCOME PROPERTIES, LTD. II

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                 (in thousands)
<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,

                                                                  2000        1999
Cash flows from operating activities:

<S>                                                             <C>           <C>
  Net income                                                    $ 2,260       $  665
  Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation                                                  423          467
      Amortization of discounts, loan costs and lease
        commissions                                                  25           24
      Equity in income of joint venture                              --         (401)
      Equity in extraordinary loss on early extinguishment
        of debt of joint venture                                     --            1
      Loss on disposal of property                                   --           35
      Gain on sale of investment property                        (2,060)          --
      Change in accounts:
        Receivables and deposits                                     33          (16)
        Other assets                                                143          (36)
        Accounts payable                                             52          (67)
        Tenant security deposit liabilities                         (11)           8
        Accrued property taxes                                       68          (36)
        Due to affiliates                                            44           --
        Other liabilities                                          (104)          18

          Net cash provided by operating activities                 873          662

Cash flows from investing activities:

  Property improvements and replacements                           (374)        (166)
  Net withdrawals from restricted escrows                           122          105
  Proceeds from sale of investment property                       2,746           --

          Net cash provided by (used in) investing
             activities                                           2,494          (61)

Cash flows from financing activities:

  Payments on mortgage notes payable                                (61)         (54)
  Distributions to partners                                      (1,500)          --

          Net cash used in financing activities                  (1,561)         (54)

Net increase in cash and cash equivalents                         1,806          547

Cash and cash equivalents at beginning of period                  4,229        2,063

Cash and cash equivalents at end of period                      $ 6,035      $ 2,610

Supplemental disclosure of cash flow information:

  Cash paid for interest                                         $  331        $ 338
</TABLE>

At March  31,  2000  and  December  31,  1999,  accounts  payable  and  property
improvements and replacements were each adjusted by approximately $157,000.

At March 31, 2000, due to affiliates and distributions to partners were adjusted
by approximately  $86,000 due to the general partner distribution on the sale of
Atlanta Crossing Shopping Center.

            See Accompanying Notes to Consolidated Financial Statements

<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"),  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,  2000,  are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  December 31, 2000. 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, 1999.

Certain  reclassifications have been made to the 1999 balances to conform to the
2000 presentation.

Principles of Consolidation

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

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
("IPT") merged into Apartment  Investment and Management  Company  ("AIMCO"),  a
publicly  traded real estate  investment  trust,  with AIMCO being the surviving
corporation (the "Insignia Merger").  As a result, AIMCO acquired 100% ownership
interest in the Managing General Partner.  The Managing General Partner does not
believe  that this  transaction  has had or will have a  material  effect on the
affairs and operations of the Partnership.

Note C - Investment in Joint Venture

The  Partnership  has a 14.4%  investment  in  Princeton  Meadows Golf Course JV
("Joint  Venture").  On  February  26,  1999,  the Joint  Venture  sold its only
investment  property,  Princeton Meadows Golf Course,  to an unaffiliated  third
party.  The sale  resulted in net  proceeds of  approximately  $3,411,000  after
payment of  closing  costs and  repayment  of  mortgage  principal  and  accrued
interest.  As of March 31, 1999,  the Joint  Venture  recorded a gain on sale of
approximately  $2,885,000 after the write-off of underdepreciated  fixed assets.
Subsequent  to March 31, 1999,  in  connection  with the sale,  a commission  of
approximately  $153,000 was paid to the Joint Venture's managing general partner
in accordance with the Joint Venture Agreement.  The Partnership's 1999 pro-rata
share of this gain at March 31, 1999 was  approximately  $415,000 and its equity
in loss on  operations  of the Joint  Venture  at March  31,  1999  amounted  to
approximately  $14,000.  The Joint Venture also recognized an extraordinary loss
on  early  extinguishment  of  debt  of  approximately  $7,000  as a  result  of
unamortized  loan costs being written off. The  Partnership's  pro-rata share of
this extraordinary loss is approximately $1,000.

