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



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


                                   Form 10-QSB


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


              For the quarterly period ended September 30, 2001


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


             For the transition period from _________to _________

                         Commission file number 0-11767


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



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

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


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



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


<PAGE>



                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS


a)

                      ANGELES INCOME PROPERTIES, LTD. II

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

                               September 30, 2001

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   827
   Receivables and deposits                                                      387
   Restricted escrows                                                             98
   Other assets                                                                  575
   Investment properties:
      Land                                                    $ 1,984
      Buildings and related personal property                   32,586
                                                                34,570
      Less accumulated depreciation                            (25,649)        8,921
                                                                            $ 10,808

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 175
   Tenant security deposit liabilities                                           261
   Accrued property taxes                                                        292
   Other liabilities                                                             275
   Mortgage notes payable                                                     25,101

Partners' Deficit
   General partners                                            $ (592)
   Limited partners (99,784 units issued and
      outstanding)                                             (14,704)      (15,296)
                                                                            $ 10,808

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

b)

                      ANGELES INCOME PROPERTIES, LTD. II

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

<TABLE>
<CAPTION>

                                                 Three Months Ended      Nine Months Ended
                                                   September 30,           September 30,
                                                  2001       2000        2001        2000
Revenues:
<S>                                             <C>         <C>         <C>         <C>
  Rental income                                 $ 1,702     $ 1,628     $ 5,084     $ 4,843
  Other income                                      121          97         325         341
  Casualty gains                                     40          --          65          --
        Total revenues                            1,863       1,725       5,474       5,184

Expenses:
  Operating                                         646         600       1,719       1,676
  General and administrative                         77         163         249         325
  Depreciation                                      454         433       1,366       1,299
  Interest                                          493         357       1,200       1,043
  Property taxes                                    191         154         556         401
        Total expenses                            1,861       1,707       5,090       4,744

Income from continuing operations                     2          18         384         440
(Loss) income from discontinued operation            --          (2)         --         114
Gain on sale of discontinued operation               --          --          --       2,060

Income before extraordinary item                      2          16         384       2,614
Extraordinary loss on early extinguishment
  of debt                                            --          --         (57)         --

 Net income                                       $ 2        $ 16        $ 327      $ 2,614

Net income allocated to general partners          $ --       $ --         $ 3        $ 112
Net income allocated to limited partners              2          16         324       2,502

                                                  $ 2        $ 16        $ 327      $ 2,614
Per limited partnership unit:
  Income before discontinued operation and
   extraordinary item                            $ 0.02     $ 0.18      $ 3.81      $ 4.36
  (Loss) income from discontinued operation          --       (0.02)         --        1.13
  Gain on sale of discontinued operation             --          --          --       19.58
  Extraordinary loss on early extinguishment
   of debt                                           --          --       (0.56)         --

Net income                                       $ 0.02     $ 0.16      $ 3.25      $ 25.07

Distributions per limited partnership unit      $ 72.13      $ --       $ 80.63     $ 51.19

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

c)

                      ANGELES INCOME PROPERTIES, LTD. II

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

                                       Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners      Total

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

Partners' deficit at
   December 31, 2000                    99,784        $ (514)    $ (6,982)   $ (7,496)

Distributions to partners                   --           (81)      (8,046)     (8,127)

Net income for the nine months
   ended September 30, 2001                 --             3          324         327

Partners' deficit at
   September 30, 2001                   99,784        $ (592)    $(14,704)   $(15,296)

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

d)
                      ANGELES INCOME PROPERTIES, LTD. II

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

                                                                    Nine Months Ended
                                                                      September 30,
                                                                    2001         2000
Cash flows from operating activities:
<S>                                                                 <C>         <C>
  Net income                                                        $ 327       $ 2,614
  Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation                                                   1,366        1,299
      Amortization of discounts, loan costs and lease
        commissions                                                     62           65
      Gain on sale of discontinued operation                            --       (2,060)
      Extraordinary loss on early extinguishment of debt                57           --
      Casualty gains                                                   (65)          --
      Change in accounts:
        Receivables and deposits                                       (59)        (212)
        Other assets                                                   (31)         157
        Accounts payable                                                71           10
        Tenant security deposit liabilities                            (29)          (6)
        Accrued property taxes                                         179          114
        Due to affiliates                                              (81)        (158)
        Other liabilities                                              (21)        (227)
          Net cash provided by operating activities                  1,776        1,596

