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 September 30, 2002


[ ]   TRANSITION REPORT UNDER 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)

<PAGE>



                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS




                             ANGELES INCOME PROPERTIES, LTD. II

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

                               September 30, 2002

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   645
   Receivables and deposits                                                      353
   Restricted escrows                                                            128
   Other assets                                                                  547
   Investment properties:
      Land                                                    $ 1,984
      Buildings and related personal property                   33,310
                                                                35,294
      Less accumulated depreciation                            (27,553)        7,741
                                                                            $ 9,414

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 77
   Tenant security deposit liabilities                                           246
   Accrued property taxes                                                        268
   Other liabilities                                                             551
   Due to affiliates                                                             106
   Mortgage notes payable                                                     24,603

Partners' Deficit
   General partners                                            $ (603)
   Limited partners (99,784 units issued and
      outstanding)                                             (15,834)      (16,437)
                                                                            $ 9,414

                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      Nine Months Ended
                                                      September 30,           September 30,
                                                     2002       2001        2002        2001
Revenues:                                                                            (Restated)
<S>                                                <C>         <C>         <C>         <C>
  Rental income                                    $ 1,667     $ 1,702     $ 5,096     $ 5,084
  Other income                                         128         121         399         325
  Casualty gain (Note D)                                --          40          --          65
        Total revenues                               1,795       1,863       5,495       5,474

Expenses:
  Operating                                            578         646       1,667       1,719
  General and administrative                           309          77         496         249
  Depreciation                                         467         454       1,436       1,366
  Interest                                             509         493       1,489       1,200
  Property taxes                                       165         191         502         556
  Loss on early extinguishment of debt (Note C)         --          --          --          57
        Total expenses                               2,028       1,861       5,590       5,147

 Net (loss) income                                  $ (233)      $ 2        $ (95)      $ 327

Net (loss) income allocated to general
  partners (1%)                                      $ (2)      $ --        $ (1)        $ 3
Net (loss) income allocated to limited
  partners (99%)                                      (231)          2         (94)        324

                                                    $ (233)      $ 2        $ (95)      $ 327

Net (loss) income per limited partnership unit     $ (2.31)    $ 0.02      $ (0.94)    $ 3.25

Distributions per limited partnership unit          $ 3.23     $ 72.13     $ 5.13      $ 80.63

                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, 2001                    99,784        $ (597)    $(15,228)    $(15,825)

Distributions to partners                   --            (5)        (512)        (517)

Net loss for the nine months
   ended September 30, 2002                 --            (1)         (94)         (95)

Partners' deficit at
   September 30, 2002                   99,784        $ (603)    $(15,834)    $(16,437)

                See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                             ANGELES INCOME PROPERTIES, LTD. II

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

                                                                    Nine Months Ended
                                                                      September 30,
                                                                      2002       2001
Cash flows from operating activities:
<S>                                                                 <C>          <C>
  Net income                                                        $ (95)       $ 327
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
      Depreciation                                                   1,436        1,366
      Amortization of mortgage discounts and loan costs                 92           62
      Loss on early extinguishment of debt                              --           57
      Casualty gain                                                     --          (65)
      Change in accounts:
        Receivables and deposits                                        40          (59)
        Other assets                                                   (46)         (31)
        Accounts payable                                               (15)          71
        Tenant security deposit liabilities                            (12)         (29)
        Accrued property taxes                                         135          179
        Due to affiliates                                              104          (81)
        Other liabilities                                              327          (21)
          Net cash provided by operating activities                  1,966        1,776

Cash flows from investing activities:
  Property improvements and replacements                              (484)      (1,047)
  Net (deposits to) withdrawals from restricted escrows                 (6)          45
  Insurance proceeds received                                           --           72
          Net cash used in investing activities                       (490)        (930)

Cash flows from financing activities:
  Payments on mortgage notes payable                                  (383)        (224)
  Proceeds from mortgage note payable                                   --       13,750
  Repayment of mortgage note payable                                    --       (5,985)
  Advances from affiliate                                               65           --
  Repayment of advances from affiliate                                (112)          --
  Loan costs paid                                                      (34)        (408)
  Distributions to partners                                           (517)      (8,127)
          Net cash used in financing activities                       (981)        (994)

Net increase (decrease) in cash and cash equivalents                   495         (148)

Cash and cash equivalents at beginning of period                       150          975

Cash and cash equivalents at end of period                          $ 645        $ 827

Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 1,395      $ 1,091

At December 31, 2001 and 2000, approximately $59,000 and $150,000, respectively,
of property  improvements  and replacements  were included in accounts  payable,
which are included in property  improvements  and  replacements  during the nine
months ended September 30, 2002 and 2001, respectively.