Condensed  balance sheet  information of the Joint Venture at March 31, 2000, is
as follows (in thousands):

      Assets
      Cash                                                $ 17
         Total                                            $ 17

      Liabilities and Partners' Capital

      Other Liabilities                                   $  7
      Partners' capital                                     10
         Total                                            $ 17

The condensed  statement of operations of the Joint Venture for the three months
ended March 31, 1999 is summarized as follows (in thousands):

                                                         1999

      Revenue                                            $  30
      Costs and expenses                                  (131)
      Loss before gain on sale of
        investment property and
        extraordinary loss on
        extinguishment of debt                            (101)
      Gain on sale of investment property                2,885
      Extraordinary loss on

        extinguishment of debt                              (7)
      Net income                                        $2,777

The Partnership  recognized its 14.4% equity income of approximately $401,000 in
the Joint  Venture for the three months ended March 31,  1999.  The  Partnership
also realized an extraordinary  loss on extinguishment of debt of $1,000 for the
three  months ended March 31,  1999.  Due to the sale of Princeton  Meadows Golf
Course in February  1999,  the Joint Venture had no operations  during the three
months ended March 31, 2000. In addition, the Partnership anticipates that after
filing the final tax return of the Joint  Venture  during the second  quarter of
2000,  all  remaining  assets  and  liabilities  of the  Joint  Venture  will be
liquidated.

The Princeton  Meadows Golf Course property had an underground fuel storage tank
that was removed in 1992.  This fuel  storage tank caused  contamination  to the
area.  Management  installed  monitoring  wells in the area  where  the tank was
formerly  buried.  Some samples from these wells  indicated lead and phosphorous
readings that were higher than the range prescribed by the New Jersey Department
of Environmental  Protection ("DEP").  The Joint Venture notified the DEP of the
findings  when they were  first  discovered.  However,  the DEP did not give any
directives as to corrective action until late 1995.

In November  1995,  representatives  of the Joint Venture and the New Jersey DEP
met and  developed  a plan of  action  to  clean-up  the  contamination  site at
Princeton Meadows Golf Course.  The Joint Venture engaged an engineering firm to
conduct  consulting and  compliance  work and a second firm to perform the field
work necessary for the clean-up. Field work commenced with skimmers installed at
three  test  wells on the  site.  These  skimmers  were in place to  detect  any
residual fuel that may still be in the ground. Upon the sale of the Golf Course,
as noted above,  the Joint Venture was released from any further  responsibility
or liability with respect to the clean-up.

Note D - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and  reimbursement  of certain  expenses  incurred by
affiliates on behalf of the  Partnership.  The  following  payments were paid or
accrued to the Managing  General Partner and affiliates  during the three months
ended March 31, 2000 and 1999:

                                                              2000       1999
                                                              (in thousands)
   Property management fees (included in
     operating expenses)                                      $ 84       $ 85
   Reimbursement for services of affiliates
     (included in operating expense, general and
      administrative expense and investment properties)         46         47
   Brokerage commission (included in general partner
      distribution)                                             86         --

During  the three  months  ended  March 31,  2000 and  1999,  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  $84,000 and
$85,000 for the three months ended March 31, 2000 and 1999, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $46,000 and
$47,000 for the three months ended March 31, 2000 and 1999, respectively.

The Partnership Agreement provides for a fee equal to 10% of "Net cash flow from
operations," as defined in the Partnership  Agreement to be paid to the Managing
General Partner for executive and administrative management services. The amount
of the fee for the year ended  December  31, 1999 was  $228,000.  This amount is
included in "Due to  affiliates"  and will be paid during the second  quarter of
2000. The amount of the fee for the quarter ended March 31, 2000 was $44,000. It
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 accrued 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.  When the limited  partners  receive these returns,  the
distribution  will be paid to the  Managing  General  Partner.  This  amount  is
included in "Due to affiliates" for the three months ended March 31, 2000.

Angeles Mortgage  Investment  Trust,  ("AMIT"),  a real estate investment trust,
provided  financing (the "AMIT Loan") to the Princeton Meadows Golf Course Joint
Venture (see "Note C"). Pursuant to a series of transactions,  affiliates of the
Managing General Partner acquired ownership  interests in AMIT. On September 17,
1998,  AMIT was  merged  with and into IPT,  the  entity  which  controlled  the
Managing  General  Partner.  Effective  February 26,  1999,  IPT was merged into
AIMCO.  As a result,  AIMCO became the holder of the AMIT loan.  On February 26,
1999,  Princeton  Meadows Golf Course was sold to an  unaffiliated  third party.
Upon closing,  the AMIT principal balance of $1,567,000 plus accrued interest of
approximately $17,000 was paid off.

AIMCO and its affiliates  currently own 49,370 limited  partnership units in the
Partnership  representing  49.477% 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 make one or more  additional
offers to acquire  additional limited  partnership  interests in the Partnership
for cash or in exchange for units in the operating  partnership of AIMCO.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters. As a result of its
ownership  of  49.477%  of the  outstanding  units,  AIMCO is in a  position  to
significantly  influence all voting  decisions  with respect to the  Registrant.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner favorable to the interest of the Managing General Partner because of
their affiliation with the Managing General Partner.

Note E - Sale of Discontinued Operation

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

The following pro-forma  information  reflects the operations of the Partnership
for the three  months  ended  March 31,  2000 and 1999,  as if Atlanta  Crossing
Shopping Center had been sold January 1, 1999.

                                                   2000               1999
                                            (in thousands, except per unit data)

    Revenues                                      $1,691             $1,664
    Net income                                       139                567
    Income per limited partnership unit             1.37               5.62

Atlanta Crossing  Shopping Center was the only commercial  property owned by the
Partnership and represented one segment of the Partnership's operations.  Due to
the sale of this property, the results of the commercial segment have been shown
as  income  from  discontinued   operation  on  the  consolidated  statement  of
operations.  Accordingly,  the 1999 statement of operations has been restated to
reflect this presentation. Revenues of this property were approximately $136,000
and $239,000  for the three months ended March 31, 2000 and 1999,  respectively.
Income  from  operations  was  approximately  $61,000  and $98,000 for the three
months ended March 31, 2000 and 1999, respectively.

Note F - Distributions

During  the  three  months  ended  March  31,  2000,  the  Partnership   paid  a
distribution  of  approximately  $1,500,000  of which  approximately  $1,074,000
(approximately  $1,063,000  to  the  limited  partners  or  $10.65  per  limited
partnership unit) is from operations and approximately  $426,000  (approximately
$422,000 to the limited partners or $4.23 per limited  partnership unit) is from
proceeds  from the sale of  Princeton  Meadows Golf Course  Joint  Venture.  The
distribution  was accrued in December 1999.  During the three months ended March
31, 1999, the Partnership did not pay any distributions to its partners.

Note G - Segment Reporting

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

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation. The accounting policies of the reportable segments are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.

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

Segment  information for the three months ended March 31, 2000 and 1999 is shown
in the tables below (in  thousands).  The "Other"  column  includes  Partnership
administration  related  items and  income  and  expense  not  allocated  to the
reportable segments.
<TABLE>
<CAPTION>

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


1999                             Residential    Commercial       Other       Totals
                                              (discontinued)
Rental income                      $ 1,575         $   --          $ --      $ 1,575
Other income                            81             --             8           89
Interest expense                       357             --            --          357
Depreciation                           401             --            --          401
General and administrative
  expense                               --             --            71           71
Equity in income of
  joint venture                         --             --           401          401
Income from discontinued

  operation                             --             98            --           98
Equity in extraordinary
  loss on the early
  extinguishment of debt
  of joint venture                      --             --            (1)          (1)
Segment profit (loss)                  230             98           337          665
Total assets                        12,675          1,055         2,023       15,753
Capital expenditures for
  investment properties                166             --            --          166
</TABLE>

Note H - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the 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  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  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  have 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 final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, 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 class  plaintiffs'  counsel
to enter the settlement.  On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Managing  General  Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

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

<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, 2000 and 1999:

                                         Average Occupancy

Property                                 2000        1999

Deer Creek Apartments                     97%         98%
   Plainsboro, New Jersey
Georgetown Apartments                     96%         95%
   South Bend, Indiana
Landmark Apartments                       90%         94%
   Raleigh, North Carolina

The Managing  General  Partner  attributes the decrease in occupancy at Landmark
Apartments to increased competition in the Raleigh, North Carolina area.