Cash flows from investing activities:
  Property improvements and replacements                            (1,047)      (1,183)
  Net withdrawals from restricted escrows                               45          201
  Net proceeds from sale of discontinued operation                      --        2,746
  Insurance proceeds received                                           72           --
          Net cash (used in) provided by investing activities         (930)       1,764

Cash flows from financing activities:
  Payments on mortgage notes payable                                  (224)        (180)
  Advance from affiliate                                                --          265
  Distributions to partners                                         (8,127)      (6,746)
  Proceeds from mortgage note payable                               13,750           --
  Repayment of mortgage note payable                                (5,985)          --
  Loan costs paid                                                     (408)          --
          Net cash used in financing activities                       (994)      (6,661)

Net decrease in cash and cash equivalents                             (148)      (3,301)

Cash and cash equivalents at beginning of period                       975        4,229

Cash and cash equivalents at end of period                          $ 827        $ 928

Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 1,091       $ 996

At  December  31,  2000  and  1999,   approximately   $150,000   and   $157,000,
respectively,  of  property  improvements  and  replacements  were  included  in
accounts payable.

Distributions to partners of approximately  $1,500,000 were declared at December
31, 1999 and paid in January 2000.

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

e)

                       ANGELES INCOME PROPERTIES, LTD. II

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying  unaudited  consolidated financial statements of Angeles Income
Properties,  Ltd. II (the  "Partnership" or "Registrant")  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the  opinion of Angeles  Realty  Corporation  II (the
"Managing  General  Partner") 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, 2001,
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal year ending  December 31,  2001.  For further  information,  refer to the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Partnership's Annual Report on Form 10-KSB for the year ended December 31, 2000.
The  Managing  General  Partner is an  affiliate  of  Apartment  Investment  and
Management Company ("AIMCO"), a publicly traded real estate investment trust.

Principles of Consolidation

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

Note B - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and  reimbursement  of certain  expenses  incurred by
affiliates on behalf of the  Partnership.  The  following  payments were paid or
accrued to the Managing  General  Partner and affiliates  during the nine months
ended September 30, 2001 and 2000:

                                                              2001       2000
                                                              (in thousands)
   Property management fees (included in
     operating expenses)                                     $ 271      $ 255
   Reimbursement for services of affiliates
     (included in operating expense, general and
     administrative expense and investment properties)         310        153
   Disposition fee (included in general partner
     distribution)                                              --         86
   Refinancing fee (included in other assets)                  138         --
   Due to affiliate                                             11        335

During the nine months  ended  September  30, 2001 and 2000,  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  $271,000 and
$255,000 for the nine months ended September 30, 2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $310,000 and
$153,000 for the nine months ended  September  30, 2001 and 2000,  respectively.
Included in the total is  approximately  $174,000  and  $21,000 in  construction
service  reimbursements  for the nine months ended  September 30, 2001 and 2000,
respectively.

The Partnership Agreement provides for a fee equal to 10% of "Net cash flow from
operations," as defined in the Partnership  Agreement to be paid to the Managing
General Partner for executive and administrative  management  services.  The fee
earned was approximately $11,000 and $70,000 for the nine months ended September
30, 2001 and 2000, respectively.

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 September 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 paid a
commission  to an  affiliate of the Managing  General  Partner of  approximately
$138,000  related  to the  refinance  of Deer Creek  Apartments  during the nine
months ended September 30, 2001.  These costs were  capitalized and are included
in other assets on the consolidated balance sheet.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  currently own 59,012 limited partnership
units  in the  Partnership  representing  59.14%  of the  outstanding  units  at
September  30,  2001. A number of these units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates  will  acquire  additional  limited  partnership   interests  in  the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO either through private  purchases or tender offers.  Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety  of matters  which  would  include  voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  59.14%  of the
outstanding  units,  AIMCO is in a position to control all voting decisions with
respect to the Registrant. When voting on matters, AIMCO would in all likelihood
vote the Units it acquired in a manner favorable to the interest of the Managing
General Partner because of its affiliation with the Managing General Partner.