                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
nine month periods ended September 30, 2002, are not  necessarily  indicative of
the results that may be expected  for the fiscal year ending  December 31, 2002.
For further  information,  refer to the  consolidated  financial  statements and
footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2001.

Effective  April  1,  2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44
and 64". SFAS No. 4 "Reporting  Gains and Losses from  Extinguishment  of Debt,"
required  that all gains and losses from  extinguishment  of debt be  aggregated
and, if material,  classified as an  extraordinary  item.  SFAS No. 145 rescinds
SFAS No. 4, and accordingly, gains and losses from extinguishment of debt should
only be  classified  as  extraordinary  if they are  unusual in nature and occur
infrequently. Neither of these criteria applies to the Partnership. As a result,
the  accompanying  consolidated  statements of operations  have been restated to
reflect the loss on early  extinguishment  of debt at Deer Creek Apartments (see
"Note C") in operations rather than as an extraordinary item.

Note B - Transactions with Affiliated Parties

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

During the nine months  ended  September  30, 2002 and 2001,  affiliates  of the
Managing  General Partner were entitled to receive 5% of gross receipts from all
of the Registrant's  residential  properties for providing  property  management
services.  The Registrant  paid to such  affiliates  approximately  $278,000 and
$271,000 for the nine months ended  September  30, 2002 and 2001,  respectively,
which is included in operating expenses.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $164,000 and $310,000 for the
nine months ended September 30, 2002 and 2001,  respectively,  which is 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  $18,000 and
$174,000 for the nine months ended  September  30, 2002 and 2001,  respectively.
The construction management service fees are calculated based on a percentage of
current year additions to investment properties.

The Partnership Agreement provides for a fee equal to 10% of "Net cash flow from
operations," as defined in the Partnership  Agreement to be paid to the Managing
General Partner for executive and administrative management services. During the
nine months ended September 30, 2002 fees of approximately  $106,000 were earned
by the Managing  General  Partner and are included in "Due to affiliates" on the
accompanying  consolidated balance sheet. During the nine months ended September
30,  2001 fees of  approximately  $11,000  were earned by the  Managing  General
Partner.  During the year ended December 31, 2000, the Managing  General Partner
earned fees of approximately $100,000 of which approximately $81,000 was accrued
at December 31, 2000.  The  additional  fees due for the year ended December 31,
2000 of  approximately  $19,000  were  accrued  during  the  nine  months  ended
September 30, 2001 and included in general and administrative expense.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
loaned the Partnership funds for operating expenses at Landmark  Apartments.  At
December 31, 2001 the amount of the  outstanding  loan and accrued  interest was
approximately  $47,000.  During the nine months ended  September 30, 2002,  this
loan was repaid in full by the  Partnership.  Interest  was charged at the prime
rate plus 2%.  Interest  expense  was  approximately  $1,000 for the nine months
ended  September 30, 2002.  During the nine months ended September 30, 2002, the
Managing  General  Partner  loaned the  Partnership  approximately  $65,000  for
operating  expenses  at Deer Creek  Apartments.  This loan was  repaid  prior to
September 30, 2002.  Interest on this loan was charged at the prime rate plus 2%
and amounted to less than $1,000.  There were no loans from the Managing General
Partner or associated  interest  expenses during the nine months ended September
30, 2001.

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

In addition to reimbursement for services of affiliates, the Partnership accrued
approximately  $138,000  for loan costs  related to the  refinance of Deer Creek
Apartments  during the nine months ended September 30, 2001 which was paid to an
affiliate of the Managing  General  Partner  during the year ended  December 31,
2001.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing  General  Partner.  During the nine months ended
September  30,  2002 and 2001,  the  Partnership  was  charged  by AIMCO and its
affiliates  approximately  $76,000  and  $69,000,  respectively,  for  insurance
coverage and fees associated with policy claims administration.

Note C - Refinancing of Mortgage Note Payable

On June 27, 2001, the Partnership refinanced the mortgage encumbering Deer Creek
Apartments.  The refinancing replaced  indebtedness of approximately  $5,985,000
with a new mortgage of $13,750,000.  The new mortgage  carries a stated interest
rate of  7.43% as  compared  to the  7.33%  interest  rate on the old  mortgage.
Payments on the mortgage  loan are due monthly until the loan matures on July 1,
2021. Total capitalized loan costs were approximately  $408,000 at September 30,
2001.  These  costs  included  $138,000  in fees  paid to the  Managing  General
Partner.  The Partnership  recognized a loss on the early extinguishment of debt
of approximately $57,000 due to the write-off of unamortized loan costs.

Note D - Casualties

During the nine  months  ended  September  30,  2001,  a net  casualty  gain was
recorded at  Georgetown  Apartments.  The casualty gain related to ice damage in
January  2001.  The gain was the result of insurance  proceeds of  approximately
$28,000 less the net book value of the damaged property of approximately $3,000.

During the nine months ended  September  30, 2001,  two net casualty  gains were
recorded at Landmark Apartments.  One casualty gain related to a fire in January
2001. This gain was the result of insurance  proceeds of  approximately  $22,000
less the net book value of the damaged  property of  approximately  $2,000.  The
other casualty gain related to a fire in March 2001. This gain was the result of
insurance  proceeds  of  approximately  $22,000  less the net book  value of the
damaged property of approximately $2,000.

Note E - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its entirety through November 7, 2002 so that the parties can
have an  opportunity  to discuss  settlement.  On October  30,  2002,  the court
entered an order extending the stay in effect through January 10, 2003.

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

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

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



<PAGE>




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

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for forward-looking  statements in certain circumstances.  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. The discussions of the Registrant's business and results
of operations,  including forward-looking statements pertaining to such matters,
do not take into account the effects of any changes to the Registrant's business
and  results of  operations.  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; 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 three apartment  complexes.
The following table sets forth the average  occupancy of the properties for both
of the nine months ended September 30, 2002 and 2001:

                                         Average Occupancy
Property                                 2002        2001

Deer Creek Apartments                     96%         96%
   Plainsboro, New Jersey
Georgetown Apartments                     96%         96%
   South Bend, Indiana
Landmark Apartments                       91%         91%
   Raleigh, North Carolina

Results of Operations

The  Partnership's  net loss for the nine months  ended  September  30, 2002 was
approximately  $95,000 compared to net income of approximately  $327,000 for the
nine months ended  September 30, 2001.  The  Partnership  had a net loss for the
three month period ended September 30, 2002 of approximately  $233,000  compared
to net income of approximately $2,000 for the three month period ended September
30, 2001.  The decrease in net income for the nine months  ended  September  30,
2002 is due to an increase in total expenses  partially offset by an increase in
total revenue.  The decrease in net income for the three months ended  September
30,  2002 is due to a  decrease  in  total  revenue  and an  increase  in  total
expenses.

The  increase  in total  expenses  for the three and nine  month  periods  ended
September 30, 2002 is primarily due to increases in interest,  depreciation  and
general and  administrative  expenses partially offset by decreases in operating
and property tax expense and a loss on early  extinguishment of debt recorded in
2001. Interest expense increased due to the refinancing of Deer Creek Apartments
in June 2001, which increased the debt balance at the property,  as discussed in
"Liquidity and Capital Resources". Depreciation expense increased due to capital
improvements  completed  during  the past  twelve  months  which  are now  being
depreciated.  General and  administrative  expenses  increased  primarily due to
increased Partnership management fees earned by the Managing General Partner and
a  new  partner  tax  implemented  in  New  Jersey.   Included  in  general  and
administrative  expenses at both September 30, 2002 and 2001 are  reimbursements
to  the  Managing  General  Partner  allowed  under  the  Partnership  Agreement
associated with its management of the Partnership.  Also included in general and
administrative  expenses  are costs  associated  with the  quarterly  and annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement. Operating expense decreased primarily due
to decreases in damage  expenses due to  casualties  at Landmark and  Georgetown
Apartments in 2001 and reduced property  expenses  partially offset by insurance
proceeds  received  during 2002 for a casualty at Georgetown  Apartments  during
2001.  Property expenses  decreased due to decreased payroll and related benefit
expenses at Georgetown and Deer Creek Apartments and decreased  utility expenses
at Deer Creek and Landmark Apartments  partially offset by increased payroll and
related benefits at Landmark  Apartments.  Property tax expense decreased during
the three and nine month periods ended September 30, 2002 due to the reappraisal
of Deer Creek Apartments  during 2001. The loss on early  extinguishment of debt
during the nine months ended  September 30, 2001 relates to the  refinancing  of
the mortgage  encumbering Deer Creek in June 2001 as discussed in "Liquidity and
Capital Resources".

The increase in total  revenues for the nine months ended  September 30, 2002 is
due to an increase in rental and other income  partially offset by a decrease in
casualty  gain.  The  decrease  in total  revenues  for the three  months  ended
September  30,  2002 is due to a decrease  in rental  income  and a decrease  in
casualty gain. The increase in rental income for the nine months ended September
30, 2002 is primarily  due to an increase in average  rental rates at Deer Creek
Apartments and decreased rental  concessions and monthly  resident  discounts at
Landmark  Apartments  partially  offset by a decrease in average rental rates at
Landmark  Apartments.  The decrease in rental  income for the three months ended
September  30,  2002 is  primarily  due to  decreased  average  rental  rates at
Landmark  Apartments.  The increase in other income during the nine months ended
September 30, 2002 is primarily due to an increase in utility  reimbursements at
Deer Creek Apartments and  nonrefundable  administrative  fees at Deer Creek and
Landmark  Apartments,  partially  offset by reduced interest income due to lower
average cash balances maintained in interest bearing accounts. The casualty gain
recognized in 2001 relates to casualties  during 2001 at Georgetown and Landmark
Apartments.

During the nine months ended September 30, 2001, a casualty gain was recorded at
Georgetown Apartments.  The casualty gain related to ice damage in January 2001.
The gain was the result of insurance proceeds of approximately  $28,000 less the
net book value of the damaged property of approximately $3,000.

During the nine  months  ended  September  30,  2001,  two  casualty  gains were
recorded at Landmark Apartments.  One casualty gain related to a fire in January
2001. This gain was the result of insurance  proceeds of  approximately  $22,000
less the net book value of the damaged  property of  approximately  $2,000.  The
other casualty gain related to a fire in March 2001. This gain was the result of
insurance  proceeds  of  approximately  $22,000  less the net book  value of the
damaged property of approximately $2,000.

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  September  30,  2002,  the  Partnership  had cash and  cash  equivalents  of
approximately $645,000 compared to approximately $827,000 at September 30, 2001.
The  increase  in cash and cash  equivalents  of  approximately  $495,000  since
December  31,  2001  is due to  approximately  $1,966,000  of cash  provided  by
operating activities partially offset by approximately  $981,000 of cash used in
financing  activities  and  approximately  $490,000  of cash  used in  investing
activities.  Cash used in  financing  activities  consisted  of loan costs paid,
distributions  to the  partners,  payments of  principal  made on the  mortgages
encumbering  the  Partnership's   properties  and  repayment  of  advances  from
affiliates partially offset by advances from affiliates.  Cash used in investing
activities  consisted of property  improvements and replacements and deposits to
restricted escrow accounts  maintained by the mortgage lenders.  The Partnership
invests its working capital reserves in interest bearing accounts.

On June 27, 2001, the Partnership refinanced the mortgage encumbering Deer Creek
Apartments.  The refinancing replaced  indebtedness of approximately  $5,985,000
with a new mortgage of $13,750,000.  The new mortgage  carries a stated interest
rate of  7.43% as  compared  to the  7.33%  interest  rate on the old  mortgage.
Payments on the mortgage  loan are due monthly until the loan matures on July 1,
2021. Total capitalized loan costs were approximately  $408,000 at September 30,
2001. These costs included $138,000 in fees paid to the Managing General Partner
during the year ended  December 31, 2001. The  Partnership  recognized a loss on
the early extinguishment of debt of approximately $57,000 during the nine months
ended September 30, 2001 due to the write-off of unamortized loan costs.

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.  The  Managing
General  Partner  monitors  developments  in the  area of legal  and  regulatory
compliance and is studying new federal laws, including the Sarbanes-Oxley Act of
2002. The Sarbanes-Oxley Act of 2002 mandates or suggests additional  compliance
measures with regard to governance,  disclosure, audit and other areas. In light
of these changes,  the  Partnership  expects that it will incur higher  expenses
related  to  compliance,  including  increased  legal  and audit  fees.  Capital
improvements  planned  for each of the  Partnership's  properties  are  detailed
below.

Deer Creek

During the nine months ended  September  30,  2002,  the  Partnership  completed
approximately  $213,000 of budgeted and non-budgeted  improvements at Deer Creek
Apartments consisting primarily of clubhouse renovations,  air conditioning unit
and floor covering  replacements.  These improvements were funded from operating
cash flow.  For 2002,  the  Partnership  has  budgeted,  but is not  limited to,
capital  improvements of approximately  $131,000,  consisting primarily of floor
covering  replacements,   structural  improvements,  parking  lot  upgrades  and
appliances.  Additional  improvements  may be considered  and will depend on the
physical condition of the property as well as anticipated cash flow generated by
the property.

Georgetown

During the nine months ended  September  30,  2002,  the  Partnership  completed
approximately  $41,000  of  improvements  at  Georgetown  Apartments  consisting
primarily of office  equipment,  appliance and floor covering  replacements  and
major landscaping.  These improvements were funded from operating cash flow. For
2002, the Partnership has budgeted,  but is not limited to, capital improvements
of approximately  $67,000,  consisting primarily of appliance and floor covering
replacements.  Additional  improvements may be considered and will depend on the
physical condition of the property as well as anticipated cash flow generated by
the property.

Landmark

During the nine months ended  September  30,  2002,  the  Partnership  completed
approximately  $171,000 of budgeted and  non-budgeted  improvements  at Landmark
Apartments consisting primarily of swimming pool and plumbing upgrades and floor
covering  replacements.  These improvements were funded from operating cash flow
and replacement  reserves.  For 2002, the  Partnership has budgeted,  but is not
limited to, capital improvements of approximately $115,000, consisting primarily
of  air  conditioning   unit,   water  heater,   appliance  and  floor  covering
replacements.  Additional  improvements may be considered and will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

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

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness of approximately $24,603,000,  net of discounts, has maturity dates
ranging from October 2003 to July 2021.  The mortgage  indebtedness  encumbering
Deer Creek  Apartments of  approximately  $13,385,000 is amortized over 20 years
and matures on July 1, 2021 at which time it is scheduled to be fully amortized.
The  mortgage  indebtedness   encumbering  Georgetown  Apartments  and  Landmark
Apartments of  approximately  $11,218,000,  net of discount,  is amortized  over
periods  ranging  from 29 to 30 years with  balloon  payments  of  approximately
$11,033,000 due in 2003. The Managing  General Partner will attempt to refinance
the mortgages  encumbering  Georgetown Apartments and Landmark Apartments and/or
sell the properties  prior to such maturity  date. If the  properties  cannot be
refinanced or sold for a sufficient amount, the Partnership may risk losing such
properties through foreclosure.

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2002 and 2001 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                       Nine Months      Per Limited      Nine Months       Per Limited
                          Ended         Partnership         Ended          Partnership
                   September 30, 2002      Unit       September 30, 2001      Unit

<S>                       <C>             <C>               <C>              <C>
Operations                $ 517           $ 5.13            $ 857            $ 8.50
Refinancing (1)              --               --             7,270            72.13
                          $ 517           $ 5.13            $8,127           $80.63
</TABLE>

(1) Distributions from the refinancing of Deer Creek Apartments during 2001.

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

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 61,654 limited partnership units in
the Partnership  representing  61.79% of the outstanding  units at September 30,
2002. 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 of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Managing  General  Partner.  As a result of its  ownership of 61.79% of the
outstanding  units,  AIMCO is in a position to control all voting decisions with
respect to the Registrant.  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

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  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 an impairment in 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 will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

ITEM 3.     CONTROLS AND PROCEDURES

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, within 90 days of
the filing date of this quarterly  report,  evaluated the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules  (13a-14(c)  and  (15d-14(c))  and have  determined  that such  disclosure
controls and procedures are adequate.  There have been no significant changes in
the Partnership's internal controls or in other factors that could significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.



<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its entirety through November 7, 2002 so that the parties can
have an  opportunity  to discuss  settlement.  On October  30,  2002,  the court
entered an order extending the stay in effect through January 10, 2003.

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

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

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

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

                  Exhibit 99, Certification of Chief Executive Officer and Chief
                  Financial Officer.

            b) Reports on Form 8-K filed during the quarter ended  September 30,
               2002:

                  None.


<PAGE>




                                   SIGNATURES



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



                                    ANGELES INCOME PROPERTIES, LTD. II


                                    By:   Angeles Realty Corporation II
                                          Managing General Partner


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


                                    By:   /s/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: November 14, 2002



<PAGE>



                                  CERTIFICATION


I, Patrick J. Foye, 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  quarterly  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 quarterly
report;


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 13, 2002

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive  Vice  President of Angeles Realty
                                    Corporation  II,  equivalent  of  the  chief
                                    executive officer of the Partnership


<PAGE>



                                  CERTIFICATION


I, Paul J. McAuliffe, 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  quarterly  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 quarterly
report;


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 13, 2002

                                    /s/Paul J. McAuliffe
                                    Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer of Angeles  Realty  Corporation  II,
                                    equivalent of the chief financial officer of
                                    the Partnership



<PAGE>


Exhibit 99


                          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
September 30, 2002 as filed with the Securities  and Exchange  Commission on the
date hereof (the  "Report"),  Patrick J. Foye,  as the  equivalent  of the chief
executive officer of the Partnership,  and Paul J. McAuliffe,  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/ Patrick J. Foye
                              Name: Patrick J. Foye
                              Date: November 13, 2002


                              /s/ Paul J. McAuliffe
                             Name: Paul J. McAuliffe
                             Date: November 13, 2002


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