FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                        QUARTERLY OR TRANSITIONAL REPORT


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


                                  FORM 10-QSB

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


                 For the quarterly period ended March 31, 1998


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

                 For the transition period.........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                                (IRS Employer
incorporation or organization)                              Identification No.)

                          One Insignia Financial Plaza
                       Greenville, South Carolina  29602
                    (Address of principal executive offices)


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



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


                         PART I - FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS


a)                            ANGELES INCOME PROPERTIES, LTD. II
                                  CONSOLIDATED BALANCE SHEET
                                         (Unaudited)

                                        March 31, 1998
                               (in thousands, except unit data)


Assets
  Cash and cash equivalents                                  $  3,494
  Receivables and deposits, net of allowance
     for doubtful accounts of $151                                628
  Restricted escrows                                            1,055
  Other assets                                                    661
  Investment in, and advances of $46 to,
     joint venture                                                 43
  Investment properties
     Land                                       $   2,198
     Buildings and related personal property       33,760
                                                   35,958
     Less accumulated depreciation                (24,920)     11,038

                                                             $ 16,919

Liabilities and Partners' Deficit
Liabilities
  Accounts payable                                           $    147
  Tenant security deposits                                        266
  Accrued property taxes                                          217
  Other liabilities                                               159
  Mortgage notes payable                                       18,149

Partners' Deficit
  General partners'                             $    (460)
  Limited partners' (99,784 units issued and
     outstanding)                                  (1,559)     (2,019)

                                                             $ 16,919

          See Accompanying Notes to Consolidated Financial Statements

b)
                       ANGELES INCOME PROPERTIES, LTD. II
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
                        (in thousands, except unit data)



                                                   Three Months Ended
                                                        March 31,
                                                   1998         1997
Revenues:
  Rental income                                 $   1,734    $   1,588
  Other income                                        104          106
    Total revenues                                  1,838        1,694

Expenses:
  Operating                                           623          625
  General and administrative                           70           69
  Depreciation                                        458          443
  Interest                                            361          365
  Property taxes                                      149          140
  Bad debt (recovery) expense                         (49)          10
  Loss on disposal of property                         --           37
     Total expenses                                 1,612        1,689

Equity in loss of joint venture                       (16)         (15)

Net income (loss)                               $     210    $     (10)

Net income (loss) allocated to
  general partners (1%)                         $       2    $      --

Net income (loss) allocated to
  limited partners (99%)                              208          (10)

                                                $     210    $     (10)

Net income (loss) per limited partnership unit  $    2.08    $    (.10)

          See Accompanying Notes to Consolidated Financial Statements


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, 1997               99,784     $    (462)    $   (1,767)   $   (2,229)

Net income for the three months
   ended March 31, 1998                   --             2            208           210

Partners' deficit
   at March 31, 1998                  99,784     $    (460)    $   (1,559)   $   (2,019)
<FN>
          See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

d)
                       ANGELES INCOME PROPERTIES, LTD. II
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                 (in thousands)


                                                          Three Months Ended
                                                              March 31,
                                                           1998          1997
Cash flows from operating activities:
  Net income (loss)                                    $     210     $     (10)
  Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
   Depreciation                                              458           443
   Amortization of discounts, loan costs and lease
    commissions                                               25            25
   Bad debt (recoveries) expense                             (49)           10
   Equity in loss of joint venture                            16            15
   Loss on disposal of property                               --            37
   Change in accounts:
     Receivables and deposits                                (15)           23
     Other assets                                             18            (6)
     Accounts payable                                        (73)         (200)
     Tenant security deposit payable                           5            11
     Accrued property taxes                                  (36)           29
     Other liabilities                                        (7)            5

        Net cash provided by operating activities            552           382

Cash flows from investing activities:
  Property improvements and replacements                    (158)          (70)
  Net withdrawals from (deposits to) restricted escrows       52           (61)
  Advances to joint venture                                   --            (2)

        Net cash used in investing activities               (106)         (133)

Cash flows from financing activities:
  Loan costs paid                                             --           (10)
  Payments on mortgage notes payable                         (51)          (47)

        Net cash used in financing activities                (51)          (57)

Net increase in cash and cash equivalents                    395           192

Cash and cash equivalents at beginning of period           3,099         2,855

Cash and cash equivalents at end of period             $   3,494     $   3,047

Supplemental disclosure of cash flow information:
  Cash paid for interest                               $     341     $     345

          See Accompanying Notes to Consolidated Financial Statements

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") 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 months ended March 31, 1998, are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 1998.  For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Partnership's annual report on Form 10-KSB for the
fiscal year ended December 31, 1997.

Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.

Principles of Consolidation

The consolidated financial statements of the Partnership include its 99% limited
partnership interests in AIP II GP, LP and Georgetown AIP II, LP for the period
ended March 31, 1997.  The Partnership had the ability to remove the general
partner of both AIP II GP, LP and Georgetown AIP II, LP; therefore, the
partnerships were controlled and consolidated by the Partnership.  At December
31, 1997, AIP II Georgetown GP, L.L.C. was formed as a wholly-owned subsidiary
of the Partnership. AIP II GP LP's interest in Georgetown AIP II, LP was
transferred to this new subsidiary.  Therefore, for the three month period ended
March 31, 1998, Georgetown AIP II LP was wholly owned by the Partnership.  All
significant interpartnership balances have been 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.  Effective February 25, 1998, the Managing General
Partner became wholly-owned by Insignia Properties Trust ("IPT"), an affiliate
of Insignia Financial Group, Inc. ("Insignia").  On February 25, 1998, the
former owner of the Managing General Partner, MAE GP Corporation ("MAE GP"), an
affiliate of Insignia, was merged into IPT.  The Partnership Agreement provides
for payments to affiliates for services and as reimbursement of certain expenses
incurred by affiliates on behalf of the Partnership.

The following payments were paid to the Managing General Partner and affiliates
during the three months ended March 31, 1998 and 1997:


                                                           1998          1997
                                                             (in thousands)

Property management fees (included in operating
  expenses)                                                 $85           $82
Reimbursements for services of affiliates, including
  $9,000 and $13,000 of construction oversight
  costs for the three months ended March 31, 1998
  and March 31, 1997, respectively (included in
  general and administrative expenses, operating
  expenses and investment properties)                        51            66

Additionally, the Partnership paid approximately $6,000 during the three months
ended March 31, 1998 to an affiliate of the Managing General Partner for lease
commissions at the Partnership's commercial property.  These lease commissions
are included in other assets and are amortized over the terms of the respective
leases.

For the period from January 1, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner with an insurer unaffiliated with the Managing General
Partner. An affiliate of the Managing General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the master policy.  The
agent assumed the financial obligations to the affiliate of the Managing General
Partner which received payments on these obligations from the agent. The amount
of the Partnership's insurance premiums that accrued to the benefit of the
affiliate of the Managing General Partner by virtue of the agent's obligations
was not significant.

On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust.  The closing, which is anticipated to happen in
the third quarter of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders.  If the
closing occurs, AIMCO will then control the Managing General Partner of the
Partnership.

On April 24, 1998, an affiliate of Insignia commenced a tender offer for limited
partnership interests in the Partnership.  The Purchaser offered  to purchase up
to 40,000 of the outstanding units of limited partnership interest ("Units") in
the Partnership at a purchase price of $150 per Unit, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated April 24, 1998 (the "Offer to Purchase") and in the related Assignment of
Partnership Interest (which, together with any supplements or amendments,
collectively constitute the "Offer") per Schedule 14D-9 originally filed with
the Securities and Exchange Commission on April 24, 1998.  Because of the
existing and potential future conflicts of interest (described in the
Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Managing General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase.

Angeles Mortgage Investment Trust, ("AMIT"), a real estate investment trust,
provides financing to the Princeton Meadows Golf Course Joint Venture ("Joint
Venture") which is secured by the Joint Venture's investment property known as
the Princeton Meadows Golf Course, in the amount of $1,567,000.  Interest
expense on the debt secured by the Joint Venture was $49,000 for each of the
three months ended March 31, 1998 and 1997.  Accrued interest was $16,000 at
March 31, 1998.

In November 1992, MAE GP acquired 1,675,113 Class B Common Shares of AMIT.  The
terms of the Class B Shares provide that they are convertible, in whole or in
part, into Class A Common Shares on the basis of one Class A Share for every 49
Class B Shares (however, in connection with the settlement agreement described
in the following paragraph, MAE GP has agreed not to convert the Class B Shares
so long as AMIT's option is outstanding).  These Class B Shares entitle the
holder to receive 1% of the distributions of net cash distributed by AMIT
(however, in connection with the settlement agreement described in the following
paragraph, MAE GP agreed to waive its right to receive dividends and
distributions so long as AMIT's option is outstanding). The holder of the Class
B Shares is also entitled to vote on the same basis as the holders of Class A
Shares, providing the holder with approximately 39% of the total voting power of
AMIT (unless and until converted to Class A Shares, in which case the percentage
of the vote controlled represented by such shares would approximate 1.3% of the
total voting power of AMIT).

As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B Shares owned by it.  This option can be exercised
at the end of 10 years or when all loans made by AMIT to partnerships which were
affiliated with MAE GP as of November 9, 1994 (which is the date of execution of
a definitive Settlement Agreement) have been paid in full.  In connection with
such settlement, AMIT delivered to MAE GP cash in the sum of $250,000 at closing
(which occurred April 14, 1995) as payment for the option. If and when the
option is exercised, AMIT will be required to remit to MAE GP an additional
$94,000.

Simultaneously with the execution of the option and as part of the settlement,
MAE GP also executed an irrevocable proxy in favor of AMIT, which provides that
the holder of the Class B Shares is permitted to vote those shares on all
matters except those involving transactions between AMIT and MAE GP affiliated
borrowers or the election of any MAE GP affiliate as an officer or trustee of
AMIT.  With respect to such matters, the trustees of AMIT are required to vote
(pursuant to the irrevocable proxy) the Class B Shares (as a single block) in
the same manner as a majority of the Class A Shares are voted (to be determined
without consideration of the votes of "Excess Class A Shares" (as defined in
Section 6.13 of AMIT's Declaration of Trust)).

Between its acquisition of the Class B Shares (in November 1992) and March 31,
1995, MAE GP declined to vote these shares.  Since that date, MAE GP voted its
shares at the 1995 and 1996 annual meetings in connection with the election of
trustees and other matters.  In February 1998, MAE GP was merged into IPT, and
in connection with that merger, MAE GP dividended all of the Class B Shares to
its sole stockholder, Metropolitan Asset Enhancement, L.P. ("MAE").  As a
result, MAE, as the holder of the Class B Shares, is now subject to the terms of
the settlement agreement, option and irrevocable proxy described in the two
preceding paragraphs. Neither MAE GP nor MAE has exerted or intends to exert any
management control over or participate in the management of AMIT.  However,
subject to the terms of the proxy described below, MAE may choose to vote the
Class B Shares as it deems appropriate in the future.

Liquidity Assistance L.L.C., which is an affiliate of the General Partner, MAE
and Insignia (which provides property management and partnership administration
services to the Partnership), owned 96,800 Class A Shares of AMIT at December
31, 1997.  These Class A Shares represent approximately 2.2% of the total voting
power of AMIT.

On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in
principle contemplating, among other things, a business combination of AMIT and
IPT, an entity then owned 98% by Insignia and its affiliates. On July 18, 1997,
IPT, Insignia and MAE GP entered into a definitive merger agreement pursuant to
which (subject to shareholder approval and certain other conditions, including
the receipt by AMIT of a fairness opinion from its investment bankers) AMIT
would be merged with and into IPT, with each Class A Share and Class B Share
being converted into 1.625 and 0.0332 Common Shares of IPT, respectively.  The
foregoing exchange ratios are subject to adjustment to account for dividends
paid by AMIT from January 1, 1997 and dividends paid by IPT from February 1,
1997.  It is anticipated that Insignia and its affiliates (including MAE) would
own approximately 57% of post-merger IPT when this transaction is consummated.

NOTE C - INVESTMENT IN JOINT VENTURE

The Partnership owns a 14.4% interest in the Joint Venture.  The Partnership
accounts for its interest in the Joint Venture using the equity method of
accounting.

Condensed balance sheet information of the Joint Venture is as follows:


                                                      March 31, 1998
                                                      (in thousands)
       Assets
       Cash                                             $   211
       Other assets                                         180
       Investment property, net                           1,999
         Total                                          $ 2,390

       Liabilities and Partners' Deficit
       Note payable to AMIT (Note B)                    $ 1,567
       Other liabilities                                    836
       Partners' deficit                                    (13)
         Total                                          $ 2,390

The condensed profit and loss statements of the Joint Venture are summarized as
follows:


                                  Three Months Ended
                                       March 31,
                                1998              1997
                                    (in thousands)
 
Revenue                        $  203            $  196
Costs and expenses               (317)             (302)

  Net loss                     $ (114)           $ (106)

The Partnership's equity interest in the loss of the Joint Venture was $16,000
and $15,000 for the three months ended March 31, 1998 and March 31, 1997,
respectively.

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

In November 1995, representatives of the Joint Venture and the New Jersey DEP
met and developed a plan of action to clean-up the contamination site at
Princeton Meadows Golf Course.  The Joint Venture has engaged an engineering
firm to conduct consulting and compliance work and a second firm to perform the
field work necessary for the clean-up. Field work is in process with skimmers
having been installed at three test wells on the site.  These skimmers are in
place to detect any residual fuel that may still be in the ground.  The expected
completion date of the compliance work should be sometime in 1999. The Joint
Venture originally recorded a liability of $199,000 for the costs of the clean-
up and an additional $45,000 was recorded in 1997. At March 31, 1998, the
balance in the liability for clean-up costs is $55,000, which the Managing
General Partner believes to be sufficient to cover all remaining costs
associated with the incident.  Funds from the property will be used to pay the
outstanding costs.


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

The Partnership's investment properties consist of three apartment complexes and
one commercial property.  The following table sets forth the average occupancy
of the properties for the three months ended March 31, 1998 and March 31, 1997:


                                                          Average
                                                         Occupancy
Property                                            1998           1997

Atlanta Crossing Shopping Center                     92%            89%
   Montgomery, Alabama (1)

Deer Creek Apartments                                96%            95%
   Plainsboro, New Jersey

Georgetown Apartments                                96%            97%
   South Bend, Indiana

Landmark Apartments                                  89%            91%
   Raleigh, North Carolina

1)The Managing General Partner leased 7,688 square feet to a new tenant during 
  the first quarter of 1998 and is continuing with its efforts to lease several
  outparcels at this property in an effort to increase occupancy during the
  remainder of 1998.
  
The Partnership's net income for the three months ended March 31, 1998, was
approximately $210,000 versus a net loss of approximately $10,000 for the three
months ended March 31, 1997. The increase in net income is primarily due to an
increase in rental income and an increase in bad debt recoveries.  Additionally,
the Partnership recorded a loss on disposal of property for the three months
ended March 31, 1997. This loss resulted from the write-off of roofs at Deer
Creek Apartments that were not fully depreciated at the time of a roof
replacement project.  No such loss was recorded during the three months ended
March 31, 1998, thereby contributing to an increase in net income.  The increase
in rental income results from increased occupancy at Atlanta Crossing Shopping
Center and Deer Creek Apartments as shown above and increased rental rates at
all of the residential properties. Bad debt accounts were collected at Atlanta
Crossing Shopping Center from tenants with whom delinquency had been
experienced, resulting in increased recoveries.

Included in operating expense for the three months ended March 31, 1998, is
approximately $29,000 of major repairs and maintenance mainly comprised of
exterior painting and repairs.  Included in operating expense for the three
months ended March 31, 1997, is approximately $48,000 of major repairs and
maintenance mainly comprised of exterior building repairs, parking lot repairs
and landscaping.  A major vinyl siding and exterior lighting project totaling
approximately $1,300,000 is budgeted to be completed during 1998 at Deer Creek
Apartments.

The Partnership has a 14.4% investment in the Princeton Meadows Golf Course
Joint Venture.  For the three months ended March 31, 1998, the Partnership
realized equity in loss of the Joint Venture of approximately $16,000 as
compared to a loss of approximately $15,000 for the three months ended March 31,
1997.

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.

At March 31, 1998, the Partnership had cash and cash equivalents of $3,494,000
versus $3,047,000 at March 31, 1997. The net increase in cash and cash
equivalents for the three months ended March 31, 1998 was approximately $395,000
compared to an increase of approximately of $192,000 for the three months ended
March 31, 1997.  Net cash provided by operating activities increased primarily
due to the increase in net income discussed above and a decrease in cash used
for accounts payable due to timing of payments to vendors.  Net cash used in
investing activities decreased due to an increase in withdrawals from restricted
escrows, partially offset by an increase in property improvements and
replacements. Net cash used in financing activities decreased slightly due to
loan costs incurred during the first quarter of 1997 as a result of the
refinance of the mortgages encumbering Landmark Apartments and Deer Creek
Apartments during 1996.

The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership.  Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
Partnership has mortgage notes payable totaling $18,149,000 with various
maturity dates and balloon payments due at maturity, at which time the
properties will be either refinanced or sold.  The first mortgages secured by
Deer Creek Apartments and Landmark Apartments mature in November 2003.  The
remaining debt, which is secured by Georgetown Apartments, matures in October
2003.  Future cash distributions will depend on the levels of net cash generated
from operations, refinancings, property sales and the availability of cash
reserves. No distributions were made during the three month periods ended March
31, 1998 or 1997.  The Managing General Partner is currently evaluating the
feasibility of making a distribution from operations in 1998.

Year 2000

The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services.  Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue").  The project is estimated to be completed no
later than December 31, 1998, which is prior to any anticipated impact on its
operating systems.  The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.

Other

Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance, or achievements expressed or implied by such forward-
looking statements.  Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.

                          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. in the Superior Court of the State of California
for the County of San Mateo.  The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities.  The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates to acquire limited partnership units, the management of partnerships
by Insignia affiliates as well as a recently announced agreement between
Insignia and Apartment Investment and Management Company.  The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership.  The Managing General Partner was only recently served with the
complaint which it believes to be without merit, and intends to vigorously
defend the action.

In May 1998, the Partnership and its General Partner were named as respondents
in a Petition in Los Angeles Superior Court.  The Petition, brought by a limited
partner of the Partnership, seeks performance by the General Partner of certain
alleged contractual obligations under the Partnership Agreement and compliance
with certain alleged statutory requirements.  Service on the Partnership was
only recently accomplished, and the General Partner has not yet replied to the
Petition.

The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature.  The General Partner of the Partnership believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition or operations of
the Partnership.

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:

           No reports on form 8-K were filed during the three months ended
           March 31, 1998.


                                   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
                               Its Managing General Partner


                          By:  /s/Carroll D. Vinson           
                               Carroll D. Vinson
                               President and Director


                          By:  /s/Robert D. Long, Jr.
                               Robert D. Long, Jr.
                               Vice President/CAO


                          Date: May 11, 1998