Note C - Sale of Discontinued Operation

In March 2000, Atlanta Crossing Shopping Center, located in Montgomery, Alabama,
was sold to an  unaffiliated  party for  $2,875,000.  After  payment  of closing
expenses,  the net sales proceeds received by the Partnership were approximately
$2,746,000.  The sale resulted in a gain of approximately $2,060,000,  which was
recognized during the nine months ended September 30, 2000.

Atlanta Crossing  Shopping Center was the only commercial  property owned by the
Partnership and represented one segment of the Partnership's operations.  Due to
the sale of this property, the results of the commercial segment have been shown
as (loss) income from  discontinued  operation on the consolidated  statement of
operations.  Revenues of this property were approximately  $193,000 for the nine
months ended September 30, 2000. (Loss) income from operations was approximately
($2,000) and $114,000  for the three and nine months ended  September  30, 2000,
respectively.

Note D - Distributions

During the nine months ended  September 30, 2001, the  Partnership  declared and
paid distributions of approximately $8,127,000  (approximately $8,046,000 to the
limited partners or $80.63 per limited  partnership unit) of which approximately
$857,000  (approximately  $848,000 to the limited  partners or $8.50 per limited
partnership   unit)   was   from   operations   and   approximately   $7,270,000
(approximately  $7,198,000  to  the  limited  partners  or  $72.13  per  limited
partnership  unit)  was  from  proceeds  of  the  refinancing  of  the  mortgage
encumbering  Deer Creek  Apartments.  Subsequent  to  September  30,  2001,  the
Partnership   declared  and  paid  a  distribution  of  approximately   $553,000
(approximately $547,000 to the limited partners or $5.48 per limited partnership
unit) of which  approximately  $445,000  (approximately  $440,000 to the limited
partners  or  $4.41  per  limited  partnership  unit)  was from  operations  and
approximately $108,000  (approximately $107,000 to the limited partners or $1.07
per limited  partnership  unit) was from proceeds of the refinance of Deer Creek
Apartments.  During the nine months ended  September 30, 2000,  the  Partnership
paid  a  distribution  that  was  accrued  in  December  1999  of  approximately
$1,500,000 of which approximately  $1,074,000  (approximately  $1,063,000 to the
limited partners or $10.65 per limited partnership unit) was from operations and
approximately $426,000  (approximately $422,000 to the limited partners or $4.23
per  limited  partnership  unit) was from  proceeds  from the sale of  Princeton
Meadows Golf Course  Joint  Venture  during  1999.  During the nine months ended
September  30,  2000,  the  Partnership   declared  and  paid  distributions  of
approximately  $5,246,000  (approximately  $5,108,000 to the limited partners or
$51.19  per  limited  partnership  unit)  of  which   approximately   $2,500,000
(approximately  $2,476,000  to  the  limited  partners  or  $24.81  per  limited
partnership unit) is from operations and approximately $2,746,000 (approximately
$2,632,000 to the limited  partners or $26.38 per limited  partnership  unit) is
from proceeds of the sale of Atlanta Crossing  Shopping Center.  Pursuant to the
Partnership  Agreement,  the  Partnership  accrued  and 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. This distribution was paid
during the third quarter of 2000. If the limited  partners have not received the
required returns when the Partnership  terminates,  the Managing General Partner
will return this amount to the Partnership.

Note E - 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.  These costs
included $138,000 in fees paid to the Managing General Partner.  The Partnership
recognized  an  extraordinary  loss  on the  early  extinguishment  of  debt  of
approximately $57,000 due to the write-off of unamortized loan costs.

Note F - 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
$29,000 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 G - Segment Reporting

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

Measurement  of segment profit or loss: The  Partnership  evaluates  performance
based on segment profit (loss) before  depreciation.  The accounting policies of
the reportable segments are the same as those of the Partnership as described in
the  Partnership's  Annual Report on Form 10-KSB for the year ended December 31,
2000.

Factors  management used to identify the enterprise's  reportable  segment:  The
Partnership's reportable segments are investment properties that offer different
products and  services.  The  reportable  segments  are each managed  separately
because they provide  distinct  services  with  different  types of products and
customers.

Segment  information  for the three and nine month periods  ended  September 30,
2001 and 2000 is shown in the tables below (in  thousands).  The "Other"  column
includes  Partnership  administration  related  items and income and expense not
allocated to the reportable segments.

          Three Months Ended
          September 30, 2001             Residential      Other       Totals

Rental income                              $ 1,702        $   --     $ 1,702
Other income                                   114             7         121
Casualty gain                                   40            --          40
Interest expense                               493            --         493
Depreciation                                   454            --         454
General and administrative expense              --            77          77
Segment profit (loss)                           72           (70)          2

           Nine Months Ended
          September 30, 2001             Residential     Other       Totals

Rental income                              $ 5,084        $  --      $ 5,084
Other income                                   314           11          325
Casualty gain                                   65           --           65
Interest expense                             1,200           --        1,200
Depreciation                                 1,366           --        1,366
General and administrative
  expense                                       --          249          249
Extraordinary loss on early
  extinguishment of debt                       (57)          --          (57)
Segment profit (loss)                          565         (238)         327
Total assets                                10,723           85       10,808
Capital expenditures for
  investment properties                        897           --          897

<TABLE>
<CAPTION>

      Three Months Ended
      September 30, 2000         Residential    Commercial       Other       Totals
                                              (discontinued)
<S>                                <C>             <C>             <C>       <C>
Rental income                      $ 1,628         $   --          $ --      $ 1,628
Other income                            94             --             3           97
Interest expense                       357             --            --          357
Depreciation                           433             --            --          433
General and administrative
  expense                               --             --           163          163
Loss from discontinued
  operation                             --             (2)           --           (2)
Segment profit (loss)                  178             (2)         (160)          16

       Nine Months Ended
      September 30, 2000         Residential    Commercial       Other       Totals
                                              (discontinued)
Rental income                      $ 4,843         $   --          $ --      $ 4,843
Other income                           296             --            45          341
Interest expense                     1,043             --            --        1,043
Depreciation                         1,299             --            --        1,299
General and administrative
  expense                               --             --           325          325
Income from discontinued
  operation                             --            114            --          114
Gain on sale of discontinued
  operation                             --          2,060            --        2,060
Segment profit (loss)                  720          2,174          (280)       2,614
Total assets                        11,223             --           183       11,406
Capital expenditures for
  investment properties              1,020              6            --        1,026
</TABLE>

Note H - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (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  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, together with a demurrer filed
by other  defendants,  is currently  scheduled to be heard on November 15, 2001.
The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint.  The matters are currently  scheduled to be heard
on November 15, 2001.

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.


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

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

The Partnership's  investment  properties consist of three apartment  complexes.
The following table sets forth the average  occupancy of the properties for both
of the nine months ended September 30, 2001 and 2000:

                                         Average Occupancy
Property                                 2001        2000

Deer Creek Apartments                     96%         98%
   Plainsboro, New Jersey
Georgetown Apartments                     96%         96%
   South Bend, Indiana
Landmark Apartments                       91%         89%
   Raleigh, North Carolina

Results of Operations

The  Partnership's  net income for the nine months ended  September 30, 2001 was
approximately $327,000 compared to approximately  $2,614,000 for the nine months
ended  September  30,  2000.  The  Partnership's  net income for the three month
period  ended   September  30,  2001  was   approximately   $2,000  compared  to
approximately  $16,000 for the three month period ended  September 30, 2000. The
decrease in net income for the nine month  period  ended  September  30, 2001 is
primarily  attributable to the sale of Atlanta Crossing Shopping Center in March
2000  (see  discussion  below)  offset  by the  extraordinary  loss on the early
extinguishment  of debt  recognized  in 2001.  The  extraordinary  loss on early
extinguishment  of debt relates to the  refinancing of the mortgage  encumbering
Deer Creek Apartments (see discussion in "Liquidity and Capital Resources").

Excluding  the  operations  and  sale  of the  discontinued  operation  and  the
extraordinary  loss on the early  extinguishment  of debt, the  Partnership  had
income from continuing operations of approximately  $384,000 for the nine months
ended September 30, 2001, compared to approximately $440,000 for the nine months
ended  September  30,  2000.   Excluding  the  operations  of  the  discontinued
operation,   the   Partnership   had  income  from   continuing   operations  of
approximately  $2,000 for the three  month  period  ended  September  30,  2001,
compared to approximately $18,000 for the three month period ended September 30,
2000. Net income remained  comparable for the three and nine month periods ended
September 30, 2001 due to an increase in total revenues  partially  offset by an
increase in total expenses.

The increase in total  revenues for the nine month  period ended  September  30,
2001 is due to an increase in rental  income and the casualty gain at Georgetown
Apartments  due to an ice  storm  in  January  2001  and the  casualty  gains at
Landmark  Apartments  due to fires in  January  2001 and March  2001  which were
partially  offset by a decrease in other income.  The increase in total revenues
for the three month  period  ended  September  30, 2001 is due to an increase in
rental  income and other income and the casualty  gains  recognized in the third
quarter upon receipt of insurance proceeds. The increase in rental income is the
result of increased average rental rates at all of the Partnership's  properties
and an increase in occupancy at Landmark  Apartments  which was partially offset
by a decrease in  occupancy at Deer Creek  Apartments  and an increase in rental
concessions  and  military  discounts  primarily  at  Landmark  Apartments.  The
decrease  in other  income  for the nine  months  ended  September  30,  2001 is
primarily  due to a  decrease  in  interest  income as a result of a lower  cash
balance in interest bearing accounts,  which was partially offset by an increase
in tenant reimbursements at all of the Partnership's properties. The increase in
other income for the three month period  ended  September  30, 2001 is primarily
due to an  increase  in  tenant  reimbursements  at  all  of  the  Partnership's
properties.

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
$29,000 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.

Total  expenses  increased for the three and nine month periods ended  September
30, 2001 due to increases in depreciation,  interest,  and property tax expenses
partially  offset  by  a  decrease  in  general  and  administrative   expenses.
Depreciation  expense  increased  for the three  and nine  month  periods  ended
September 30, 2001 due to capital improvements  completed during the past twelve
months.  Interest  expense  increased for the three and nine month periods ended
September 30, 2001 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.  Property tax expense increased for the three and nine month
periods  ended  September  30,  2001 due to an  increase in the tax rate at Deer
Creek  Apartments  and the  timing of the  receipt  of tax  bills at  Georgetown
Apartments. General and administrative expenses decreased for the three and nine
month  periods  ended  September  30,  2001  due to a  decrease  in  Partnership
management fees accrued at September 30, 2001, a decrease in  professional  fees
associated with the  administration of the Partnership,  and a decrease in legal
expenses.  Included in general and administrative expenses at both September 30,
2001 and 2000 are  reimbursements  to the Managing General Partner allowed under
the Partnership  Agreement  associated  with its management of the  Partnership.
Costs associated with the quarterly and annual communications with investors and
regulatory  agencies and the annual audit required by the Partnership  Agreement
are also included.

In March 2000, Atlanta Crossing Shopping Center, located in Montgomery, Alabama,
was sold to an  unaffiliated  party for  $2,875,000.  After  payment  of closing
expenses,  the net sales proceeds received by the Partnership were approximately
$2,746,000.  The sale resulted in a gain of approximately $2,060,000,  which was
recognized during the nine months ended September 30, 2000.

Atlanta Crossing  Shopping Center was the only commercial  property owned by the
Partnership and represented one segment of the Partnership's operations.  Due to
the sale of this property, the results of the commercial segment have been shown
as (loss) income from  discontinued  operation on the consolidated  statement of
operations.  Revenues of this property were approximately  $193,000 for the nine
months ended September 30, 2000. (Loss) income from operations was approximately
($2,000) and $114,000  for the three and nine months ended  September  30, 2000,
respectively.

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,  2001,  the  Partnership  had cash and  cash  equivalents  of
approximately $827,000 compared to approximately $928,000 at September 30, 2000.
The  decrease  in cash and cash  equivalents  of  approximately  $148,000  since
December  31, 2000 is due to  approximately  $994,000 of cash used in  financing
activities  and  approximately  $930,000  of cash used in  investing  activities
partially  offset by  approximately  $1,776,000  of cash  provided by  operating
activities.  Cash used in  financing  activities  consisted  of repayment of the
mortgage  encumbering Deer Creek Apartments,  loan costs paid,  distributions to
the partners,  and payments of principal made on the mortgages  encumbering  the
Partnership's   properties  partially  offset  by  proceeds  received  from  the
refinancing  of  Deer  Creek  Apartments.  Cash  used  in  investing  activities
consisted of property  improvements  and  replacements  partially  offset by net
withdrawals  from  escrow  accounts  maintained  by  the  mortgage  lenders  and
insurance  proceeds  received.  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.  These costs
included $138,000 in fees paid to the Managing General Partner.  The Partnership
recognized  an  extraordinary  loss  on the  early  extinguishment  of  debt  of
approximately $57,000 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.   Capital
improvements planned for each of the Registrant's properties are detailed below.

Deer Creek

During  the  nine  months  ended  September  30,  2001,  the  Partnership  spent
approximately  $570,000  on capital  improvements  consisting  primarily  of air
conditioning unit  replacements,  swimming pool  improvements,  carpet and vinyl
replacements,    maintenance   equipment,   water   submetering,   and   cabinet
replacements.  These  improvements  were funded from  Partnership  reserves  and
operating cash flow. The Partnership has evaluated the capital improvement needs
of the  property  for the  year  2001.  The  amount  budgeted  is  approximately
$1,029,000, consisting primarily of cabinets, appliances, and water submetering.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Georgetown

During  the  nine  months  ended  September  30,  2001,  the  Partnership  spent
approximately   $184,000  on  budgeted  and  non-budgeted  capital  improvements
consisting primarily of buildings,  appliances,  and carpet replacements.  These
improvements  were funded from Partnership  reserves,  insurance  proceeds,  and
operating cash flow. The Partnership has evaluated the capital improvement needs
of the  property  for the  year  2001.  The  amount  budgeted  is  approximately
$159,000, consisting primarily of carpet and vinyl replacements, appliances, and
structural  improvements.  Additional  improvements  may be considered  and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property. Landmark

During  the  nine  months  ended  September  30,  2001,  the  Partnership  spent
approximately   $143,000  on  budgeted  and  non-budgeted  capital  improvements
consisting  primarily  of  buildings,  structural  improvements,   water  heater
replacements,  countertop replacements, and carpet and vinyl replacements. These
improvements  were funded from  Partnership  reserves,  operating  cash flow and
insurance proceeds.  The Partnership has evaluated the capital improvement needs
of the property for the year 2001. The amount budgeted is approximately $99,000,
consisting  primarily of air conditioning  unit  replacements,  carpet and vinyl
replacement,   window   treatments,   cabinets,   and   appliances.   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  encumbering Deer Creek Apartments of $13,700,000 is amortized over
20 years  and  matures  July 1,  2021.  The  mortgage  indebtedness  encumbering
Georgetown Apartments and Landmark Apartments of approximately $11,401,000,  net
of discount,  is amortized over periods ranging from 29 to 30 years with balloon
payments due in 2003. The Managing General Partner will attempt to refinance the
mortgages  encumbering  Georgetown and Landmark and/or sell the properties prior
to such  maturity  date.  If the  properties  cannot be refinanced or sold for a
sufficient  amount,  the  Partnership  may risk losing such  properties  through
foreclosure.