Results of Operations

The  Partnership's  net income for the three months  ended March 31,  2000,  was
approximately $2,260,000 compared to approximately $665,000 for the three months
ended March 31,  1999.  The  increase in net income for the three  months  ended
March  31,  2000 is  primarily  attributable  to the  sale of  Atlanta  Crossing
Shopping Center in March 2000 (see discussion below).

Excluding  the  operations  of and  the  gain on the  sale  of the  discontinued
operation discussed above, the Partnership had income from continuing operations
before the  extraordinary  item of  approximately  $139,000 for the three months
ended March 31, 2000,  compared to  approximately  $568,000 for the three months
ended March 31, 1999. The decrease in income is due primarily to the decrease in
equity in income of the joint venture due to the sale of Princeton  Meadows Golf
Course, as discussed below.

Excluding  the  operations  of and  the  gain on the  sale  of the  discontinued
operation and the equity in income of the joint  venture,  the  Partnership  had
income of  approximately  $139,000  for the three  months  ended March 31, 2000,
compared to  approximately  $167,000  for the three months ended March 31, 1999.
The  decrease in income for the three  months  ended March 31, 2000 is due to an
increase in total  expenses  which was partially  offset by an increase in total
revenues.

The increase in total  revenues is due to an increase in rental income which was
slightly offset by a decrease in other income.  The increase in rental income is
the  result  of  increased  average  rental  rates  at all of the  Partnership's
residential  properties  which more than  offset the  decrease in  occupancy  at
Landmark  Apartments and Deer Creek Apartments.  The decrease in other income is
primarily due to a decrease in tenant charges at Deer Creek Apartments.

Total expenses increased for the three months ended March 31, 2000 primarily due
to an increase in depreciation  expense and general and administrative  expense.
Depreciation expense increased due to capital improvements  completed during the
past twelve months that are now being  depreciated.  General and  administrative
expenses increased due to Partnership management fees accrued at March 31, 2000.
Included in general and administrative  expenses at both March 31, 2000 and 1999
are reimbursements to the Managing General Partner allowed under the Partnership
Agreement  associated with its management of the  Partnership.  Costs associated
with the  quarterly and annual  communications  with  investors  and  regulatory
agencies and the annual audit  required by the  Partnership  Agreement  are also
included.

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

Atlanta Crossing  Shopping Center was the only commercial  property owned by the
Partnership and represented one segment of the Partnership's operations.  Due to
the sale of this property, the results of the commercial segment have been shown
as  income  from  discontinued   operation  on  the  consolidated  statement  of
operations.  Accordingly,  the 1999 statement of operations has been restated to
reflect this presentation. Revenues of this property were approximately $136,000
and $239,000  for the three months ended March 31, 2000 and 1999,  respectively.
Income  from  operations  was  approximately  $61,000  and $98,000 for the three
months ended March 31, 2000 and 1999, respectively.

The  Partnership has a 14.4%  investment in Princeton  Meadows Golf Course Joint
Venture. On February 26, 1999, the Joint Venture sold the Princeton Meadows Golf
Course to an unaffiliated third party for gross sale proceeds of $5,100,000. The
Joint  Venture  received net  proceeds of  $3,411,000  after  payment of closing
costs, and repayment of the mortgage principal and accrued interest. As of March
31, 1999, the Joint Venture recorded a gain on sale of approximately  $2,885,000
after the write-off of  undepreciated  fixed assets.  For the three months ended
March 31, 1999, the  Partnership  realized equity in income of the Joint Venture
of approximately $401,000,  which included its equity in the gain on disposal of
Princeton Meadows Golf Course of $415,000.  For the three months ended March 31,
2000, Princeton Meadows Golf Course did not have any operations,  therefore, the
Partnership did not recognize any equity earnings from the Joint Venture.

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,  2000,  the  Partnership   had  cash  and  cash   equivalents  of
approximately $6,035,000 compared to approximately $2,610,000 at March 31, 1999.
The increase in cash and cash  equivalents  of  approximately  $1,806,000  since
December 31, 1999 is due to approximately $873,000 of cash provided by operating
activities and approximately $2,494,000 of cash provided by investing activities
which was partially offset by approximately $1,561,000 of cash used in financing
activities.  Cash  provided  by  investing  activities  consisted  primarily  of
proceeds  from the sale of Atlanta  Crossing  Shopping  Center,  and to a lesser
extent, net withdrawals from escrow accounts maintained by the mortgage lenders,
which was partially offset by property improvements and replacements.  Cash used
in financing  activities  consisted  primarily of  distributions to the partners
and, to a lesser extent, payments of principal made on the mortgages encumbering
the  Partnership's  properties.  The  Partnership  invests its  working  capital
reserves in money market 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,  2000,   the   Partnership   spent
approximately   $98,000  on  capital   improvements   consisting   primarily  of
appliances,  exterior painting,  air conditioning unit  replacements,  and major
landscaping.  These  improvements  were funded from  Partnership  reserves.  The
Partnership  evaluated  the capital  improvement  needs of the  property for the
year. The amount budgeted is  approximately  $233,000,  consisting  primarily of
interior and exterior  building  improvements.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Georgetown

During  the  three  months  ended  March  31,  2000,   the   Partnership   spent
approximately $82,000 on capital improvements consisting primarily of carpet and
vinyl replacement,  structural improvements,  and appliances. These improvements
were funded from  Partnership  reserves and operating cash flow. The Partnership
evaluated the capital improvement needs of the property for the year. The amount
budgeted is  approximately  $500,000,  consisting  primarily of carpet and vinyl
replacement,   roof  replacement,   and  structural   improvements.   Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Landmark

During  the  three  months  ended  March  31,  2000,   the   Partnership   spent
approximately $31,000 on capital improvements consisting primarily of carpet and
vinyl replacement and appliances.  These improvements were funded from operating
cash flow.  The  Partnership  evaluated  the  capital  improvement  needs of the
property for the year. The amount budgeted is approximately $88,000,  consisting
primarily of swimming pool  improvements,  air conditioning  unit  replacements,
carpet and vinyl replacement, and major landscaping. 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.

Atlanta Crossing

During  the  three  months  ended  March  31,  2000,   the   Partnership   spent
approximately $6,000 on capital improvements  consisting of tenant improvements.
The property was sold March 15, 2000.

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

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness of approximately  $17,726,000,  net of discount,  is amortized over
periods  ranging  from 29 to 30 years with  balloon  payments  due in 2003.  The
Managing General Partner will attempt to refinance such indebtedness and/or sell
the  properties  prior  to such  maturity  date.  If the  properties  cannot  be
refinanced or sold for a sufficient amount, the Partnership may risk losing such
properties through foreclosure.

During  the  three  months  ended  March  31,  2000,  the  Partnership   paid  a
distribution  of  approximately  $1,500,000  of which  approximately  $1,074,000
(approximately  $1,063,000  to  the  limited  partners  or  $10.65  per  limited
partnership unit) is from operations and approximately  $426,000  (approximately
$422,000 to the limited partners or $4.23 per limited  partnership unit) is from
proceeds  from the sale of  Princeton  Meadows Golf Course  Joint  Venture.  The
distribution  was accrued in December 1999.  During the three months ended March
31, 1999, the Partnership did not pay any distributions to its partners.  Future
cash  distributions will depend on the levels of cash generated from operations,
the   availability  of  cash  reserves  and  the  timing  of  debt   maturities,
refinancings  and/or property sales. The  Partnership's  distribution  policy is
reviewed on a semi-annual  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 2000 or subsequent periods.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the 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  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Part I - Financial Information, Item I. Financial Statements, Note B - Transfer
of  Control").  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 have 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 final court approval, on
behalf of the Partnership and all limited  partners who own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the  Superior  Court of the State of  California,  County of San Mateo,  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 class  plaintiffs'  counsel  to  enter  the
settlement.  On  December  14,  1999,  the  Managing  General  Partner  and  its
affiliates  terminated the proposed settlement.  Certain plaintiffs have filed a
motion to disqualify some of the plaintiffs' counsel in the action. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  Exhibit 27, Financial Data Schedule, is filed as an exhibit to
                  this report.

            b)    Reports on Form 8-K filed in the first quarter of 2000:

                  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: