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 June 30, 2001


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


                For the transition period from _________to _________

                         Commission file number 0-11767


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



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

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


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



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


<PAGE>



                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS


a)

                         ANGELES INCOME PROPERTIES, LTD. II

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

                                  June 30, 2001

<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $  7,518
   Receivables and deposits                                                      911
   Restricted escrows                                                            155
   Other assets                                                                  594
   Investment properties:
      Land                                                    $ 1,984
      Buildings and related personal property                   32,273
                                                                34,257
      Less accumulated depreciation                            (25,227)        9,030
                                                                            $ 18,208

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 146
   Tenant security deposit liabilities                                           276
   Accrued property taxes                                                        261
   Other liabilities                                                             221
   Due to affiliates                                                             138
   Mortgage notes payable                                                     25,194

Partners' Deficit
   General partners                                            $ (520)
   Limited partners (99,784 units issued and
      outstanding)                                              (7,508)       (8,028)
                                                                            $ 18,208

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

b)

                         ANGELES INCOME PROPERTIES, LTD. II

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

<TABLE>
<CAPTION>

                                                 Three Months Ended      Six Months Ended
                                                      June 30,               June 30,
                                                  2001       2000        2001        2000
Revenues:
<S>                                             <C>         <C>         <C>         <C>
  Rental income                                 $ 1,705     $ 1,610     $ 3,382     $ 3,215
  Other income                                      115         158         204         244
  Casualty gain                                      25          --          25          --
        Total revenues                            1,845       1,768       3,611       3,459

Expenses:
  Operating                                         531         550       1,073       1,076
  General and administrative                         76          50         172         162
  Depreciation                                      464         443         912         866
  Interest                                          358         335         707         686
  Property taxes                                    187         107         365         247
        Total expenses                            1,616       1,485       3,229       3,037

Income from continuing operations                   229         283         382         422
Income from discontinued operation                   --          55          --         116
Gain on sale of discontinued operation
  (Note C)                                           --          --          --       2,060

Income before extraordinary item                    229         338         382       2,598
Extraordinary loss on early extinguishment
  of debt (Note E)                                  (57)         --         (57)         --

 Net income                                      $ 172       $ 338       $ 325      $ 2,598

Net income allocated to general partners          $ 2         $ 3         $ 3        $ 111
Net income allocated to limited partners            170         335         322       2,487

                                                 $ 172       $ 338       $ 325      $ 2,598
Per limited partnership unit:
  Income before discontinued operation and
   extraordinary item                            $ 2.26     $ 2.81      $ 3.79      $ 4.19
  Income from discontinued operation                 --        0.55          --        1.15
  Gain on sale of discontinued operation             --          --          --       19.58
  Extraordinary loss on early extinguishment
   of debt                                        (0.56)         --       (0.56)         --

Net income                                       $ 1.70     $ 3.36      $ 3.23      $ 24.92

Distributions per limited partnership unit       $ 3.19     $ 51.19     $ 8.50      $ 51.19

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


c)

                         ANGELES INCOME PROPERTIES, LTD. II

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

<TABLE>
<CAPTION>


                                     Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners     Total

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

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

Distributions to partners                   --            (9)        (848)      (857)

Net income for the six months
   ended June 30, 2001                      --             3          322        325

Partners' deficit at
   June 30, 2001                        99,784        $ (520)     $(7,508)   $(8,028)

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>

d)
                         ANGELES INCOME PROPERTIES, LTD. II

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

                                                                    Six Months Ended
                                                                        June 30,
                                                                    2001         2000
Cash flows from operating activities:
<S>                                                                 <C>         <C>
  Net income                                                        $ 325       $ 2,598
  Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation                                                     912          866
      Amortization of discounts, loan costs and lease
        commissions                                                     40           45
      Casualty gain                                                     --       (2,060)
      Extraordinary loss on early extinguishment of debt                57           --
      Casualty gain                                                    (25)          --
      Change in accounts:
        Receivables and deposits                                      (583)        (218)
        Other assets                                                   (52)         158
        Accounts payable                                                42           78
        Tenant security deposit liabilities                            (14)          (7)
        Accrued property taxes                                         148           37
        Due to affiliates                                              (81)        (206)
        Other liabilities                                              (75)        (225)

          Net cash provided by operating activities                    694        1,066

Cash flows from investing activities:
  Property improvements and replacements                              (698)        (757)
  Net (deposits to) withdrawals from restricted escrows                (12)          32
  Net proceeds from sale of investment property                         --        2,746
  Insurance proceeds received                                           28           --

          Net cash (used in) provided by investing activities         (682)       2,021

Cash flows from financing activities:
  Payments on mortgage notes payable                                  (128)        (120)
  Distributions to partners                                           (857)      (6,660)
  Proceeds from mortgage note payable                               13,750           --
  Repayment of mortgage note payable                                (5,985)          --
  Loan costs paid                                                     (249)          --

          Net cash provided by (used in) financing activities        6,531       (6,780)

Net increase (decrease) in cash and cash equivalents                 6,543       (3,693)

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

Cash and cash equivalents at end of period                         $ 7,518       $ 536

Supplemental disclosure of cash flow information:
  Cash paid for interest                                            $ 704        $ 664

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

At June 30, 2000, due to affiliates and  distributions to partners were adjusted
by approximately  $86,000 due to the general partner distribution on the sale of
Atlanta Crossing Shopping Center.

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

At June 30,  2001,  due to  affiliates  and loan  costs  paid were  adjusted  by
approximately $138,000 related to the refinancing of Deer Creek.

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>

e)

                         ANGELES INCOME PROPERTIES, LTD. II

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying  unaudited  consolidated financial statements of Angeles Income
Properties,  Ltd. II (the  "Partnership" or "Registrant")  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the  opinion of Angeles  Realty  Corporation  II (the
"Managing  General  Partner") all  adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three and six month periods ended June 30, 2001,  are
not  necessarily  indicative  of the results that may be expected for the fiscal
year  ending  December  31,  2001.  For  further   information,   refer  to  the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Partnership's Annual Report on Form 10-KSB for the year ended December 31, 2000.
The  Managing  General  Partner is an  affiliate  of  Apartment  Investment  and
Management Company ("AIMCO"), a publicly traded real estate investment trust.

Principles of Consolidation

The consolidated financial statements of the Partnership include all accounts of
the Partnership and its 99% limited  partnership  interest in Georgetown AIP II,
LP and its 100% owned limited liability corporation 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 - 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 six months
ended June 30, 2001 and 2000:

                                                              2001       2000
                                                              (in thousands)
   Property management fees (included in
     operating expenses)                                     $ 179      $ 169
   Reimbursement for services of affiliates
     (included in operating expense, general and
      administrative expense and investment properties)        124         81
   Due to affiliate                                            138        108
   Disposition fee (included in general partner
      distribution)                                             --         86
   Refinancing fee (included in other assets)                  138         --


During the six months ended June 30, 2001 and 2000,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Registrant's  residential properties for providing property management services.
The Registrant paid to such affiliates  approximately  $179,000 and $169,000 for
the six months ended June 30, 2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $124,000 and
$81,000 for the six months ended June 30, 2001 and 2000, respectively.

The Partnership Agreement provides for a fee equal to 10% of "Net cash flow from
operations," as defined in the Partnership  Agreement to be paid to the Managing
General Partner for executive and administrative management services. The amount
of the fee for the six months ended June 30, 2000 was $22,000.  There was no fee
earned for the six months ended June 30, 2001.

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

In addition to reimbursement for services of affiliates, the Partnership accrued
approximately  $138,000  for loan costs  related to the  refinance of Deer Creek
Apartments  during  the six months  ended  June 30,  2001 which is payable to an
affiliate of the Managing General Partner.  These costs were capitalized and are
included  in other  assets and due to  affiliates  on the  consolidated  balance
sheet.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 59,002 limited partnership
units in the Partnership  representing 59.13% 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 acquire additional
limited  partnership  interests in the  Partnership  for cash or in exchange for
units in the operating  partnership of AIMCO either through private purchases or
tender offers. Under the Partnership  Agreement,  unitholders holding a majority
of the Units are  entitled to take action with  respect to a variety of matters,
which would  include  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  59.13% 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 C - Sale of Discontinued Operation

In March 2000, Atlanta Crossing Shopping Center, located in Montgomery, Alabama,
was sold to an  unaffiliated  party for  $2,875,000.  After  payment  of closing
expenses,  the net sales proceeds received by the Partnership were approximately
$2,746,000.  The sale resulted in a gain of approximately $2,060,000,  which was
recognized during the six months ended June 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  income  from  discontinued   operation  on  the  consolidated  statement  of
operations.  Revenues of this property were  approximately  $59,000 and $195,000
for the three and six months  ended June 30,  2000,  respectively.  Income  from
operations was  approximately  $55,000 and $116,000 for the three and six months
ended June 30, 2000, respectively.

Note D - Distributions

During the six months ended June 30,  2001,  the  Partnership  declared and paid
distributions of approximately $857,000  (approximately  $848,000 to the limited
partners or $8.50 per limited  partnership unit) from operations.  Subsequent to
June 30, 2001, the Partnership declared and paid a distribution of approximately
$7,270,000  (approximately  $7,197,000  to the  limited  partners  or $72.13 per
limited  partnership  unit)  from  proceeds  of  the  refinance  of  Deer  Creek
Apartments.  During the six months ended June 30, 2000, the  Partnership  paid a
distribution  that was accrued in December 1999 of  approximately  $1,500,000 of
which approximately $1,074,000 (approximately $1,063,000 to the limited partners
or $10.65 per limited  partnership  unit) was from operations and  approximately
$426,000  (approximately  $422,000 to the limited  partners or $4.23 per limited
partnership  unit) was from  proceeds  from the sale of  Princeton  Meadows Golf
Course Joint Venture during 1999. During the six months ended June 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 $2,450,000 (approximately $2,426,000 to
the limited partners or $24.31 per limited  partnership unit) is from operations
and approximately $2,796,000  (approximately  $2,682,000 to the limited partners
or $26.88 per limited  partnership unit) is from proceeds of the sale of Atlanta
Crossing Shopping Center. Pursuant to the Partnership Agreement, the Partnership
accrued a distribution of approximately  $86,000 to the Managing General Partner
related to the sale of Atlanta  Crossing  Shopping  Center in March  2000.  This
amount is subordinate to the limited  partners  receiving their original capital
contributions  plus a  cumulative  preferred  return  of 6% per  annum  of their
adjusted  capital  investment,  as defined in the  Partnership  Agreement.  This
distribution  was paid during the third quarter of 2000 even though the required
returns  had not been met.  If the  limited  partners  have not  received  these
returns  when the  Partnership  terminates,  the Managing  General  Partner will
return this amount to the Partnership.

Note E - Refinancing of Mortgage Note Payable

On June 27, 2001, the Partnership refinanced the mortgage encumbering Deer Creek
Apartments.  The refinancing replaced  indebtedness of approximately  $5,985,000
with a new mortgage of $13,750,000.  The new mortgage  carries a stated interest
rate of  7.43% as  compared  to the  7.33%  interest  rate on the old  mortgage.
Payments on the mortgage  loan are due monthly until the loan matures on July 1,
2021. Total  capitalized  loan costs were  approximately  $387,000.  These costs
included  $138,000  in fees  payable to the  Managing  General  Partner and paid
subsequent to June 30, 2001. The Partnership recognized an extraordinary loss on
the early  extinguishment of debt of approximately  $57,000 due to the write-off
of unamortized loan costs.

Note F - Casualties

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

Additionally,  during the six months  ended June 30, 2001,  Landmark  Apartments
suffered two fires which damaged certain apartment units. Repairs on the damaged
units  are  under  way  and no  casualty  loss  is  expected  related  to  these
casualties.

Note G - Segment Reporting

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

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

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

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


          Three Months Ended
             June 30, 2001               Residential      Other       Totals

Rental income                              $ 1,705        $ --       $ 1,705
Other income                                   112             3         115
Casualty gain                                   25            --          25
Interest expense                               358            --         358
Depreciation                                   464            --         464
General and administrative
  expense                                       --            76          76
Extraordinary loss on early
  extinguishment of debt                       (57)           --         (57)
Segment profit (loss)                          245           (73)        172


           Six Months Ended
             June 30, 2001               Residential     Other       Totals

Rental income                              $ 3,382        $ --       $ 3,382
Other income                                   200            4          204
Casualty gain                                   25           --           25
Interest expense                               707           --          707
Depreciation                                   912           --          912
General and administrative
  expense                                       --          172          172
Extraordinary loss on early
  extinguishment of debt                       (57)          --          (57)
Segment profit (loss)                          493         (168)         325
Total assets                                10,797        7,367       18,164
Capital expenditures for
  investment properties                        548           --          548

<TABLE>
<CAPTION>

      Three Months Ended
         June 30, 2000           Residential    Commercial       Other       Totals
                                              (discontinued)
<S>                                <C>             <C>            <C>        <C>
Rental income                      $ 1,610         $ --           $ --       $ 1,610
Other income                           126             --            32          158
Interest expense                       335             --            --          335
Depreciation                           443             --            --          443
General and administrative
  expense                               --             --            50           50
Income from discontinued
  operation                             --             55            --           55
Segment profit (loss)                  301             55           (18)         338


       Six Months Ended
         June 30, 2000           Residential    Commercial       Other       Totals
                                              (discontinued)
Rental income                      $ 3,215         $ --           $ --       $ 3,215
Other income                           202             --            42          244
Interest expense                       686             --            --          686
Depreciation                           866             --            --          866
General and administrative
  expense                               --             --           162          162
Income from discontinued
  operation                             --            116            --          116
Gain on sale of discontinued
  operation                             --          2,060            --        2,060
Segment profit (loss)                  542          2,176          (120)       2,598
Total assets                        11,020             --           136       11,156
Capital expenditures for
  investment properties                594              6            --          600
</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,  among other things,  the  acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc.  ("Insignia")
and entities which were, at one time, affiliates of Insignia; past tender offers
by the Insignia affiliates to acquire limited  partnership units;  management of
the  partnerships  by the Insignia  affiliates;  and the series of  transactions
which  closed on October 1, 1998 and  February  26, 1999  whereby  Insignia  and
Insignia Properties Trust, respectively,  were merged into AIMCO. The plaintiffs
seek monetary damages and equitable relief,  including  judicial  dissolution of
the  Partnership.  On June 25, 1998, the Managing General Partner filed a motion
seeking  dismissal  of the action.  In lieu of  responding  to the  motion,  the
plaintiffs  filed an amended  complaint.  The  Managing  General  Partner  filed
demurrers to the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order sustaining defendants' demurrer on certain grounds.  Plaintiffs have until
August 16, 2001 to file a fourth amended complaint. The Managing General Partner
does  not  anticipate  that  any  costs,  whether  legal  or  settlement  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 six months ended June 30, 2001 and 2000:


                                         Average Occupancy
Property                                 2001        2000

Deer Creek Apartments                     96%         98%
   Plainsboro, New Jersey
Georgetown Apartments                     96%         96%
   South Bend, Indiana
Landmark Apartments                       92%         89%
   Raleigh, North Carolina

The Managing  General  Partner  attributes the increase in occupancy at Landmark
Apartments to increased marketing efforts.

Results of Operations

The  Partnership's  net  income  for the six  months  ended  June  30,  2001 was
approximately  $325,000 compared to approximately  $2,598,000 for the six months
ended June 30,  2000.  The  Partnership's  net income for the three month period
ended  June 30,  2001  was  approximately  $172,000  compared  to  approximately
$338,000 for the three month  period  ended June 30,  2000.  The decrease in net
income  for the three and six month  periods  ended June 30,  2001 is  primarily
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 and the  extraordinary  loss on the early  extinguishment of debt, the
Partnership had income from continuing operations of approximately  $382,000 for
the six months ended June 30, 2001,  compared to approximately  $422,000 for the
six months ended June 30, 2000.  Excluding the operations of and the gain on the
sale of the  discontinued  operation  and the  extraordinary  loss on the  early
extinguishment of debt, the Partnership had income from continuing operations of
approximately  $229,000 for the three month period ended June 30, 2001, compared
to  approximately  $283,000 for the three month period ended June 30, 2000.  The
extraordinary loss on early extinguishment of debt relates to the refinancing of
the mortgage at Deer Creek  Apartments (see discussion in "Liquidity and Capital
Resources").  The decrease in net income for three and six month  periods  ended
June 30,  2001 is due to an increase in total  expenses  partially  offset by an
increase in total revenues.

The increase in total  revenues for the three and six month  periods  ended June
30,  2001 is due to an  increase  in  rental  income  and the  casualty  gain at
Georgetown  Apartments  due to an ice storm in January 2001 which was  partially
offset by a decrease  in other  income.  The  increase  in rental  income is the
result of increased average rental rates at all of the Partnership's  properties
and an increase in occupancy at Landmark  Apartments  which was partially offset
by a decrease in  occupancy at Deer Creek  Apartments  and an increase in rental
concessions  and  military  discounts  primarily  at  Landmark  Apartments.  The
decrease in other income is primarily due to a decrease in interest  income as a
result of a lower cash balance in interest  bearing accounts which was partially
offset by an  increase  in  tenant  reimbursements  at all of the  Partnership's
properties.

Total expenses increased for the three and six month periods ended June 30, 2001
due to  increases  in  depreciation,  interest,  property  tax and  general  and
administrative  expenses  partially offset by a decrease in operating  expenses.
Depreciation  expense  increased  for the three and six month periods ended June
30, 2001 due to capital  improvements  completed  during the past twelve months.
Interest  expense  increased  for the three and six month periods ended June 30,
2001 due to the refinancing of Deer Creek  Apartments,  which increased the debt
balance at the  property,  as  discussed  in  Liquidity  and Capital  Resources.
Property tax expense  increased  for the three and six month  periods ended June
30,  2001  due to an  increase  in the tax  rate at Deer  Creek  Apartments,  an
increase  in the  assessed  value at Landmark  Apartments  and the timing of the
receipt  of tax  bills at  Georgetown  Apartments.  General  and  administrative
expenses  increased  for the three and six month periods ended June 30, 2001 due
to an increase in the cost of services included in the management reimbursements
paid to the Managing General Partner as allowed under the Partnership  Agreement
and an increase in professional  fees associated with the  administration of the
Partnership  partially offset by a decrease in legal expenses.  Also included in
general  and  administrative  expenses  at both June 30, 2001 and 2000 are costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory agencies and the annual audit required by the Partnership  Agreement.
Operating  expenses decreased for the three and six month periods ended June 30,
2001 due to reduced  maintenance  and  payroll  related  expenses  at Deer Creek
Apartments and Landmark  Apartments.  These  decreases were partially  offset by
increased insurance expense at all the Partnership's properties.

In March 2000, Atlanta Crossing Shopping Center, located in Montgomery, Alabama,
was sold to an  unaffiliated  party for  $2,875,000.  After  payment  of closing
expenses,  the net sales proceeds received by the Partnership were approximately
$2,746,000.  The sale resulted in a gain of approximately $2,060,000,  which was
recognized during the six months ended June 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  income  from  discontinued   operation  on  the  consolidated  statement  of
operations.  Revenues of this property were  approximately  $59,000 and $195,000
for the three and six months  ended June 30,  2000,  respectively.  Income  from
operations was  approximately  $55,000 and $116,000 for the three and six months
ended June 30, 2000, respectively.

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

Liquidity and Capital Resources

At June 30, 2001, the Partnership had cash and cash equivalents of approximately
$7,518,000 compared to approximately  $536,000 at June 30, 2000. The increase in
cash and cash equivalents of approximately $6,543,000 since December 31, 2000 is
due to  approximately  $6,591,000 of cash provided by financing  activities  and
approximately $694,000 of cash provided by operating activities partially offset
by approximately $682,000 of cash used in investing activities. Cash provided by
financing   activities   consisted  primarily  of  proceeds  received  from  the
refinancing of Deer Creek  Apartments  partially  offset by the repayment of the
mortgage  encumbering Deer Creek Apartments,  loan costs paid,  distributions to
the partners,  and payments of principal made on the mortgages  encumbering  the
Partnership's properties.  Cash used in investing activities consisted primarily
of property improvements and replacements,  and to a lesser extent, net deposits
to escrow  accounts  maintained  by the  mortgage  lenders  partially  offset by
insurance  proceeds  received.  The  Partnership  invests  its  working  capital
reserves in interest bearing accounts.

On June 27, 2001, the Partnership refinanced the mortgage encumbering Deer Creek
Apartments.  The refinancing replaced  indebtedness of approximately  $5,985,000
with a new mortgage of $13,750,000.  The new mortgage  carries a stated interest
rate of  7.43% as  compared  to the  7.33%  interest  rate on the old  mortgage.
Payments on the mortgage  loan are due monthly until the loan matures on July 1,
2021. Total  capitalized  loan costs were  approximately  $387,000.  These costs
included  $138,000  in fees  payable to the  Managing  General  Partner and paid
subsequent to June 30, 2001. The Partnership recognized an extraordinary loss on
the early  extinguishment of debt of approximately  $57,000 due to the write-off
of unamortized loan costs.

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

Deer Creek

During the six months ended June 30, 2001, the Partnership  spent  approximately
$318,000  on  capital   improvements   consisting  primarily  of  swimming  pool
improvements,  carpet and vinyl  replacements,  maintenance  equipment,  cabinet
replacements,  and  water  submetering.  These  improvements  were  funded  from
Partnership  reserves and operating cash flow. The Partnership has evaluated the
capital improvement needs of the property for the year 2001. The amount budgeted
is approximately  $917,000,  consisting primarily of cabinets,  appliances,  and
water submetering.  Additional improvements may be considered and will depend on
the  physical  condition  of the  property as well as  replacement  reserves and
anticipated cash flow generated by the property.

Georgetown

During the six months ended June 30, 2001, the Partnership  spent  approximately
$121,000 on budgeted and non-budgeted capital improvements  consisting primarily
of buildings,  carpet  replacements,  and appliances.  These  improvements  were
funded from Partnership reserves,  insurance proceeds,  and operating cash flow.
The Partnership has evaluated the capital  improvement needs of the property for
the  year  2001.  The  amount  budgeted  is  approximately  $82,000,  consisting
primarily  of  carpet  and  vinyl  replacements,   appliances,   and  structural
improvements.  Additional  improvements may be considered and will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

Landmark

During the six months ended June 30, 2001, the Partnership  spent  approximately
$109,000 on budgeted and non-budgeted capital improvements  consisting primarily
of water  heater  replacements,  countertop  replacements,  and carpet and vinyl
replacements.  These  improvements  were funded from  operating  cash flow.  The
Partnership has evaluated the capital  improvement needs of the property for the
year 2001. The amount budgeted is approximately $84,000, consisting primarily of
air  conditioning  unit  replacements,  carpet  and  vinyl  replacement,  window
treatments, cabinets, and appliances.  Additional improvements may be considered
and will depend on the physical condition of the property as well as replacement
reserves and anticipated cash flow generated by the property.

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

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness  encumbering Deer Creek Apartments of $13,750,000 is amortized over
20 years  and  matures  July 1,  2021.  The  mortgage  indebtedness  encumbering
Georgetown Apartments and Landmark Apartments of approximately $11,444,000,  net
of discount,  is amortized over periods ranging from 29 to 30 years with balloon
payments due in 2003. The Managing General Partner will attempt to refinance the
mortgages  encumbering  Georgetown and Landmark and/or sell the properties prior
to such  maturity  date.  If the  properties  cannot be refinanced or sold for a
sufficient  amount,  the  Partnership  may risk losing such  properties  through
foreclosure.

During the six months ended June 30,  2001,  the  Partnership  declared and paid
distributions of approximately $857,000  (approximately  $848,000 to the limited
partners or $8.50 per limited  partnership unit) from operations.  Subsequent to
June 30, 2001, the Partnership declared and paid a distribution of approximately
$7,270,000  (approximately  $7,197,000  to the  limited  partners  or $72.13 per
limited  partnership  unit)  from  proceeds  of  the  refinance  of  Deer  Creek
Apartments.  During the six months ended June 30, 2000, the  Partnership  paid a
distribution  that was accrued in December 1999 of  approximately  $1,500,000 of
which approximately $1,074,000 (approximately $1,063,000 to the limited partners
or $10.65 per limited  partnership  unit) was from operations and  approximately
$426,000  (approximately  $422,000 to the limited  partners or $4.23 per limited
partnership  unit) was from  proceeds  from the sale of  Princeton  Meadows Golf
Course Joint Venture during 1999. During the six months ended June 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 $2,450,000 (approximately $2,426,000 to
the limited partners or $24.31 per limited  partnership unit) is from operations
and approximately $2,796,000  (approximately  $2,682,000 to the limited partners
or $26.88 per limited  partnership unit) is from proceeds of the sale of Atlanta
Crossing Shopping Center. Pursuant to the Partnership Agreement, the Partnership
accrued a distribution of approximately  $86,000 to the Managing General Partner
related to the sale of Atlanta  Crossing  Shopping  Center in March  2000.  This
amount is subordinate to the limited  partners  receiving their original capital
contributions  plus a  cumulative  preferred  return  of 6% per  annum  of their
adjusted  capital  investment,  as defined in the  Partnership  Agreement.  This
distribution  was paid during the third quarter of 2000 even though the required
returns  had not been met.  If the  limited  partners  have not  received  these
returns  when the  Partnership  terminates,  the Managing  General  Partner will
return this amount to the Partnership.  Future cash distributions will depend on
the levels of cash generated from operations,  the availability of cash reserves
and the timing of debt  maturities,  refinancings,  and/or property  sales.  The
Partnership's distribution policy is reviewed on a quarterly basis. There can be
no assurance,  however, that the Partnership will generate sufficient funds from
operations   after   required   capital   expenditures   to  permit   additional
distributions  to its  partners  during  the  remainder  of 2001  or  subsequent
periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 59,002 limited partnership
units in the Partnership  representing 59.13% 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 acquire additional
limited  partnership  interests in the  Partnership  for cash or in exchange for
units in the operating  partnership of AIMCO either through private purchases or
tender offers. Under the Partnership  Agreement,  unitholders holding a majority
of the Units are  entitled to take action with  respect to a variety of matters,
which would  include  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  59.13% 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.

<PAGE>
                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order sustaining defendants' demurrer on certain grounds.  Plaintiffs have until
August 16, 2001 to file a fourth amended complaint. The Managing General Partner
does  not  anticipate  that  any  costs,  whether  legal  or  settlement  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  10.19,  Multifamily  Note dated June 27, 2001, by and
               between  Angeles  Income  Properties,  Ltd.  II, a  California
               Limited Partnership, and GMAC Commercial Mortgage Corporation.

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

               None.

<PAGE>

                                   SIGNATURES



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



                                    ANGELES INCOME PROPERTIES, LTD. II


                                    By:   Angeles Realty Corporation II
                                          Managing General Partner


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


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


                                    Date:

<PAGE>

                                                                   Exhibit 10.19

                                                        FHLMC Loan No. 002772809
                                                           Deer Creek Apartments

                                MULTIFAMILY NOTE
                     (MULTISTATE - REVISION DATE 11-01-2000)


US $13,750,000.00                                          As of June 27, 2001


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more  than  one)  promises  to pay to the  order  of  GMAC  COMMERCIAL  MORTGAGE
CORPORATION,  a California  corporation,  the principal sum of Thirteen  Million
Seven  Hundred  Fifty  Thousand  and 00/100  Dollars (US  $13,750,000.00),  with
interest  on the unpaid  principal  balance at the annual rate of Seven and Four
Hundred Thirty Thousandths percent (7.430%).

1. Defined  Terms.  As used in this Note, (i) the term "Lender" means the holder
of this Note, and (ii) the term "Indebtedness"  means the principal of, interest
on,  and any other  amounts  due at any time  under,  this  Note,  the  Security
Instrument  or any other Loan  Document,  including  prepayment  premiums,  late
charges,  default interest, and advances to protect the security of the Security
Instrument under Section 12 of the Security  Instrument.  "Event of Default" and
other  capitalized  terms  used but not  defined  in this  Note  shall  have the
meanings given to such terms in the Security Instrument.

2. Address for Payment. All payments due under this Note shall be payable at 200
Witmer Road, Post Office Box 809, Horsham, Pennsylvania 19044, Attn: Servicing -
Account  Manager,  or such other place as may be designated by written notice to
Borrower from or on behalf of Lender.

3. Payment of Principal  and Interest.  Principal and interest  shall be paid as
follows:

(a) Unless  disbursement of principal is made by Lender to Borrower on the first
day of the month,  interest for the period beginning on the date of disbursement
and ending on and including the last day of the month in which such disbursement
is made  shall be  payable  simultaneously  with  the  execution  of this  Note.
Interest  under  this Note  shall be  computed  on the  basis of a 360-day  year
consisting of twelve 30-day months.

(b)  Consecutive  monthly  installments  of principal and interest,  each in the
amount of One Hundred Ten Thousand One Hundred Eighty-One and 27/100 Dollars (US
$110,181.27),  shall be  payable  on the first day of each  month  beginning  on
August 1, 2001, until the entire unpaid principal balance evidenced by this Note
is fully paid.

(c) Any accrued interest remaining past due for 30 days or more may, at Lender's
discretion,  be added to and become  part of the unpaid  principal  balance  and
shall  bear  interest  at the  rate or rates  specified  in this  Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest  shall be due and  payable  on July 1, 2021 or on any  earlier  date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

(d) Any regularly  scheduled monthly  installment of principal and interest that
is  received  by Lender  before  the date it is due shall be deemed to have been
received on the due date solely for the purpose of calculating interest due.

4.  Application of Payments.  If at any time Lender  receives,  from Borrower or
otherwise,  any amount  applicable  to the  Indebtedness  which is less than all
amounts due and payable at such time,  Lender may apply that  payment to amounts
then due and  payable in any manner and in any order  determined  by Lender,  in
Lender's  discretion.  Borrower  agrees that neither  Lender's  acceptance  of a
payment  from  Borrower in an amount that is less than all amounts  then due and
payable nor Lender's  application of such payment shall  constitute or be deemed
to  constitute  either  a  waiver  of  the  unpaid  amounts  or  an  accord  and
satisfaction.

5. Security.  The Indebtedness is secured,  among other things, by a multifamily
mortgage, deed to secure debt or deed of trust dated as of the date of this Note
(the "Security  Instrument"),  and reference is made to the Security  Instrument
for other rights of Lender as to collateral for the Indebtedness.

6.  Acceleration.  If an Event of Default has  occurred and is  continuing,  the
entire unpaid principal  balance,  any accrued interest,  the prepayment premium
payable under  Paragraph  10, if any, and all other  amounts  payable under this
Note and any other Loan  Document  shall at once become due and payable,  at the
option of Lender,  without  any prior  notice to  Borrower  (except if notice is
required by applicable  law,  then after such notice).  Lender may exercise this
option to accelerate regardless of any prior forbearance.

7. Late  Charge.  If any  monthly  amount  payable  under this Note or under the
Security  Instrument or any other Loan Document is not received by Lender within
ten (10) days after the amount is due (unless  applicable  law requires a longer
period of time before a late  charge may be imposed,  in which event such longer
period shall be  substituted),  Borrower  shall pay to Lender,  immediately  and
without  demand by Lender,  a late  charge  equal to five  percent  (5%) of such
amount  (unless  applicable  law requires a lesser  amount be charged,  in which
event such lesser amount shall be substituted).  Borrower  acknowledges that its
failure to make timely payments will cause Lender to incur  additional  expenses
in servicing and processing  the loan  evidenced by this Note (the "Loan"),  and
that it is extremely  difficult and  impractical to determine  those  additional
expenses.  Borrower  agrees  that  the  late  charge  payable  pursuant  to this
Paragraph  represents a fair and  reasonable  estimate,  taking into account all
circumstances  existing  on the date of this Note,  of the  additional  expenses
Lender will incur by reason of such late payment.  The late charge is payable in
addition  to,  and not in lieu of, any  interest  payable  at the  Default  Rate
pursuant to Paragraph 8.

8. Default Rate. So long as (a) any monthly  installment under this Note remains
past due for thirty  (30) days or more,  or (b) any other  Event of Default  has
occurred and is continuing,  interest under this Note shall accrue on the unpaid
principal  balance from the earlier of the due date of the first unpaid  monthly
installment or the occurrence of such other Event of Default, as applicable,  at
a rate (the "Default  Rate") equal to the lesser of four (4)  percentage  points
above  the rate  stated  in the first  paragraph  of this  Note and the  maximum
interest rate which may be collected from Borrower under  applicable law. If the
unpaid  principal  balance and all accrued  interest are not paid in full on the
Maturity Date, the unpaid principal  balance and all accrued interest shall bear
interest from the Maturity Date at the Default Rate.  Borrower also acknowledges
that its failure to make timely  payments will cause Lender to incur  additional
expenses in servicing and  processing the Loan,  that,  during the time that any
monthly  installment  under this Note is  delinquent  for more than  thirty (30)
days,  Lender will incur  additional costs and expenses arising from its loss of
the use of the money due and from the adverse impact on Lender's ability to meet
its other  obligations and to take advantage of other investment  opportunities,
and that it is extremely difficult and impractical to determine those additional
costs and expenses.  Borrower also  acknowledges  that, during the time that any
monthly installment under this Note is delinquent for more than thirty (30) days
or any other Event of Default has occurred and is  continuing,  Lender's risk of
nonpayment of this Note will be  materially  increased and Lender is entitled to
be compensated for such increased risk. Borrower agrees that the increase in the
rate of interest  payable under this Note to the Default Rate  represents a fair
and reasonable estimate,  taking into account all circumstances  existing on the
date of this Note,  of the  additional  costs and expenses  Lender will incur by
reason of the  Borrower's  delinquent  payment and the  additional  compensation
Lender is entitled to receive for the increased  risks of nonpayment  associated
with a delinquent loan.

9.    Limits on Personal Liability.

(a) Except as otherwise  provided in this  Paragraph 9,  Borrower  shall have no
personal  liability  under this Note, the Security  Instrument or any other Loan
Document for the repayment of the  Indebtedness  or for the  performance  of any
other  obligations  of Borrower  under the Loan  Documents,  and  Lender's  only
recourse for the  satisfaction of the  Indebtedness  and the performance of such
obligations  shall be Lender's  exercise of its rights and remedies with respect
to the Mortgaged  Property and any other  collateral  held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit or
impair  Lender's  enforcement  of  its  rights  against  any  guarantor  of  the
Indebtedness or any guarantor of any obligations of Borrower.

(b) Borrower shall be personally liable to Lender for the repayment of a portion
of the Indebtedness equal to zero percent (0%) of the original principal balance
of this Note,  plus any other amounts for which Borrower has personal  liability
under this Paragraph 9.

(c) In addition to Borrower's  personal liability under Paragraph 9(b), Borrower
shall be personally  liable to Lender for the repayment of a further  portion of
the  Indebtedness  equal to any loss or damage suffered by Lender as a result of
(1) failure of  Borrower to pay to Lender upon demand  after an Event of Default
all  Rents to which  Lender  is  entitled  under  Section  3(a) of the  Security
Instrument  and the amount of all security  deposits  collected by Borrower from
tenants  then in  residence;  (2)  failure of  Borrower  to apply all  insurance
proceeds and condemnation  proceeds as required by the Security  Instrument;  or
(3)  failure of Borrower to comply  with  Section  14(d) or (e) of the  Security
Instrument relating to the delivery of books and records, statements,  schedules
and reports.

(d) For purposes of determining  Borrower's  personal  liability under Paragraph
9(b) and Paragraph  9(c), all payments made by Borrower or any guarantor of this
Note with respect to the  Indebtedness  and all amounts  received by Lender from
the  enforcement  of its rights under the Security  Instrument  shall be applied
first to the  portion of the  Indebtedness  for which  Borrower  has no personal
liability.

(e) Borrower shall become  personally  liable to Lender for the repayment of all
of the  Indebtedness  upon the  occurrence  of any of the  following  Events  of
Default: (1) Borrower's acquisition of any property or operation of any business
not  permitted  by  Section  33 of  the  Security  Instrument;  (2)  a  Transfer
(including,  but not  limited  to,  a lien or  encumbrance)  that is an Event of
Default  under  Section  21 of the  Security  Instrument,  other than a Transfer
consisting  solely of the  involuntary  removal or  involuntary  withdrawal of a
general  partner in a limited  partnership  or a manager in a limited  liability
company; or (3) fraud or written material  misrepresentation  by Borrower or any
officer,  director,  partner,  member or employee of Borrower in connection with
the  application  for or  creation  of the  Indebtedness  or any request for any
action or consent by Lender.

(f) In addition to any personal  liability for the Indebtedness,  Borrower shall
be  personally  liable to Lender for (1) the  performance  of all of  Borrower's
obligations   under  Section  18  of  the  Security   Instrument   (relating  to
environmental  matters);  (2) the costs of any audit under  Section 14(d) of the
Security  Instrument;  and (3) any  costs  and  expenses  incurred  by Lender in
connection  with the  collection of any amount for which  Borrower is personally
liable under this  Paragraph  9,  including  fees and out of pocket  expenses of
attorneys and expert witnesses and the costs of conducting any independent audit
of Borrower's  books and records to determine the amount for which  Borrower has
personal liability.

(g) To the extent that Borrower has personal  liability  under this Paragraph 9,
Lender may exercise its rights  against  Borrower  personally  without regard to
whether  Lender has exercised any rights  against the Mortgaged  Property or any
other  security,  or pursued any rights  against any  guarantor,  or pursued any
other rights available to Lender under this Note, the Security  Instrument,  any
other Loan  Document or  applicable  law. For purposes of this  Paragraph 9, the
term "Mortgaged Property" shall not include any funds that (1) have been applied
by Borrower as required or  permitted by the  Security  Instrument  prior to the
occurrence  of an  Event of  Default  or (2)  Borrower  was  unable  to apply as
required  or  permitted  by the  Security  Instrument  because of a  bankruptcy,
receivership, or similar judicial proceeding. To the fullest extent permitted by
applicable  law, in any action to enforce  Borrower's  personal  liability under
this  Paragraph  9,  Borrower  waives  any  right  to set off the  value  of the
Mortgaged Property against such personal liability.

10.   Voluntary and Involuntary Prepayments.

(a) A prepayment premium shall be payable in connection with any prepayment (any
receipt by Lender of  principal,  other than  principal  required  to be paid in
monthly installments pursuant to Paragraph 3(b), prior to the scheduled Maturity
Date set forth in Paragraph 3(c)) under this Note as provided below:

(1) Borrower may voluntarily  prepay all of the unpaid principal balance of this
Note on a Business Day  designated as the date for such  prepayment in a written
notice from  Borrower to Lender given at least 30 days prior to the date of such
prepayment.  Such prepayment shall be made by paying (A) the amount of principal
being prepaid,  (B) all accrued  interest,  (C) all other sums due Lender at the
time of such prepayment,  and (D) the prepayment premium calculated  pursuant to
Paragraph  10(c).  For all  purposes  including  the  accrual of  interest,  any
prepayment received by Lender on any day other than the last calendar day of the
month  shall be deemed to have been  received on the last  calendar  day of such
month.  For purposes of this Note,  a "Business  Day" means any day other than a
Saturday,  Sunday  or any other  day on which  Lender is not open for  business.
Unless expressly provided for in the Loan Documents, Borrower shall not have the
option to  voluntarily  prepay  less than all of the unpaid  principal  balance.
However,  if a partial  prepayment  is provided for in the Loan  Documents or is
accepted by Lender in  Lender's  discretion,  a  prepayment  premium  calculated
pursuant to Paragraph 10(c) shall be due and payable by Borrower.

(2) Upon  Lender's  exercise  of any  right of  acceleration  under  this  Note,
Borrower shall pay to Lender, in addition to the entire unpaid principal balance
of this  Note  outstanding  at the  time of the  acceleration,  (A) all  accrued
interest  and  all  other  sums  due  Lender,  and (B)  the  prepayment  premium
calculated pursuant to Paragraph 10(c).

(3) Any  application  by  Lender  of any  collateral  or other  security  to the
repayment of any portion of the unpaid  principal  balance of this Note prior to
the  Maturity  Date and in the absence of  acceleration  shall be deemed to be a
partial prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.

(b)  Notwithstanding  the provisions of Paragraph  10(a), no prepayment  premium
shall be payable with respect to (A) any prepayment  made during the period from
one  hundred  eighty  (180)  days  before  the  scheduled  Maturity  Date to the
scheduled  Maturity  Date,  or (B) any  prepayment  occurring as a result of the
application of any insurance  proceeds or condemnation  award under the Security
Instrument.

(c) Any prepayment premium payable under this Note shall be computed as follows:

            (1) If the  prepayment is made between the date of this Note and the
date  that is 180  months  after  the  first  day of the  first  calendar  month
following the date of this Note (the "Yield Maintenance Period"), the prepayment
premium shall be whichever is the greater of subparagraphs (i) and (ii) below:

            (i)   1.0% of the unpaid principal balance of this Note; or

            (ii)  the product obtained by multiplying:

                  (A)   the amount of principal being prepaid,
                  by
                  (B)   the  excess (if any) of the Monthly Note  Rate  over the
                        Assumed Reinvestment Rate,
                  by
                  (C)   the Present Value Factor.

            For purposes of subparagraph  (ii), the following  definitions shall
            apply:

            Monthly Note Rate: one-twelfth (1/12) of the annual interest rate of
            this Note, expressed as a decimal calculated to five digits.

            Prepayment Date: in the case of a voluntary prepayment,  the date on
            which the  prepayment  is made;  in the case of the  application  by
            Lender of  collateral  or  security  to a portion  of the  principal
            balance,  the date of such  application;  and in any other case, the
            date on which Lender  accelerates  the unpaid  principal  balance of
            this Note.

            Assumed  Reinvestment Rate:  one-twelfth (1/12) of the yield rate as
            of the date 5 Business  Days  before  the  Prepayment  Date,  on the
            9.250% U.S.  Treasury  Security  due February 1, 2016 as reported in
            The Wall Street Journal,  expressed as a decimal  calculated to five
            digits.  In the event that no yield is published  on the  applicable
            date  for the  Treasury  Security  used  to  determine  the  Assumed
            Reinvestment  Rate,  Lender,  in its  discretion,  shall  select the
            non-callable  Treasury  Security  maturing  in the same  year as the
            Treasury Security specified above with the lowest yield published in
            The  Wall  Street  Journal  as  of  the  applicable   date.  If  the
            publication  of such  yield  rates in The  Wall  Street  Journal  is
            discontinued  for any reason,  Lender shall select a security with a
            comparable rate and term to the Treasury  Security used to determine
            the  Assumed  Reinvestment  Rate.  The  selection  of  an  alternate
            security  pursuant  to this  Paragraph  shall  be  made in  Lender's
            discretion.

            Present Value Factor: the factor that discounts to present value the
            costs  resulting  to Lender from the  difference  in interest  rates
            during the months remaining in the Yield Maintenance  Period,  using
            the Assumed  Reinvestment  Rate as the discount  rate,  with monthly
            compounding, expressed numerically as follows:

                                     [OBJECT OMITTED]

            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

            (2) If the  prepayment  is made  after the  expiration  of the Yield
Maintenance  Period but before the period set forth in Paragraph 10(b)(A) above,
the  prepayment  premium shall be 1.0% of the unpaid  principal  balance of this
Note.

(d) Any  permitted  or  required  prepayment  of less than the unpaid  principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly  installments or change the amount of such  installments,  unless Lender
agrees otherwise in writing.

(e) Borrower  recognizes that any prepayment of the unpaid principal  balance of
this Note,  whether  voluntary or  involuntary  or  resulting  from a default by
Borrower,  will result in Lender's incurring loss, including  reinvestment loss,
additional expense and frustration or impairment of Lender's ability to meet its
commitments  to third  parties.  Borrower  agrees to pay to Lender  upon  demand
damages  for the  detriment  caused by any  prepayment,  and  agrees  that it is
extremely  difficult  and  impractical  to ascertain the extent of such damages.
Borrower  therefore  acknowledges  and agrees that the  formula for  calculating
prepayment  premiums set forth in this Note represents a reasonable  estimate of
the damages Lender will incur because of a prepayment.

(f) Borrower further acknowledges that the prepayment premium provisions of this
Note are a material part of the  consideration  for the Loan,  and  acknowledges
that the terms of this Note are in other  respects more favorable to Borrower as
a  result  of the  Borrower's  voluntary  agreement  to the  prepayment  premium
provisions.

11.  Costs and  Expenses.  To the  fullest  extent  allowed by  applicable  law,
Borrower  shall pay all expenses  and costs,  including  fees and  out-of-pocket
expenses  of  attorneys  (including  Lender's  in-house  attorneys)  and  expert
witnesses  and  costs of  investigation,  incurred  by Lender as a result of any
default under this Note or in connection  with efforts to collect any amount due
under  this  Note,  or to  enforce  the  provisions  of any of  the  other  Loan
Documents,  including those incurred in post-judgment  collection efforts and in
any  bankruptcy  proceeding  (including any action for relief from the automatic
stay of any  bankruptcy  proceeding)  or  judicial or  non-judicial  foreclosure
proceeding.

12.  Forbearance.  Any  forbearance  by Lender in exercising any right or remedy
under  this  Note,  the  Security  Instrument,  or any other  Loan  Document  or
otherwise  afforded by applicable  law, shall not be a waiver of or preclude the
exercise of that or any other right or remedy.  The  acceptance by Lender of any
payment after the due date of such  payment,  or in an amount which is less than
the required payment,  shall not be a waiver of Lender's right to require prompt
payment  when due of all other  payments or to exercise any right or remedy with
respect to any  failure to make  prompt  payment.  Enforcement  by Lender of any
security for  Borrower's  obligations  under this Note shall not  constitute  an
election by Lender of remedies so as to preclude the exercise of any other right
or remedy available to Lender.

13.  Waivers.  Presentment,  demand,  notice  of  dishonor,  protest,  notice of
acceleration,  notice of intent to demand or  accelerate  payment  or  maturity,
presentment  for  payment,  notice  of  nonpayment,   grace,  and  diligence  in
collecting  the  Indebtedness  are  waived by  Borrower  and all  endorsers  and
guarantors of this Note and all other third party obligors.

14. Loan Charges. Neither this Note nor any of the other Loan Documents shall be
construed  to create a contract for the use,  forbearance  or detention of money
requiring  payment of interest at a rate greater than the maximum  interest rate
permitted to be charged under applicable law. If any applicable law limiting the
amount of interest or other charges  permitted to be collected  from Borrower in
connection  with the Loan is  interpreted  so that any  interest or other charge
provided for in any Loan  Document,  whether  considered  separately or together
with other charges  provided for in any other Loan Document,  violates that law,
and Borrower is entitled to the benefit of that law,  that interest or charge is
hereby reduced to the extent necessary to eliminate that violation. The amounts,
if any,  previously  paid to Lender in excess of the permitted  amounts shall be
applied by Lender to reduce the unpaid  principal  balance of this Note. For the
purpose  of  determining  whether  any  applicable  law  limiting  the amount of
interest or other  charges  permitted  to be  collected  from  Borrower has been
violated,  all  Indebtedness  that  constitutes  interest,  as well as all other
charges made in connection with the Indebtedness that constitute interest, shall
be deemed to be allocated  and spread  ratably over the stated term of the Note.
Unless otherwise required by applicable law, such allocation and spreading shall
be  effected  in such a manner  that the rate of interest so computed is uniform
throughout the stated term of the Note.

15.  Commercial  Purpose.  Borrower  represents  that the  Indebtedness is being
incurred  by  Borrower  solely for the  purpose  of  carrying  on a business  or
commercial enterprise,  and not for personal,  family, household or agricultural
purposes.

16.  Counting  of  Days.  Except  where  otherwise  specifically  provided,  any
reference in this Note to a period of "days" means  calendar  days, not Business
Days.

17. Governing Law. This Note shall be governed by the law of the jurisdiction in
which the Land is located.

18.  Captions.  The captions of the paragraphs of this Note are for  convenience
only and shall be disregarded in construing this Note.

19.   Notices;   Written   Modifications.   All   notices,   demands  and  other
communications  required or permitted to be given by Lender to Borrower pursuant
to this  Note  shall be given in  accordance  with  Section  31 of the  Security
Instrument.  Any  modification  or amendment  to this Note shall be  ineffective
unless  in  writing  signed  by  the  party  sought  to  be  charged  with  such
modification or amendment;  provided,  however,  that in the event of a Transfer
under  the  terms  of  the  Security  Instrument,  any  or  some  or  all of the
Modifications  to Multifamily Note may be modified or rendered void by Lender at
Lender's option by notice to Borrower/transferee.

20. Consent to  Jurisdiction  and Venue.  Borrower  agrees that any  controversy
arising under or in relation to this Note shall be litigated  exclusively in the
jurisdiction  in which the Land is located (the  "Property  Jurisdiction").  The
state and federal  courts and  authorities  with  jurisdiction  in the  Property
Jurisdiction  shall have exclusive  jurisdiction  over all  controversies  which
shall arise under or in relation to this Note. Borrower  irrevocably consents to
service,  jurisdiction,  and venue of such  courts for any such  litigation  and
waives  any other  venue to which it might be  entitled  by virtue of  domicile,
habitual residence or otherwise.

21. WAIVER OF TRIAL BY JURY.  BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT A
TRIAL  BY JURY  WITH  RESPECT  TO ANY  ISSUE  ARISING  OUT OF  THIS  NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES  ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT  EXISTS NOW OR IN THE  FUTURE.  THIS WAIVER OF
RIGHT  TO  TRIAL  BY JURY IS  SEPARATELY  GIVEN  BY EACH  PARTY,  KNOWINGLY  AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

      ATTACHED EXHIBIT.  The following Exhibit is attached to this Note:

            -----
             X       Exhibit A     Modifications to Multifamily Note
            -----

      IN WITNESS WHEREOF, Borrower has signed and delivered this Note under seal
or has  caused  this  Note to be signed  and  delivered  under  seal by its duly
authorized representative. Borrower intends that this Note shall be deemed to be
signed and delivered as a sealed instrument.

                                    ANGELES INCOME PROPERTIES, LTD. II, a
                                      California limited partnership, doing
                                      business in New Jersey as Angeles Income
                                      Properties, Ltd. II Limited Partnership

                                    By:  Angeles Realty  Corporation    II,   a
                                         California corporation,
                                         its general partner




                                        By:  ______________________
                                            Patti K. Fielding
                                            Senior Vice President


                                  -----------------
                                  Borrower's Social Security/Employer ID Number


<PAGE>


PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE
CORPORATION, WITHOUT RECOURSE, THIS ____ DAY OF
JUNE, 2001
GMAC COMMERCIAL MORTGAGE CORPORATION, a
   California corporation



By:_________________________________
   Donald W. Marshall
   Vice President


<PAGE>


                                    EXHIBIT A

                        MODIFICATIONS TO MULTIFAMILY NOTE

1.    The first sentence of Paragraph 8 of the Note  ("Default  Rate") is hereby
      deleted and replaced with the following:

            So long as (a) any monthly  installment under this Note remains past
            due for more than thirty (30) days or (b) any other event of Default
            has  occurred  and is  continuing,  interest  under  this Note shall
            accrue on the unpaid  principal  balance from the earlier of the due
            date of the first unpaid  monthly  installment  or the occurrence of
            such other Event of Default, as applicable,  at a rate (the "Default
            Rate")  equal to the lesser of (1) the maximum  interest  rate which
            may be  collected  from  Borrower  under  applicable  law or (2) the
            greater of (i) three  percent (3%) above the  Interest  Rate or (ii)
            four percent  (4.0%) above the  then-prevailing  Prime Rate. As used
            herein,  the term  "Prime  Rate"  shall  mean  the rate of  interest
            announced by The Wall Street Journal from time to time as the "Prime
            Rate".

2.    Paragraph 9(c)of the Note is amended to add the following subparagraph(4):

(4)            failure  by  Borrower  to pay the  amount  of the water and sewer
               charges, taxes, fire, hazard or other insurance premiums,  ground
               rents,  assessments or other charges in accordance with the terms
               of the Security Instrument.

3.    Paragraph 19 is modified by deleting:  "; provided,  however,  that in the
      event of a Transfer  under the terms of the  Security  Instrument,  any or
      some or all of the  Modifications  to Multifamily  Note may be modified or
      rendered   void   by   Lender   at   Lender's    option   by   notice   to
      Borrower/transferee" in the last sentence of the Paragraph;  and by adding
      the following new sentence:

            The  Modifications  to Multifamily  Note set forth in this Exhibit A
            shall be null and void  unless  title to the  Mortgaged  Property is
            vested in an entity whose  Controlling  Interest(s)  are directly or
            indirectly  held by AIMCO  REIT or AIMCO OP. The  capitalized  terms
            used in this paragraph are defined in the Security Instrument.