UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   Form 10-QSB


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


                 For the quarterly period ended June 30, 2004


[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


             For the transition period from _________to _________

                         Commission file number 0-11767


                       ANGELES INCOME PROPERTIES, LTD. II
        (Exact Name of Small Business Issuer as Specified in Its Charter)



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

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


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


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the  registrant  was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes  X   No ___



                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS




                      ANGELES INCOME PROPERTIES, LTD. II

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

                                  June 30, 2004

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 744
   Receivables and deposits                                                      409
   Restricted escrow                                                               7
   Other assets                                                                  498
   Investment properties:
      Land                                                    $ 1,691
      Buildings and related personal property                   25,745
                                                                27,436
      Less accumulated depreciation                            (22,431)        5,005
                                                                            $ 6,663

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 75
   Tenant security deposit liabilities                                           195
   Accrued property taxes                                                         72
   Other liabilities                                                             200
   Mortgage notes payable                                                     18,760

Partners' Deficit
   General partners                                            $ (565)
   Limited partners (99,804 units issued and
      outstanding)                                             (12,074)      (12,639)
                                                                            $ 6,663

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>






                      ANGELES INCOME PROPERTIES, LTD. II

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


<TABLE>
<CAPTION>

                                                Three Months Ended       Six Months Ended
                                                     June 30,                June 30,
                                                 2004        2003        2004        2003
                                                          (Restated)              (Restated)
Revenues:
<S>                                             <C>         <C>         <C>         <C>
  Rental income                                 $ 1,104     $ 1,185     $ 2,263     $ 2,313
  Other income                                       81          98         169         180
        Total revenues                            1,185       1,283       2,432       2,493

Expenses:
  Operating                                         497         374         922         857
  General and administrative                         51          86         123         179
  Depreciation                                      187         366         371         728
  Interest                                          371         370         734         742
  Property taxes                                    138         134         277         269
        Total expenses                            1,244       1,330       2,427       2,775

(Loss) income from continuing operations            (59)        (47)          5        (282)
Loss from discontinued operations                    --         (42)       (116)        (31)
Gain from sale of discontinued operations            96          --       9,652          --
 Net income (loss)                               $ 37        $ (89)     $ 9,541     $ (313)

Net income (loss) allocated to general
  partners (1%)                                  $ --        $ (1)       $ 95        $ (3)
Net income (loss) allocated to limited
  partners (99%)                                     37         (88)      9,446        (310)

                                                 $ 37        $ (89)     $ 9,541     $ (313)

Per limited partnership unit:
(Loss) income from continuing operations        $ (0.58)    $ (0.46)    $ 0.05      $ (2.79)
Loss from discontinued operations                    --       (0.42)      (1.15)      (0.31)
Gain from sale of discontinued operations          0.95         --        95.75          --

Net income (loss)                               $ 0.37     $ (0.88)     $ 94.65     $ (3.10)

Distributions per limited partnership unit       $ --       $ 12.24     $ 41.73     $ 14.30

         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 six months
   ended June 30, 2004                      --            95        9,446        9,541

Partners' deficit at
   June 30, 2004                        99,804        $ (565)    $(12,074)    $(12,639)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                      ANGELES INCOME PROPERTIES, LTD. II

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


<TABLE>
<CAPTION>

                                                                   Six Months Ended
                                                                        June 30,
                                                                     2004      2003
Cash flows from operating activities:
<S>                                                                <C>        <C>
  Net income (loss)                                                $ 9,541    $ (313)
  Adjustments to reconcile net income (loss) to net cash
   (used in) provided by operating activities:
     Gain from sale of discontinued operations                      (9,652)        --
     Depreciation                                                      395        957
     Amortization of mortgage discounts and loan costs                  37         36
     Loss on early extinguishment of debt                              159         58
     Change in accounts:
      Receivables and deposits                                          23       (115)
      Other assets                                                     (57)       (65)
      Accounts payable                                                   6        (28)
      Tenant security deposit liabilities                              (50)        18
      Accrued property taxes                                          (101)        35
      Due to affiliates                                               (222)         5
      Other liabilities                                               (200)        34
          Net cash (used in) provided by operating activities         (121)       622

Cash flows from investing activities:
  Proceeds from sale of investment property                         10,769         --
  Property improvements and replacements                              (162)      (241)
  Net withdrawals from restricted escrows                               26        105
          Net cash provided by (used in) investing
            activities                                              10,633       (136)

Cash flows from financing activities:
  Payments on mortgage notes payable                                  (273)      (275)
  Repayment of mortgage notes payable                               (6,062)    (5,017)
  Distributions to partners                                         (4,207)    (1,441)
  Proceeds from mortgage note payable                                   --      6,175
  Loan costs paid                                                      (19)      (172)
  Prepayment penalty paid                                               --        (28)
          Net cash used in financing activities                    (10,561)      (758)

Net decrease in cash and cash equivalents                              (49)      (272)

Cash and cash equivalents at beginning of period                       793        669

Cash and cash equivalents at end of period                          $ 744      $ 397

Supplemental disclosure of cash flow information:
  Cash paid for interest                                            $ 728      $ 859

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                      ANGELES INCOME PROPERTIES, LTD. II

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying  unaudited  consolidated financial statements of Angeles Income
Properties,  Ltd. II (the  "Partnership" or "Registrant")  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the  opinion of Angeles  Realty  Corporation  II (the
"Managing General Partner"),  which is wholly-owned by Apartment  Investment and
Management  Company  ("AIMCO"),  a publicly traded real estate investment trust,
all adjustments  (consisting of normal recurring accruals)  considered necessary
for a fair presentation have been included.  Operating results for the three and
six month  periods  ended June 30, 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  statements of operations  for the three and six
months  ended June 30, 2003 have been  restated as of January 1, 2003 to reflect
the operations of Georgetown Apartments as loss 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 a 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  $141,000  and $162,000 for the six months ended June 30, 2004 and
2003,  respectively,  which are  included in  operating  expenses  and loss from
discontinued operations.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative  expenses amounting to approximately  $91,000 and $86,000 for the
six months  ended June 30, 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 $10,000
for the six months ended June 30, 2004 and 2003, respectively.  The construction
management  service  fees  are  calculated  based  on a  percentage  of  current
additions to investment properties.

The Partnership Agreement provides for a fee equal to 10% of "Net cash 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  $15,000 were earned by the Managing  General  Partner for the six
months  ended June 30,  2003,  which is included  in general and  administrative
expenses. There were no such fees earned by the Managing General Partner for the
six months ended June 30, 2004.

Pursuant to the Partnership Agreement,  the Managing General Partner is entitled
to receive a distribution equal to 3% of the aggregate disposition price of sold
properties.  The Partnership paid a distribution of approximately $86,000 to the
Managing General Partner related to the sale of Atlanta Crossing Shopping Center
in March 2000.  This amount is  subordinate  to the limited  partners  receiving
their original capital  contributions  plus a cumulative  preferred return of 6%
per annum of their adjusted  capital  investment,  as defined in the Partnership
Agreement.  If the limited  partners  have not received  these  returns when the
Partnership terminates,  the Managing General Partner will be required to return
this amount to the  Partnership.  No such  distribution was paid to the Managing
General Partner related to the March 2004 sale of Georgetown Apartments.

The Partnership paid an affiliate of the Managing General Partner  approximately
$62,000 for loan costs related to the  refinancing of the mortgages  encumbering
Georgetown  Apartments  during the six months ended June 30,  2003.  These costs
were  capitalized  and  the  unamortized   balance  is  included  in  loss  from
discontinued  operations  for the six months ended June 30, 2004, as a result of
the property's sale in March 2004.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing  General  Partner.  During the six months ended June 30, 2004 and 2003,
the  Partnership was charged by AIMCO and its affiliates  approximately  $41,000
and $62,000,  respectively,  for  insurance  coverage and fees  associated  with
policy claims administration.

Note C - Disposition of Investment Property

On March 2, 2004, the Partnership  sold  Georgetown  Apartments to a third party
for a gross sale price of approximately  $10,950,000.  The net proceeds realized
by the Partnership were approximately $10,769,000 after payment of closing costs
and a prepayment  penalty  owed by the  Partnership  and paid by the buyer.  The
Partnership  used  approximately  $6,062,000  of the net  proceeds  to repay the
mortgage   encumbering  the  property.   The  Partnership  realized  a  gain  of
approximately  $9,652,000  as a result of the sale  during the six months  ended
June 30, 2004,  which is included in gain from sale of discontinued  operations.
In addition, the Partnership recorded a loss on the early extinguishment of debt
of approximately $159,000 as a result of the write-off of unamortized loan costs
and  a  prepayment  penalty,   which  is  included  in  loss  from  discontinued
operations.  The property's  operations,  loss of approximately $116,000 for the
six months ended June 30, 2004 and loss of approximately $42,000 and $31,000 for
the three and six months ended June 30, 2003, respectively, are included in loss
from discontinued operations.  Included in loss from discontinued operations are
revenues of  approximately  $234,000  for the six months ended June 30, 2004 and
revenues of  approximately  $387,000  and  $778,000 for the three and six months
ended June 30, 2003, respectively.

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

<PAGE>

Note D - Refinancing of Mortgage Notes Payable

On May 21, 2003, the Partnership refinanced the mortgages encumbering Georgetown
Apartments.  The refinancing  replaced the existing  mortgages of  approximately
$5,017,000  with a new mortgage in the amount of $6,175,000.  Total  capitalized
loan  costs were  approximately  $172,000  during the six months  ended June 30,
2003. These costs included approximately $62,000 in fees payable to the Managing
General Partner.  The Partnership  recognized a loss on the early extinguishment
of debt of approximately  $58,000 during the six months ended June 30, 2003, due
to the write off of unamortized loan costs and debt discounts and the payment of
a prepayment penalty, which is included in loss from discontinued operations.

Note E - Contingencies

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (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. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
No hearing has been scheduled in the matter.

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.

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.  Some  discovery  has taken place and  settlement
negotiations  continue.  Although the outcome of any  litigation  is  uncertain,
AIMCO  Properties,  L.P. does not believe that the ultimate  outcome will have a
material  adverse  effect on its  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
financial condition or results of operations taken as a whole.

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.

As  previously  disclosed,  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.

<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

The Partnership's  investment properties consist of two apartment complexes. The
following  table sets forth the average  occupancy of the properties for the six
months ended June 30, 2004 and 2003:

                                         Average Occupancy
Property                                 2004        2003

Deer Creek Apartments                     91%         95%
   Plainsboro, New Jersey
Landmark Apartments                       82%         84%
   Raleigh, North Carolina

The Managing General Partner  attributes the decrease in occupancy at Deer Creek
Apartments to increased home purchases in the Plainsboro area.

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 and six months ended June 30, 2004,
was approximately $37,000 and $9,541,000,  respectively, compared to net loss of
approximately  $89,000 and  $313,000 for the three and six months ended June 30,
2003, respectively. On March 2, 2004, the Partnership sold Georgetown Apartments
to a third party for a gross sale price of  approximately  $10,950,000.  The net
proceeds  realized  by the  Partnership  were  approximately  $10,769,000  after
payment of closing costs and a prepayment  penalty owed by the  Partnership  and
paid by the buyer.  The  Partnership  used  approximately  $6,062,000 of the net
proceeds  to repay  the  mortgage  encumbering  the  property.  The  Partnership
realized a gain of  approximately  $9,652,000 as a result of the sale during the
six  months  ended  June  30,  2004,  which is  included  in gain  from  sale of
discontinued  operations.  In addition,  the Partnership  recorded a loss on the
early  extinguishment  of debt of  approximately  $159,000  as a  result  of the
write-off of unamortized loan costs and a prepayment penalty,  which is included
in  loss  from  discontinued  operations.  The  property's  operations,  loss of
approximately  $116,000  for the six  months  ended  June  30,  2004 and loss of
approximately  $42,000 and  $31,000 for the three and six months  ended June 30,
2003, respectively, are included in loss from discontinued operations.  Included
in loss from discontinued  operations are revenues of approximately $234,000 for
the six months  ended June 30, 2004 and revenues of  approximately  $387,000 and
$778,000 for the three and six months ended June 30, 2003, respectively.

The  Partnership's  loss from  continuing  operations for the three months ended
June 30, 2004 was approximately  $59,000,  compared to approximately $47,000 for
the three  months  ended June 30,  2003.  The  increase in loss from  continuing
operations  for the three  months  ended June 30,  2004 is due to a decrease  in
total  revenues,   partially  offset  by  a  decrease  in  total  expenses.  The
Partnership's  income from  continuing  operations for the six months ended June
30, 2004 was approximately  $5,000,  compared to loss from continuing operations
of  approximately  $282,000 for the six months ended June 30, 2003. The decrease
in loss from continuing operations for the six months ended June 30, 2003 is due
to a  decrease  in total  expenses,  partially  offset  by a  decrease  in total
revenues.

The decrease in total  revenues for both the three and six months ended June 30,
2004  is due to  decreases  in both  rental  and  other  income.  Rental  income
decreased due to decreases in occupancy at both of the Partnership's  investment
properties and the average rental rate at Landmark Apartments,  partially offset
by an increase in the average rental rate at Deer Creek Apartments. Other income
decreased  for both periods  primarily due to a decrease in late charges at Deer
Creek Apartments.

The  decrease in total  expenses for the three months ended June 30, 2004 is due
to decreases in depreciation and general and administrative expenses,  partially
offset by an increase in operating expenses.  The decrease in total expenses for
the six months ended June 30, 2004 is due to decreases in depreciation,  general
and administrative, and interest expenses, partially offset by increases in both
operating  and property  tax  expenses.  Both  interest and property tax expense
remained  relatively  constant for the three  months  ended June 30,  2004.  The
decrease  in  depreciation  expense  for both  periods 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 interest  expense for the six months  ended June 30, 2004 is due to
scheduled principal payments made on the mortgages encumbering the Partnership's
investment  properties,  which  reduced the carrying  balance of the loans.  The
increase in operating  expenses for both the three and six months ended June 30,
2004 is primarily  due to increases in utility  expenses at Landmark  Apartments
and advertising  expenses at both of the  Partnership's  investment  properties,
partially  offset by decreases in snow removal expenses at Deer Creek Apartments
and  contract  maintenance  expense at  Landmark  Apartments.  The  increase  in
property  tax  expense  for the six  months  ended  June  30,  2004 is due to an
increase in the tax rate at Deer Creek  Apartments.  The decrease in general and
administrative expenses for both the three and six months ended June 30, 2004 is
due to decreases in New Jersey partnership tax expense and professional expenses
associated with the  administration  of the Partnership,  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 and six months
ended June 30, 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.

<PAGE>

Liquidity and Capital Resources

At June 30, 2004, the Partnership had cash and cash equivalents of approximately
$744,000,  compared to approximately  $397,000 at June 30, 2003. The decrease in
cash and cash equivalents of approximately  $49,000,  from December 31, 2003, is
due to  approximately  $10,561,000  of cash  used in  financing  activities  and
approximately $121,000 of cash used in operating activities, partially offset by
approximately $10,633,000 of cash provided by investing activities. Cash used in
financing   activities  consisted  of  repayment  of  the  mortgage  encumbering
Georgetown Apartments, distributions to the partners, payments of principal made
on the mortgages  encumbering the  Partnership's  properties and loan costs paid
related  to  the  extension  obtained  on  the  mortgage   encumbering  Landmark
Apartments. Cash provided by investing activities consisted of proceeds received
from the sale of Georgetown  Apartments  and net receipts from an escrow account
maintained by the mortgage lender, partially offset by property improvements and
replacements.  The Partnership  invests its working capital reserves in interest
bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. The Managing General Partner
monitors  developments  in the  area of legal  and  regulatory  compliance.  For
example,  the  Sarbanes-Oxley  Act  of  2002  mandates  or  suggests  additional
compliance  measures  with  regard to  governance,  disclosure,  audit and other
areas.  In light of these changes,  the  Partnership  expects that it will incur
higher expenses related to compliance, including increased legal and audit fees.
Capital  improvements  planned  for  each of the  Partnership's  properties  are
detailed below.

Georgetown Apartments

During  the  six  months  ended  June  30,  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 a
third party on March 2, 2004.

Deer Creek Apartments

During  the  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately   $98,000  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  $76,000 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  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately $55,000 of capital improvements at Landmark Apartments, consisting
primarily  of  major   landscaping   and  floor  covering   replacement.   These
improvements were funded from replacement  reserves and operating cash flow. The
property is currently  undergoing a repair project to address water infiltration
issues with 15 units.  Based upon current plans,  the Managing  General  Partner
anticipates  the  project to be  complete  in  November  2004 at a total cost of
approximately  $400,000.  The project will be funded by replacement reserves and
operations.  The  Partnership is currently  evaluating  the capital  improvement
needs of the property for 2004 and expects to complete an additional $105,000 in
capital   improvements  not  related  to  the  water  infiltration  project  and
approximately  $400,000 for property redevelopment as mentioned above 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  $12,774,000 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  $5,986,000 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 and six
months ended June 30, 2004 and 2003 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                       Six Months       Per Limited     Six Months       Per Limited
                          Ended         Partnership        Ended         Partnership
                      June 30, 2004        Unit        June 30, 2003         Unit

<S>  <C>                 <C>              <C>              <C>               <C>
Sale (1)                 $3,927           $38.96           $ --              $ --
Refinance (2)                --               --           1,032             10.24
Operations                  280             2.77             409              4.06
Total                    $4,207           $41.73          $1,441            $14.30
</TABLE>

(1) From proceeds from the sale of Georgetown Apartments. (2) From proceeds from
the refinancing of the mortgages encumbering
      Georgetown Apartments during May 2003.

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 64,413 limited  partnership  units
(the "Units") in the Partnership representing 64.54% of the outstanding Units at
June 30, 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 64.54% 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.


<PAGE>


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


<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

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


<PAGE>



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. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
No hearing has been scheduled in the matter.

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.

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.  Some  discovery  has taken place and  settlement
negotiations  continue.  Although the outcome of any  litigation  is  uncertain,
AIMCO  Properties,  L.P. does not believe that the ultimate  outcome will have a
material  adverse  effect on its  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
financial condition or results of operations taken as a whole.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

                  See Exhibit Index.

            b) Reports on Form 8-K:

                  None filed during the quarter ended June 30, 2004.


<PAGE>




                                   SIGNATURES



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



                                    ANGELES INCOME PROPERTIES, LTD. II


                                    By:   Angeles Realty Corporation II
                                          Managing General Partner

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

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

                                    Date: August 13, 2004


<PAGE>


                       ANGELES INCOME PROPERTIES, LTD. II

                                  EXHIBIT INDEX



Exhibit Number    Description of Exhibit

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

       3.2        Amended  Agreement of Limited  Partnership of the  Partnership
                  dated  March  31,  1983  filed  in  the  Prospectus,   of  the
                  Partnership,  as Exhibit A, dated March 31, 1983  incorporated
                  herein by reference

      10.3        Agreement of Purchase and Sale of Real  Property with Exhibits
                  - Deer Creek  Apartments  filed in Form 8K dated September 28,
                  1983, incorporated herein by reference

      10.4        Agreement of Purchase and Sale of Real  Property with Exhibits
                  - Georgetown  Apartments  filed in Form 8K dated  November 21,
                  1983, incorporated herein by reference

      10.5        Agreement of Purchase and Sale of Real  Property with Exhibits
                  -  Landmark  Apartments  filed in Form 8K dated  December  16,
                  1983, incorporated herein by reference

      10.15       Multifamily  Note  -  Landmark  Apartments  between  Angeles
                  Income  Properties,  Ltd. II and Lehman  Brothers  Holdings,
                  Inc.  d/b/a  Lehman  Capital,  a division  of Lehman  Brothers
                  Holdings, Inc. dated November 1, 1996

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

      10.20       a) Multifamily Note dated May 16, 2003 between  Georgetown AIP
                  II,   L.P.   and   GMAC   Commercial   Mortgage   Corporation,
                  incorporated  by reference  to the Current  Report on Form 8-K
                  dated May 22, 2003 and Filed on June 6, 2003.

      10.20       b) Guaranty dated May 16, 2003 by AIMCO  Properties,  L.P. for
                  the   benefit  of  GMAC   Commercial   Mortgage   Corporation,
                  incorporated  by reference  to the Current  Report on Form 8-K
                  dated May 22, 2003 and Filed on June 6, 2003.

      10.20       c) Completion/Repair and Security Agreement dated May 16, 2003
                  between  Georgetown AIP II, L.P. and GMAC Commercial  Mortgage
                  Corporation,  incorporated  by reference to the Current Report
                  on Form 8-K dated May 22, 2003 and Filed on June 6, 2003.

      10.20       d) Replacement  Reserve and Security  Agreement  dated May 16,
                  2003  between  Georgetown  AIP II,  L.P.  and GMAC  Commercial
                  Mortgage Corporation, incorporated by reference to the Current
                  Report  on Form 8-K  dated  May 22,  2003 and Filed on June 6,
                  2003.

      10.20(e)    Sixth  Reaffirmation  and Joinder Agreement dated May 16, 2003
                  between  Georgetown  AIP II, L.P.,  GMAC  Commercial  Mortgage
                  Corporate,   and  Fannie  Mae,  a  federally   chartered   and
                  stockholder  owned  corporation,  incorporated by reference to
                  the Quarterly Report on Form 10-QSB for the quarter ended June
                  30, 2003.

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

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

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

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

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

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

      10.27       Modification and Extension Agreement by and among Federal Home
                  Loan Mortgage Corporation, Angeles Income Properties, Ltd. II,
                  and  Commonwealth  Land Title  Company of North  Carolina  for
                  Landmark Apartments is incorporated by reference to the Annual
                  Report on Form 10-KSB for the year ended December 31, 2003.

      31.1        Certification  of  equivalent  of  Chief  Executive  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      31.2        Certification  of  equivalent  of  Chief  Financial  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

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



<PAGE>


Exhibit 31.1
                                  CERTIFICATION
I, Martha L. Long, certify that:

1.    I have reviewed  this  quarterly  report on Form 10-QSB of Angeles  Income
      Properties Ltd. II;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date:  August 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, Stephen B. Waters, certify that:

1.    I have reviewed  this  quarterly  report on Form 10-QSB of Angeles  Income
      Properties Ltd. II;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date:  August 13, 2004
                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President of Angeles
                                    Realty Corporation II,
                                    equivalent of the chief
                                    financial officer of the
                                    Partnership


<PAGE>


Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with the  Quarterly  Report  on Form  10-QSB of  Angeles  Income
Properties, Ltd. II (the "Partnership"), for the quarterly period ended June 30,
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  Stephen B.  Waters,  as the  equivalent  of the chief
financial  officer of the  Partnership,  each hereby  certifies,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  August 13, 2004


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