During the nine months ended  September 30, 2001, the  Partnership  declared and
paid distributions of approximately $8,127,000  (approximately $8,046,000 to the
limited partners or $80.63 per limited  partnership unit) of which approximately
$857,000  (approximately  $848,000 to the limited  partners or $8.50 per limited
partnership   unit)   was   from   operations   and   approximately   $7,270,000
(approximately  $7,198,000  to  the  limited  partners  or  $72.13  per  limited
partnership  unit)  was  from  proceeds  of  the  refinancing  of  the  mortgage
encumbering  Deer Creek  Apartments.  Subsequent  to  September  30,  2001,  the
Partnership   declared  and  paid  a  distribution  of  approximately   $553,000
(approximately $547,000 to the limited partners or $5.48 per limited partnership
unit) of which  approximately  $445,000  (approximately  $440,000 to the limited
partners  or  $4.41  per  limited  partnership  unit)  was from  operations  and
approximately $108,000  (approximately $107,000 to the limited partners or $1.07
per limited  partnership  unit) was from proceeds of the refinance of Deer Creek
Apartments.  During the nine months ended  September 30, 2000,  the  Partnership
paid  a  distribution  that  was  accrued  in  December  1999  of  approximately
$1,500,000 of which approximately  $1,074,000  (approximately  $1,063,000 to the
limited partners or $10.65 per limited partnership unit) was from operations and
approximately $426,000  (approximately $422,000 to the limited partners or $4.23
per  limited  partnership  unit) was from  proceeds  from the sale of  Princeton
Meadows Golf Course  Joint  Venture  during  1999.  During the nine months ended
September  30,  2000,  the  Partnership   declared  and  paid  distributions  of
approximately  $5,246,000  (approximately  $5,108,000 to the limited partners or
$51.19  per  limited  partnership  unit)  of  which   approximately   $2,500,000
(approximately  $2,476,000  to  the  limited  partners  or  $24.81  per  limited
partnership unit) is from operations and approximately $2,746,000 (approximately
$2,632,000 to the limited  partners or $26.38 per limited  partnership  unit) is
from proceeds of the sale of Atlanta Crossing  Shopping Center.  Pursuant to the
Partnership  Agreement,  the  Partnership  accrued  and 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. This distribution was paid
during the third quarter of 2000. If the limited  partners have not received the
required returns when the Partnership  terminates,  the Managing General Partner
will return  this amount to the  Partnership.  Future  cash  distributions  will
depend on the levels of cash generated from operations, the availability of cash
reserves and the timing of debt maturities, refinancings, and/or property sales.
The Partnership's  distribution policy is reviewed on a 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 2001  or  subsequent
periods.   In  addition,   the   Partnership   may  be  restricted  from  making
distributions by the requirement to deposit in the reserve account maintained by
the mortgage lender for Georgetown Apartments a minimum of $200 and a maximum of
$400 per apartment  unit for a total of $40,000 to $80,000.  As of September 30,
2001, the reserve account totaled approximately $78,000.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  currently own 59,012 limited partnership
units  in the  Partnership  representing  59.14%  of the  outstanding  units  at
September  30,  2001. A number of these units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates  will  acquire  additional  limited  partnership   interests  in  the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO either through private  purchases or tender offers.  Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety  of matters  which  would  include  voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  59.14%  of the
outstanding  units,  AIMCO is in a position to control all voting decisions with
respect to the Registrant. When voting on matters, AIMCO would in all likelihood
vote the Units it acquired in a manner favorable to the interest of the Managing
General Partner because of its affiliation with the Managing General Partner.

<PAGE>
                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition of interests in certain  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, together with a demurrer filed
by other  defendants,  is currently  scheduled to be heard on November 15, 2001.
The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint.  The matters are currently  scheduled to be heard
on November 15, 2001.

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

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  None.

            b)    Reports on Form 8-K filed during the quarter  ended  September
                  30, 2001:

                  None.


<PAGE>




                                   SIGNATURES



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



                                    ANGELES INCOME PROPERTIES, LTD. II


                                    By:   Angeles Realty Corporation II
                                          Managing General Partner


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


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


                                    Date: