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, 2000


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


                For the transition period from _________to _________

                         Commission file number 0-11767


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


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

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


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



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


<PAGE>



                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS


a)

                         ANGELES INCOME PROPERTIES, LTD. II

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

                               September 30, 2000


<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   928
   Receivables and deposits                                                      562
   Restricted escrows                                                            114
   Other assets                                                                  289
   Investment in joint venture                                                     2
   Investment properties:
      Land                                                    $  1,984
      Buildings and related personal property                   31,424
                                                                33,408
      Less accumulated depreciation                            (23,897)        9,511
                                                                            $ 11,406

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $   98
   Tenant security deposit liabilities                                           283
   Accrued property taxes                                                        253
   Other liabilities                                                             215
   Due to affiliates                                                             335
   Mortgage notes payable                                                     17,612

Partners' Deficit
   General partners                                            $  (513)
   Limited partners (99,784 units issued and
      outstanding)                                              (6,877)       (7,390)
                                                                            $ 11,406
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements


<PAGE>

b)

                         ANGELES INCOME PROPERTIES, LTD. II

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                          (in thousands, except unit data)
<TABLE>
<CAPTION>

                                                 Three Months Ended      Nine Months Ended
                                                   September 30,           September 30,
                                                  2000       1999        2000        1999
Revenues:                                                 (Restated)              (Restated)
<S>                                             <C>         <C>         <C>         <C>
  Rental income                                 $ 1,628     $ 1,605     $ 4,843     $ 4,747
  Other income                                       97          97         341         305
        Total revenues                            1,725       1,702       5,184       5,052

Expenses:
  Operating                                         600         478       1,676       1,539
  General and administrative                        163          83         325         232
  Depreciation                                      433         400       1,299       1,181
  Interest                                          357         355       1,043       1,069
  Property taxes                                    154         135         401         416
        Total expenses                            1,707       1,451       4,744       4,437

Income before equity in (loss) income of
  joint venture, discontinued operation,
  and extraordinary item                             18         251         440         615
Equity in (loss) income of joint venture             --          (3)         --         424

Income before discontinued operation and
  extraordinary item                                 18         248         440       1,039
(Loss) income from discontinued operation            (2)         65         114         115
Gain on sale of discontinued operation               --          --       2,060          --
Income before extraordinary item                     16         313       2,614       1,154
Equity in extraordinary loss on early
  extinguishment of debt of joint venture            --          --          --          (1)

 Net income                                       $  16       $ 313     $ 2,614     $ 1,153

Net income allocated to general partners             --           3         112          12
Net income allocated to limited partners             16         310       2,502       1,141

                                                  $  16       $ 313     $ 2,614     $ 1,153
Per limited partnership unit:
  Income before discontinued operation
   and extraordinary item                        $ 0.18     $  2.46      $ 4.36     $ 10.30
  (Loss) income from discontinued operation       (0.02)       0.65        1.13        1.14
  Gain on sale of discontinued operation             --          --       19.58          --
  Extraordinary item                                 --          --          --       (0.01)

Net income                                       $ 0.16     $ 3.11      $ 25.07     $ 11.43

Distributions per limited partnership unit        $  --     $ 6.95      $ 51.19     $  6.95
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements


<PAGE>


c)

                         ANGELES INCOME PROPERTIES, LTD. II

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


<TABLE>
<CAPTION>

                                      Limited
                                     Partnership     General     Limited
                                        Units        Partners    Partners     Total

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

Partners' deficit at
   December 31, 1999                    99,784        $ (487)     $(4,271)   $(4,758)

Distributions to partners                   --          (138)      (5,108)    (5,246)

Net income for the nine months
   ended September 30, 2000                 --           112        2,502      2,614

Partners' deficit at
   September 30, 2000                   99,784        $ (513)     $(6,877)   $(7,390)
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements


<PAGE>



d)
                         ANGELES INCOME PROPERTIES, LTD. II

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

                                                                 Nine Months Ended
                                                                   September 30,
                                                                  2000        1999
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net income                                                    $ 2,614      $ 1,153
  Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation                                                1,299        1,288
      Amortization of discounts, loan costs and lease
        commissions                                                  65           74
      Bad debt expense, net                                          --           53
      Equity in income of joint venture                              --         (424)
      Equity in extraordinary loss on early extinguishment
        of debt of joint venture                                     --            1
      Loss on disposal of property                                   --           35
      Gain on sale of investment property                        (2,060)          --
      Change in accounts:
        Receivables and deposits                                   (212)         (27)
        Other assets                                                157          (38)
        Accounts payable                                             10          (60)
        Tenant security deposit liabilities                          (6)          19
        Accrued property taxes                                      114           57
        Due to affiliates                                          (158)          --
        Other liabilities                                          (227)         (47)

          Net cash provided by operating activities               1,596        2,084

Cash flows from investing activities:
  Property improvements and replacements                         (1,183)        (428)
  Net withdrawals from restricted escrows                           201          583
  Proceeds from sale of investment property                       2,746           --
  Distributions from joint venture                                   --          380
  Repayment of advances to joint venture                             --           46

          Net cash provided by investing activities               1,764          581

Cash flows from financing activities:
  Payments on mortgage notes payable                               (180)        (167)
  Advance from affiliate                                            265           --
  Distributions to partners                                      (6,746)        (700)

          Net cash used in financing activities                  (6,661)        (867)

Net (decrease) increase in cash and cash equivalents             (3,301)       1,798

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

Cash and cash equivalents at end of period                       $  928      $ 3,861

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $  996      $ 1,010
</TABLE>

At December  31,  1999,  approximately  $157,000 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

<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, 2000,
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal year ending  December 31,  2000.  For further  information,  refer to the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1999.

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

Principles of Consolidation

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

Note B - Transfer of Control

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

Note C - Investment in Joint Venture

The  Partnership  has a 14.4%  investment  in  Princeton  Meadows Golf Course JV
("Joint  Venture").  On  February  26,  1999,  the Joint  Venture  sold its only
investment  property,  Princeton Meadows Golf Course,  to an unaffiliated  third
party.  The sale  resulted in net  proceeds of  approximately  $3,411,000  after
payment of  closing  costs and  repayment  of  mortgage  principal  and  accrued
interest. As of September 30, 1999, the Joint Venture recorded a gain on sale of
approximately  $3,088,000 after the write-off of undepreciated  fixed assets. In
connection with the sale, a commission of approximately $153,000 was paid to the
Joint  Venture's  managing  general partner in accordance with the Joint Venture
Agreement.  The Partnership's  1999 pro-rata share of this gain at September 30,
1999 was  approximately  $445,000  and its equity in loss on  operations  of the
Joint Venture at September 30, 1999 amounted to approximately $21,000. The Joint
Venture also recognized an extraordinary loss on early extinguishment of debt of
approximately  $7,000 as a result of  unamortized  loan costs being written off.
The  Partnership's  pro-rata share of this  extraordinary  loss is approximately
$1,000.

Condensed  balance sheet information of the Joint Venture at September 30, 2000,
is as follows (in thousands):

      Assets
      Cash                                                $ 16
         Total                                            $ 16

      Liabilities and Partners' Capital
      Other Liabilities                                   $  6
      Partners' capital                                     10
         Total                                            $ 16

The  condensed  statement of  operations  of the Joint Venture for the three and
nine months ended September 30, 1999 is summarized as follows (in thousands):
<TABLE>
<CAPTION>

                                            Three Months Ended     Nine Months Ended
                                            September 30, 1999    September 30, 1999

<S>                                                 <C>                  <C>
Revenues                                            $  4                 $  94
Costs and expenses                                    --                  (230)
Income (loss) before (loss) gain on sale
  of investment property and
  extraordinary loss on extinguishment
  of debt                                              4                  (136)
(Loss) gain on sale of investment
  property                                           (20)                3,088
Extraordinary loss on extinguishment
  of debt                                             --                    (7)
Net (loss) income                                  $ (16)               $2,945
</TABLE>

The  Partnership's  14.4% equity interest in the income of the Joint Venture for
the nine months ended September 30, 1999 was approximately  $424,000. Due to the
sale of Princeton Meadows Golf Course in February 1999, the Joint Venture had no
operations  during the nine months  ended  September  30, 2000.  Therefore,  the
Partnership  did not recognize any equity in income of the Joint Venture for the
nine months ended  September  30, 2000.  The  Partnership  anticipates  that all
remaining  assets and liabilities of the Joint Venture will be liquidated in the
fourth quarter of 2000.

Note D - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and  reimbursement  of certain  expenses  incurred by
affiliates on behalf of the  Partnership.  The  following  payments were paid or
accrued to the Managing  General  Partner and affiliates  during the nine months
ended September 30, 2000 and 1999:

                                                              2000       1999
                                                              (in thousands)
   Property management fees (included in
     operating expenses)                                      $255       $254
   Reimbursement for services of affiliates
     (included in operating expense, general and
     administrative expense and investment properties)         153        152
   Due to affiliate                                            335         --
   Disposition fee (included in general partner
     distribution)                                              86         --

During the nine months  ended  September  30, 2000 and 1999,  affiliates  of the
Managing  General Partner were entitled to receive 5% of gross receipts from all
of the Registrant's  residential  properties for providing  property  management
services.  The Registrant  paid to such  affiliates  approximately  $255,000 and
$254,000 for the nine months ended September 30, 2000 and 1999, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $153,000 and
$152,000 for the nine months ended September 30, 2000 and 1999, respectively.

The Partnership Agreement provides for a fee equal to 10% of "Net cash flow from
operations," as defined in the Partnership  Agreement to be paid to the Managing
General Partner for executive and administrative management services. The amount
of the fee for the nine  months  ended  September  30, 2000 was  $70,000.  It is
included in "Due to affiliates" on the consolidated balance sheet.

During the third quarter of 2000,  the  Partnership  received an advance from an
affiliate  of the  Managing  General  Partner  in the  amount  of  approximately
$265,000. This advance was repaid subsequent to September 30, 2000.

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.

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

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 52,645 limited partnership
units in the Partnership  representing 52.76% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO.  In this  regard,  on July 24, 2000,  an  affiliate of AIMCO  commenced a
tender offer to purchase any and all of the remaining  Partnership interests for
a purchase price of $165.00. As a result of this tender offer, AIMCO acquired an
additional 2,732 limited  partnership  units.  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 without limitation,  voting
on certain  amendments  to the  Partnership  Agreement  and voting to remove the
Managing  General  Partner.  As a  result  of its  ownership  of  52.76%  of the
outstanding units, AIMCO is in a position to influence all voting decisions with
respect to the Registrant. When voting on matters, AIMCO would in all likelihood
vote the Units it acquired in a manner favorable to the interest of the Managing
General Partner because of their affiliation with the Managing General Partner.

Note E - Sale of Discontinued Operation

In March 2000, Atlanta Crossing Shopping Center, located in Montgomery, Alabama,
was sold to an  unaffiliated  party for  $2,875,000.  After  payment  of closing
expenses,  the net sales proceeds received by the Partnership were approximately
$2,746,000.  For financial  statement  purposes,  the sale resulted in a gain of
approximately  $2,060,000,  which was  recognized  during the 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  statements of
operations.  Accordingly,  the 1999 statement of operations has been restated to
reflect this presentation. Revenues of this property were approximately $193,000
and  $454,000  for  the  nine  months  ended   September   30,  2000  and  1999,
respectively.  There were no revenues for this property  during the three months
ended September 30, 2000. Revenues of this property were approximately  $183,000
for the three month period ended September 30, 1999.  Income from operations was
approximately $114,000 and $115,000 for the nine months ended September 30, 2000
and 1999, respectively. (Loss) income from operations was approximately $(2,000)
and $65,000  for the three  month  periods  ended  September  30, 2000 and 1999,
respectively.

Note F - Distributions

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 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) was from operations
and approximately $2,746,000  (approximately  $2,632,000 to the limited partners
or $26.38  per  limited  partnership  unit) was from  proceeds  from 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.  Subsequent to September  30, 2000,  the  Partnership  declared a
distribution of approximately  $258,000  (approximately  $255,000 to the limited
partners or $2.56 per limited partnership unit) from operations. During the nine
months ended  September 30, 1999, the  Partnership  paid a  distribution  in the
amount of $700,000  (approximately $693,000 to the limited partners or $6.95 per
limited partnership unit) from operations.

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.  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,
1999.

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

      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
</TABLE>

<TABLE>
<CAPTION>

       Nine Months Ended
      September 30, 2000         Residential    Commercial       Other       Totals
                                              (discontinued)
<S>                                <C>             <C>             <C>       <C>
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>

<TABLE>
<CAPTION>

      Three Months Ended
      September 30, 1999         Residential    Commercial       Other       Totals
                                              (discontinued)
<S>                                <C>             <C>             <C>       <C>
Rental income                      $ 1,605         $   --          $ --      $ 1,605
Other income                            85             --            12           97
Interest expense                       355             --            --          355
Depreciation                           400             --            --          400
General and administrative
  expense                               --             --            83           83
Equity in loss of joint
  venture                               --             --            (3)          (3)
Income from discontinued
  operation                             --             65            --           65
Segment profit (loss)                  322             65           (74)         313
</TABLE>

<TABLE>
<CAPTION>

       Nine Months Ended
      September 30, 1999         Residential    Commercial       Other       Totals
                                              (discontinued)
<S>                                <C>             <C>             <C>       <C>
Rental income                      $ 4,747         $   --          $ --      $ 4,747
Other income                           268             --            37          305
Interest expense                     1,069             --            --        1,069
Depreciation                         1,181             --            --        1,181
General and administrative
  expense                               --             --           232          232
Equity in income of
  joint venture                         --             --           424          424
Income from discontinued
  operation                             --            115            --          115
Equity in extraordinary
  loss on the early
  extinguishment of debt
  of joint venture                      --             --            (1)          (1)
Segment profit                         810            115           228        1,153
Total assets                        13,194            883         1,403       15,480
Capital expenditures for
  investment properties                423              5            --          428
</TABLE>

Note H - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  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 the acquisition of interests in certain general partner
entities by Insignia Financial Group, Inc. and entities which were, at one time,
affiliates of Insignia; past tender offers by the Insignia affiliates to acquire
limited  partnership  units;  the  management  of  partnerships  by the Insignia
affiliates;  and the Insignia  Merger.  The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Managing  General  Partner  filed a motion  seeking  dismissal of the
action.  In lieu of  responding  to the  motion,  the  plaintiffs  have filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims,  subject to final court approval,  on behalf of the Partnership
and all limited  partners  who 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. The Court is considering applications for lead
counsel and has  currently  scheduled a hearing on the matter for  November  20,
2000. The Managing  General  Partner does not anticipate  that costs  associated
with this case will be material to the Partnership's overall operations.

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

<PAGE>

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

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

The Partnership's  investment  properties consist of three apartment  complexes.
The following table sets forth the average  occupancy of the properties for both
of the nine months ended September 30, 2000 and 1999:


                                         Average Occupancy
Property                                 2000        1999

Deer Creek Apartments                     98%         98%
   Plainsboro, New Jersey
Georgetown Apartments                     96%         95%
   South Bend, Indiana
Landmark Apartments                       89%         93%
   Raleigh, North Carolina

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

Results of Operations

The  Partnership's  net income for the nine months ended  September 30, 2000 was
approximately  $2,614,000  compared  to  approximately  $1,153,000  for the nine
months ended  September  30, 1999.  The  Partnership's  net income for the three
month period ended  September  30, 2000 was  approximately  $16,000  compared to
approximately  $313,000 for the three month period ended September 30, 1999. The
increase  in net  income  for  the  nine  months  ended  September  30,  2000 is
attributable to the sale of Atlanta Crossing  Shopping Center in March 2000 (see
discussion below).

Excluding  the  operations  of and  the  gain on the  sale  of the  discontinued
operation,  the  Partnership had income from  continuing  operations  before the
extraordinary item of approximately $440,000 for the nine months ended September
30,  2000,  compared  to  approximately  $1,039,000  for the nine  months  ended
September 30, 1999. The Partnership had income from continuing operations before
the extraordinary item of approximately $18,000 for the three month period ended
September  30,  2000,  compared to  approximately  $248,000  for the three month
period  ended  September  30,  1999.  The decrease in income for the nine months
ended September 30, 2000 is due primarily to the decrease in equity in income of
the joint venture due to the sale of Princeton Meadows Golf Course, as discussed
below.

Excluding  the  operations  of and  the  gain on the  sale  of the  discontinued
operation and the equity in (loss) income of the joint venture,  the Partnership
had income of  approximately  $440,000 for the nine months ended  September  30,
2000, compared to approximately $615,000 for the nine months ended September 30,
1999.  Excluding the operations of and the gain on the sale of the  discontinued
operation and the equity in income of the joint  venture,  the  Partnership  had
income of  approximately  $18,000 for the three month period ended September 30,
2000,  compared  to  approximately  $251,000  for the three month  period  ended
September 30, 1999.  The decrease in income for the three and nine month periods
ended  September  30,  2000 is due to an increase  in total  expenses  which was
partially offset by an increase in total revenues.

The increase in total  revenues for the nine month  period ended  September  30,
2000 is due to an increase in rental  income and other  income.  The increase in
total revenues for the three month period ended  September 30, 2000 is due to an
increase  in rental  income.  The  increase  in rental  income is the  result of
increased  average  rental  rates  at  all  of  the  Partnership's   residential
properties  and  increased  occupancy at  Georgetown  which more than offset the
decrease in occupancy at Landmark  Apartments.  The increase in other income for
the nine month period ended  September  30, 2000 is primarily due to an increase
in  interest  income as a result of a higher  cash  balance in  interest-bearing
accounts.

Total expenses  increased for the three and nine months ended September 30, 2000
primarily  due  to  increases  in  operating,   depreciation,  and  general  and
administrative  expenses.  Operating  expenses  increased  due to an increase in
salary expenses and maintenance  costs at all of the  Partnership's  properties.
Depreciation expense increased due to capital improvements  completed during the
past twelve  months.  General and  administrative  expenses  increased due to an
increase in the cost of services  included in the management  reimbursements  to
the Managing  General  Partner as allowed  under the  Partnership  Agreement and
increased Partnership management fees accrued at September 30, 2000. Included in
general  and  administrative  expenses at both  September  30, 2000 and 1999 are
reimbursements  to the Managing  General  Partner  allowed under the Partnership
Agreement  associated with its management of the  Partnership.  Costs associated
with the  quarterly and annual  communications  with  investors  and  regulatory
agencies and the annual audit  required by the  Partnership  Agreement  are also
included.

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

Atlanta Crossing  Shopping Center was the only commercial  property owned by the
Partnership and represented one segment of the Partnership's operations.  Due to
the sale of this property, the results of the commercial segment have been shown
as  income  from  discontinued  operation  on  the  consolidated  statements  of
operations.  Accordingly,  the 1999 statement of operations has been restated to
reflect this presentation. Revenues of this property were approximately $193,000
and  $454,000  for  the  nine  months  ended   September   30,  2000  and  1999,
respectively.  There were no revenues for this property  during the three months
ended September 30, 2000. Revenues of this property were approximately  $183,000
for the three month period ended September 30, 1999.  Income from operations was
approximately $114,000 and $115,000 for the nine months ended September 30, 2000
and 1999, respectively. (Loss) income from operations was approximately $(2,000)
and $65,000  for the three  month  periods  ended  September  30, 2000 and 1999,
respectively.

The  Partnership has a 14.4%  investment in Princeton  Meadows Golf Course Joint
Venture. On February 26, 1999, the Joint Venture sold the Princeton Meadows Golf
Course to an unaffiliated third party for gross sale proceeds of $5,100,000. The
Joint  Venture  received net  proceeds of  $3,411,000  after  payment of closing
costs,  and  repayment of the mortgage  principal  and accrued  interest.  As of
September 30, 1999, the Joint Venture  recorded a gain on sale of  approximately
$3,088,000  after the  write-off of  undepreciated  fixed  assets.  For the nine
months ended September 30, 1999 the Partnership realized equity in income of the
Joint Venture of approximately $424,000 which included its equity in the gain on
disposal of Princeton Meadows Golf Course of $445,000. For the nine months ended
September 30, 2000,  Princeton  Meadows Golf Course did not have any operations,
therefore,  the Partnership did not recognize any equity earnings from the Joint
Venture.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  monitors  the  rental  market  environment  of each  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expense.  As part of this plan, the Managing General Partner attempts to protect
the Partnership  from the burden of  inflation-related  increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due to
changing market  conditions,  which can result in the use of rental  concessions
and  rental  reductions  to  offset  softening  market  conditions,  there is no
guarantee that the Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At  September  30,  2000,  the  Partnership  had cash and  cash  equivalents  of
approximately  $928,000  compared to  approximately  $3,861,000 at September 30,
1999.  The decrease in cash and cash  equivalents  of  approximately  $3,301,000
since  December  31,  1999 is due to  approximately  $6,661,000  of cash used in
financing  activities which was partially offset by approximately  $1,764,000 of
cash  provided by investing  activities  and  approximately  $1,596,000  of cash
provided by operating  activities.  Cash used in financing  activities consisted
primarily of distributions to the partners and, to a lesser extent,  payments of
principal made on the mortgages encumbering the Partnership's  properties.  Cash
provided by investing  activities  consisted primarily of proceeds from the sale
of Atlanta  Crossing  Shopping Center,  and to a lesser extent,  net withdrawals
from escrow  accounts  maintained by the mortgage  lenders,  which was partially
offset by property  improvements and replacements.  The Partnership  invests its
working capital reserves in money market accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the various  properties  to  adequately  maintain  the
physical  assets and other operating needs of the Partnership and to comply with
Federal,   state,   and  local  legal  and  regulatory   requirements.   Capital
improvements planned for each of the Registrant's properties are detailed below.

Deer Creek

During  the  nine  months  ended  September  30,  2000,  the  Partnership  spent
approximately   $283,000  on  budgeted  and  non-budgeted  capital  improvements
consisting  primarily of parking lot resurfacing,  carpet and vinyl replacement,
appliances,  exterior painting,  air conditioning unit  replacements,  and major
landscaping.  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  2000.  The  amount  budgeted  is  approximately
$233,000,  consisting primarily of appliances,  cabinet replacement,  and carpet
and vinyl replacement. 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,  2000,  the  Partnership  spent
approximately   $550,000  on  budgeted  and  non-budgeted  capital  improvements
consisting primarily of carpet and vinyl replacement,  structural  improvements,
submetering  improvements,  parking  lot  improvements,  and  appliances.  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 2000. The amount budgeted is approximately  $559,000,  consisting primarily
of carpet and vinyl replacement,  roof replacement, and structural improvements.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Landmark

During  the  nine  months  ended  September  30,  2000,  the  Partnership  spent
approximately   $187,000  on  budgeted  and  non-budgeted  capital  improvements
consisting primarily of carpet and vinyl replacement,  structural  improvements,
air conditioning  unit  replacement,  and appliances.  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 2000. The
amount budgeted is approximately $95,000,  consisting primarily of swimming pool
improvements, air conditioning unit replacements,  carpet and vinyl replacement,
appliances, and major landscaping. Additional improvements may be considered and
will depend on the physical  condition  of the  property as well as  replacement
reserves and anticipated cash flow generated by the property.

Atlanta Crossing

During  the  nine  months  ended  September  30,  2000,  the  Partnership  spent
approximately $6,000 on capital improvements  consisting of tenant improvements.
The property was sold March 15, 2000.

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

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness of approximately  $17,612,000,  net of discount,  is amortized over
periods  ranging  from 29 to 30 years with  balloon  payments  due in 2003.  The
Managing General Partner will attempt to refinance such indebtedness and/or sell
the  properties  prior  to such  maturity  date.  If the  properties  cannot  be
refinanced or sold for a sufficient amount, the Partnership may risk losing such
properties through foreclosure.

During  the 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 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) was from operations
and approximately $2,746,000  (approximately  $2,632,000 to the limited partners
or $26.38  per  limited  partnership  unit) was from  proceeds  from 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.  Subsequent to September  30, 2000,  the  Partnership  declared a
distribution of approximately  $258,000  (approximately  $255,000 to the limited
partners or $2.56 per limited partnership unit) from operations. During the nine
months ended  September 30, 1999, the  Partnership  paid a  distribution  in the
amount of $700,000  (approximately $693,000 to the limited partners or $6.95 per
limited partnership unit) from operations. Future cash distributions will depend
on the  levels of cash  generated  from  operations,  the  availability  of cash
reserves and the timing of debt maturities,  refinancings and/or property sales.
The Partnership's  distribution policy is reviewed on a semi-annual basis. There
can be no assurance,  however,  that the  Partnership  will generate  sufficient
funds from operations after required capital  expenditures to permit  additional
distributions  to its  partners  during  the  remainder  of 2000  or  subsequent
periods.

<PAGE>

                           PART II - OTHER INFORMATION



ITEM 1.     LEGAL PROCEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  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 the acquisition of interests in certain general partner
entities by Insignia Financial Group, Inc. and entities which were, at one time,
affiliates of Insignia; past tender offers by the Insignia affiliates to acquire
limited  partnership  units;  the  management  of  partnerships  by the Insignia
affiliates;  and the Insignia  Merger.  The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Managing  General  Partner  filed a motion  seeking  dismissal of the
action.  In lieu of  responding  to the  motion,  the  plaintiffs  have filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims,  subject to final court approval,  on behalf of the Partnership
and all limited  partners  who 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. The Court is considering applications for lead
counsel and has  currently  scheduled a hearing on the matter for  November  20,
2000. The Managing  General  Partner does not anticipate  that costs  associated
with this case will be material to the Partnership's overall operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

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

            b)    Reports on Form 8-K filed during the quarter  ended  September
                  30, 2000:

                  None.

<PAGE>

                                   SIGNATURES



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



                                    ANGELES INCOME PROPERTIES, LTD. II


                                    By:   Angeles Realty Corporation II
                                          Managing General Partner


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


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


                                    Date: