UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-QSB

(Mark One)


[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                For the quarterly period ended March 31, 2005


[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


             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 ___



                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS


                      ANGELES INCOME PROPERTIES, LTD. II

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

                                 March 31, 2005

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 427
   Receivables and deposits                                                      479
   Restricted escrows                                                            530
   Other assets                                                                  635
   Investment properties:
      Land                                                    $ 1,691
      Buildings and related personal property                   27,022
                                                               28,713
      Less accumulated depreciation                            (23,032)        5,681
                                                                            $ 7,752

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 236
   Tenant security deposit liabilities                                           166
   Accrued property taxes                                                         38
   Other liabilities                                                             218
   Due to affiliates (Note B)                                                    271
   Mortgage notes payable                                                     19,488

Partners' Deficit
   General partners                                            $ (565)
   Limited partners (99,804 units issued and
      outstanding)                                             (12,100)      (12,665)
                                                                            $ 7,752

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                       ANGELES INCOME PROPERTIES, LTD. II

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


<TABLE>
<CAPTION>

                                                               Three Months Ended
                                                                       March 31,
                                                               2005          2004

Revenues:
<S>                                                          <C>            <C>
  Rental income                                              $ 1,168        $1,159
  Other income                                                    93            88
      Total revenues                                           1,261         1,247

Expenses:
  Operating                                                      495           425
  General and administrative                                      59            72
  Depreciation                                                   210           184
  Interest                                                       366           363
  Property taxes                                                 154           139
      Total expenses                                           1,284         1,183

(Loss) income from continuing operations                         (23)           64
Loss from discontinued operations                                 --          (116)
Gain from sale of discontinued operations                         --         9,556
Net (loss) income                                            $   (23)       $9,504

Net (loss) income allocated to general partners (1%)         $    --         $ 95

Net (loss) income allocated to limited partners (99%)            (23)        9,409

                                                             $   (23)       $9,504
Per limited partnership unit:
(Loss) income from continuing operations                     $ (0.23)       $ 0.63
Loss from discontinued operations                                 --         (1.15)
Gain from sale of discontinued operations                         --         94.79

Net (loss) income                                            $ (0.23)       $94.27

Distributions per limited partnership unit                   $    --        $41.73

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



                      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, 2004                    99,804        $ (565)    $(12,077)    $(12,642)

Net loss for the three months
   ended March 31, 2005                     --            --          (23)         (23)

Partners' deficit at
   March 31, 2005                       99,804        $ (565)    $(12,100)    $(12,665)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                       ANGELES INCOME PROPERTIES, LTD. II

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

                                                                  Three Months Ended
                                                                       March 31,
                                                                       2005    2004
Cash flows from operating activities:
<S>                                                                <C>        <C>
  Net (loss) income                                                $   (23)   $ 9,504
  Adjustments to reconcile net (loss) income to net cash
   provided by (used in) operating activities:
     Gain from sale of discontinued operations                         --      (9,556)
     Depreciation                                                      210        208
     Amortization of loan costs                                        37          11
     Loss on early extinguishment of debt                               --        159
     Change in accounts:
      Receivables and deposits                                        (169)       (34)
      Other assets                                                     (40)       (76)
      Accounts payable                                                  78         (4)
      Tenant security deposit liabilities                               (5)       (47)
      Accrued property taxes                                            38       (137)
      Due to affiliates                                                 5         (77)
      Other liabilities                                                (36)      (214)
          Net cash provided by (used in) operating activities           95       (263)

Cash flows from investing activities:
  Proceeds from sale of investment property                            --      10,769
  Property improvements and replacements                              (387)       (82)
  Net deposits to restricted escrows                                  (22)        (20)
          Net cash (used in) provided by investing
            activities                                                (409)    10,667

Cash flows from financing activities:
  Payments on mortgage notes payable                                  (97)       (154)
  Repayment of mortgage note payable                                   --      (6,062)
  Distributions to partners                                            --      (4,207)
  Loan costs paid                                                       (7)        --
          Net cash used in financing activities                      (104)    (10,423)

Net decrease in cash and cash equivalents                            (418)        (19)

Cash and cash equivalents at beginning of period                      845         793

Cash and cash equivalents at end of period                         $   427   $    774

Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $   317   $    380
Supplemental disclosure of non-cash activity:
  Property improvements and replacements included in accounts
    payable                                                        $   129   $     --

At  December  31,  2004,  approximately  $48,000 of  property  improvements  and
replacements  were  included  in accounts  payable and are  included in property
improvements and replacements at March 31, 2005.

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                       ANGELES INCOME PROPERTIES, LTD. II

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying  unaudited  consolidated financial statements of Angeles Income
Properties,  Ltd. II (the  "Partnership" or "Registrant")  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the  opinion of Angeles  Realty  Corporation  II (the
"Managing General Partner"),  which is wholly-owned by Apartment  Investment and
Management  Company  ("AIMCO"),  a publicly traded real estate investment trust,
all adjustments  (consisting of normal recurring accruals)  considered necessary
for a fair  presentation  have been  included.  Operating  results for the three
month period ended March 31, 2005 are not necessarily  indicative of the results
that may be expected for the fiscal year ending  December 31, 2005.  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, 2004.

Note B - Transactions with Affiliated Parties

The Partnership has no employees and depends 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.

Affiliates of the Managing General Partner receive 5% of gross receipts from all
of the Partnership's  properties for providing property management services. The
Partnership  paid to such affiliates  approximately  $63,000 and $83,000 for the
three months ended March 31, 2005 and 2004, respectively,  which are included in
operating expenses and loss from discontinued operations.

Affiliates  of  the  Managing   General  Partner  charged  the  Partnership  for
reimbursement of accountable  administrative expenses amounting to approximately
$64,000  and  $58,000  for the  three  months  ended  March  31,  2005 and 2004,
respectively,  which are  included in general and  administrative  expenses  and
investment  properties.   The  portion  of  these  reimbursements   included  in
investment  properties  for the three  months  ended March 31, 2005 and 2004 are
fees related to construction management services provided by an affiliate of the
Managing General Partner of approximately $35,000 and $1,000, respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current additions to investment properties.

The  Partnership  Agreement  provides  for a fee  equal to 10% of "Net cash from
operations," as defined in the Partnership  Agreement to be paid to the Managing
General Partner for executive and administrative management services. There were
no such fees earned by the Managing  General  Partner for the three months ended
March 31, 2005 and 2004.

Pursuant to the Partnership Agreement,  the Managing General Partner is entitled
to receive a distribution equal to 3% of the aggregate disposition price of sold
properties.  The Partnership paid a distribution of approximately $86,000 to the
Managing General Partner related to the sale of Atlanta Crossing Shopping Center
in March 2000.  This amount is  subordinate  to the limited  partners  receiving
their original capital  contributions  plus a cumulative  preferred return of 6%
per annum of their adjusted  capital  investment,  as defined in the Partnership
Agreement.  If the limited  partners  have not received  these  returns when the
Partnership terminates,  the Managing General Partner will return this amount to
the  Partnership.  It is not presently  expected that the limited  partners will
receive  these returns when the  Partnership  terminates.  Accordingly,  no such
distribution  was paid to the Managing General Partner related to the March 2004
sale of Georgetown Apartments.

In  accordance  with the  Partnership  Agreement,  during  the third and  fourth
quarter of 2004,  an  affiliate  of the Managing  General  Partner  advanced the
Partnership  approximately  $262,000  to fund  capital  improvements  and  costs
related to the  refinancing  of the mortgage  encumbering  Landmark  Apartments.
These  advances  bear  interest  at the  prime  rate plus 2% (7.75% at March 31,
2005).  Interest  expense was  approximately  $5,000 for the three  months ended
March 31, 2005. At March 31, 2005,  the total  outstanding  advances and accrued
interest was approximately $271,000 and is included in due to affiliates.  There
were no such advances made by affiliates of the Managing  General Partner to the
Partnership during the three months ended March 31, 2005 and 2004. Subsequent to
March 31,  2005,  an  affiliate of the  Managing  General  Partner  advanced the
Partnership  approximately  $67,000 to fund  capital  improvements  at  Landmark
Apartments.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers'  compensation,  property  casualty  and vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing  General  Partner.  During the three months  ended March 31, 2005,  the
Partnership  was charged by AIMCO and its affiliates  approximately  $43,000 for
hazard insurance coverage and fees associated with policy claims administration.
Additional  charges  will be  incurred by the  Partnership  during 2005 as other
insurance policies renew later in the year. The Partnership was charged by AIMCO
and its  affiliates  approximately  $62,000  for  insurance  coverage  and  fees
associated with policy claims  administration during the year ended December 31,
2004.

Note C - Disposition of Investment Property

On March 2, 2004, the Partnership  sold  Georgetown  Apartments to a third party
for a gross sale price of approximately  $10,950,000.  The net proceeds realized
by the Partnership were approximately $10,769,000 after payment of closing costs
and a prepayment  penalty  owed by the  Partnership  and paid by the buyer.  The
Partnership  used  approximately  $6,062,000  of the net  proceeds  to repay the
mortgage   encumbering  the  property.   The  Partnership  realized  a  gain  of
approximately  $9,556,000  as a result of the sale during the three months ended
March 31, 2004, which is included in gain from sale of discontinued  operations.
In addition, the Partnership recorded a loss on the early extinguishment of debt
of approximately $159,000 as a result of the write-off of unamortized loan costs
and  a  prepayment  penalty,   which  is  included  in  loss  from  discontinued
operations.  The property's  operations,  loss of approximately $116,000 for the
three months ended March 31, 2004, including revenues of approximately $234,000,
are included in loss from discontinued operations.

Note D - Contingencies

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that 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  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial  dissolution.  On January 28, 2002, the trail court granted  defendants
motion to strike the complaint.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On May 4, 2004,
the Objector filed a second appeal  challenging the court's use of a referee and
its order requiring Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  The Managing General Partner and its affiliates
are  currently  scheduled  to file an answer to  Objector's  petition on May 18,
2005.

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

As previously  disclosed AIMCO Properties L.P. and NHP Management Company,  both
affiliates of the Managing General Partner, are defendants in a lawsuit alleging
that they willfully violated the Fair Labor Standards Act ("FLSA") by failing to
pay  maintenance  workers  overtime  for all hours worked in excess of forty per
week.  The  complaint  attempts to bring a collective  action under the FLSA and
seeks to certify state subclasses in California,  Maryland,  and the District of
Columbia.  Specifically,  the plaintiffs  contend that AIMCO Properties L.P. and
NHP Management  Company failed to compensate  maintenance  workers for time that
they were required to be "on-call."  Additionally,  the complaint  alleges AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating  maintenance  workers for time that they worked in  responding to a
call  while  "on-call."  The  defendants  have  filed an answer  to the  amended
complaint  denying the substantive  allegations.  Oral argument  relating to the
certification of the collective  action is scheduled for May 12, 2005.  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
financial  condition or results of operations.  Similarly,  the Managing General
Partner does not believe that the ultimate  outcome will have a material adverse
effect on the  Partnership's  consolidated  financial  condition  or  results of
operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions brought by government  agencies,  the presence of hazardous
substances  on a  property  could  result in claims by  private  plaintiffs  for
personal injury,  disease,  disability or other  infirmities.  Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In  connection  with  the  ownership  and  operation  of  its  properties,   the
Partnership could  potentially be liable for environmental  liabilities or costs
associated with its properties.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold exposure. Affiliates of the Managing General Partner have
implemented a national  policy and  procedures to prevent or eliminate mold from
its properties  and the Managing  General  Partner  believes that these measures
will  eliminate,  or at least  minimize,  the  effects  that mold  could have on
residents.  To date,  the  Partnership  has not incurred  any material  costs or
liabilities  relating to claims of mold  exposure  or to abate mold  conditions.
Because the law  regarding  mold is unsettled and subject to change the Managing
General  Partner  can make no  assurance  that  liabilities  resulting  from the
presence of or exposure to mold will not have a material  adverse  effect on the
Partnership's consolidated financial condition or results of operations.

SEC Investigation

The  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission (the "SEC") is conducting a formal investigation  relating to certain
matters.  Although  the staff of the SEC is not limited in the areas that it may
investigate,   AIMCO  believes  the  areas  of  investigation   include  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts  payable,  rent  concessions,   vendor  rebates,
capitalization  of payroll and certain other costs and tax credit  transactions.
At the end of the first quarter of 2005, the SEC added certain tender offers for
limited partnership interests as an area of investigation.  AIMCO is cooperating
fully.  AIMCO is not able to predict  when the  investigation  will be resolved.
AIMCO does not believe  that the ultimate  outcome will have a material  adverse
effect  on its  consolidated  financial  condition  or  results  of  operations.
Similarly,  the  Managing  General  Partner  does not believe  that the ultimate
outcome will have a material  adverse effect on the  Partnership's  consolidated
financial condition or results of operations.

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

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

The Partnership's  investment properties consist of two apartment complexes. The
following table sets forth the average occupancy of the properties for the three
months ended March 31, 2005 and 2004:

                                         Average Occupancy
Property                                 2005        2004

Deer Creek Apartments (1)                 96%         92%
   Plainsboro, New Jersey
Landmark Apartments (2)                   82%         87%
   Raleigh, North Carolina

(1)   The Managing General Partner  attributes the increase in occupancy at Deer
      Creek Apartments to improved economic conditions in the Plainsboro area.

(2)   The  Managing  General  Partner  attributes  the  decrease in occupancy at
      Landmark Apartments to increased resident selection standards.

The  Partnership's  financial  results depend upon a number of factors including
the  ability to attract  and  maintain  tenants  at the  investment  properties,
interest  rates on mortgage  loans,  costs  incurred  to operate the  investment
properties,  general  economic  conditions  and weather.  As part of the ongoing
business plan of the  Partnership,  the Managing  General  Partner  monitors the
rental market environment of its investment properties to assess the feasibility
of increasing rents,  maintaining or increasing  occupancy levels and protecting
the Partnership  from increases in expenses.  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,  the Managing  General Partner may use
rental  concessions  and  rental  rate  reductions  to offset  softening  market
conditions; accordingly, there is no guarantee that the Managing General Partner
will be able to sustain  such a plan.  Further,  a number of  factors  which are
outside the control of the  Partnership  such as the local economic  climate and
weather can adversely or positively affect the Partnership's financial results.

Results of Operations

The  Partnership's  net loss for the  three  months  ended  March  31,  2005 was
approximately  $23,000,  compared to net income of approximately  $9,504,000 for
the three months ended March 31, 2004. On March 2, 2004,  the  Partnership  sold
Georgetown  Apartments to a third party for a gross sale price of  approximately
$10,950,000.  The net proceeds  realized by the Partnership  were  approximately
$10,769,000 after payment of closing costs and a prepayment  penalty owed by the
Partnership and paid by the buyer. The Partnership used approximately $6,062,000
of the net  proceeds  to  repay  the  mortgage  encumbering  the  property.  The
Partnership realized a gain of approximately  $9,556,000 as a result of the sale
during the three  months  ended March 31,  2004,  which is included in gain from
sale of discontinued operations. In addition, the Partnership recorded a loss on
the early  extinguishment  of debt of approximately  $159,000 as a result of the
write-off of unamortized loan costs and a prepayment penalty,  which is included
in loss from  discontinued  operations.  The  property's  operations,  a loss of
approximately  $116,000 for the three  months  ended March 31,  2004,  including
revenues  of  approximately  $234,000  are  included  in loss from  discontinued
operations.

The  Partnership's  loss from  continuing  operations for the three months ended
March 31, 2005 was  approximately  $23,000,  compared to income from  continuing
operations of  approximately  $64,000 for the three months ended March 31, 2004.
The decrease in income from continuing operations is due to an increase in total
expenses,  partially  offset by an increase in total  revenues.  The increase in
total expenses is due to increases in operating,  depreciation, and property tax
expenses, partially offset by a decrease in general and administrative expenses.
Interest expense remained relatively  constant for the comparable  periods.  The
increase in  operating  expenses is  primarily  due to increases in snow removal
expense at Deer Creek  Apartments and contract  maintenance  expense at Landmark
Apartments. The increase in depreciation expense is due to property improvements
and  replacements  placed into service at both of the  Partnership's  investment
properties  during the past twelve months.  The increase in property tax expense
is due to an increase in the tax rate at Deer Creek Apartments.  The decrease in
general and administrative expenses is due to a decrease in the cost of services
included in the management  reimbursements  to the Managing  General  Partner as
allowed  under the  Partnership  Agreement,  partially  offset by an increase in
partnership tax expense.  Also included in general and  administrative  expenses
for the three months ended March 31, 2005 and 2004 are costs associated with the
quarterly and annual  communications  with investors and regulatory agencies and
the annual audit required by the Partnership Agreement.

The  increase  in total  revenues is due to  increases  in both rental and other
income. The increase in rental income is primarily due to increases in occupancy
at Deer Creek Apartments and the average rental rate at Landmark Apartments, and
a  decrease  in  bad  debt  expense  at  both  of the  Partnership's  investment
properties,  partially  offset by decreases in occupancy at Landmark  Apartments
and the average  rental  rate at Deer Creek  Apartments.  The  increase in other
income is primarily due to an increase in late charges at Deer Creek Apartments,
partially  offset  by a  decrease  in  lease  cancellation  fees  at both of the
Partnership's investment properties.

Liquidity and Capital Resources

At  March  31,  2005,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $427,000,  compared to approximately  $774,000 at March 31, 2004.
The  decrease  in cash and cash  equivalents  of  approximately  $418,000,  from
December 31, 2004,  is due to  approximately  $409,000 of cash used in investing
activities  and  approximately  $104,000 of cash used in  financing  activities,
partially  offset  by  approximately  $95,000  of  cash  provided  by  operating
activities. Cash used in investing activities consisted of property improvements
and  replacements and net deposits to restricted  escrow accounts  maintained by
the mortgage lender. Cash used in financing  activities consisted of payments of
principal made on the mortgage  encumbering Deer Creek Apartments and loan costs
paid  related to the  November  2004  refinancing  of the  mortgage  encumbering
Landmark  Apartments.  The Partnership  invests its working capital  reserves in
interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. The Managing General Partner
monitors  developments  in the  area of legal  and  regulatory  compliance.  For
example,  the  Sarbanes-Oxley  Act  of  2002  mandates  or  suggests  additional
compliance  measures  with  regard to  governance,  disclosure,  audit and other
areas.  In light of these changes,  the  Partnership  expects that it will incur
higher expenses related to compliance.  Capital improvements planned for each of
the Partnership's properties are detailed below.

Deer Creek Apartments

During  the  three  months  ended  March 31,  2005,  the  Partnership  completed
approximately  $117,000  of  capital  improvements  at  Deer  Creek  Apartments,
consisting  primarily of furniture  upgrades and  appliance  and floor  covering
replacements.  These  improvements  were funded from  operating  cash flow.  The
Partnership  regularly  evaluates the capital improvement needs of the property.
While the Partnership has no material commitments for property  improvements and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as anticipated cash flow generated by the property.

Landmark Apartments

During  the  three  months  ended  March 31,  2005,  the  Partnership  completed
approximately   $351,000  of  capital   improvements  at  Landmark   Apartments,
consisting primarily of a repair project to address water filtration issues with
15 units. Based upon current plans, the Managing General Partner anticipates the
project to be complete and all units back online in May, 2005 at a total cost of
approximately  $471,000.  Other improvements  consisted  primarily of structural
improvements,  exterior painting, major landscaping, fitness equipment, interior
and  exterior  building  improvements,  furniture  upgrades  and floor  covering
replacement.  These  improvements  were funded  from  operating  cash flow.  The
Partnership  regularly  evaluates the capital improvement needs of the property.
While the Partnership has no material commitments for property  improvements and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as  replacement  reserves  and  anticipated  cash flow  generated by the
property.

The  capital  expenditures  will be  incurred  only if  cash is  available  from
operations,  Partnership  reserves,  or advances from affiliates of the Managing
General  Partner.  To the extent that capital  improvements  are completed,  the
Partnership's  distributable  cash flow,  if any, may be  adversely  affected at
least in the short term.

The  Partnership's  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 approximately  $12,488,000 is
amortized  over 20 years and  matures  on July 1, 2021 at which time the loan is
scheduled to be fully amortized. On November 1, 2004, the Partnership obtained a
mortgage in the  principal  amount of  $7,000,000  on Landmark  Apartments.  The
existing  mortgage  with  an  outstanding   principal  amount  of  approximately
$5,950,000 matured on November 1, 2004 and was repaid with proceeds from the new
mortgage. Loan costs associated with the existing mortgage were fully amortized.
Total capitalized loan costs associated with the new mortgage were approximately
$208,000  during  the  year  ended  December  31,  2004.  These  costs  included
approximately $70,000 paid to the Managing General Partner. Approximately $7,000
of additional  loan costs were  capitalized  during the three months ended March
31, 2005. The new mortgage  requires monthly  payments of interest  beginning on
December 1, 2004 until the loan matures  November 1, 2006,  with interest  being
equal to the  average of the one month LIBOR plus 235 basis  points  (5.2082% at
March 31, 2005 with a minimum  rate of  4.3662%).  In  conjunction  with the new
mortgage  note,  the  Partnership  paid  approximately  $13,000 to enter into an
interest rate cap agreement, which limits the Partnership's exposure to interest
rate  increases.  Under this  interest  rate cap  agreement,  the  Partnership's
interest  rate on the  amounts  owed to the lender  will be no higher than 5.5%.
Adjustments to the initial amount paid are  recognized in interest  expense.  In
addition, the new mortgage requires monthly escrow deposits for taxes, insurance
and replacement reserves and a $500,000 repair reserve that was established with
the lender at closing.  As a condition  of making the new  mortgage,  the lender
required AIMCO  Properties,  L.P., an affiliate of the Managing General Partner,
to guarantee the obligations and liabilities of the Partnership  with respect to
the new mortgage.

The Partnership  distributed the following amounts during the three months ended
March 31, 2005 and 2004 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                      Three Months      Per Limited      Three Months      Per Limited
                          Ended         Partnership         Ended          Partnership
                     March 31, 2005        Unit         March 31, 2004        Unit

<S>  <C>                  <C>              <C>              <C>              <C>
Sale (1)                  $ --             $ --             $3,927           $38.96
Operations                   --               --               280             2.77
Total                     $ --             $ --             $4,207           $41.73
</TABLE>

(1) From proceeds from the sale of Georgetown Apartments.

Future cash  distributions  will depend on the levels of net cash generated from
operations  and the  timing of debt  maturities,  refinancings  and/or  property
sales.  The  Partnership's  cash  available  for  distribution  is reviewed on a
monthly basis.  There can be no assurance,  however,  that the Partnership  will
generate sufficient funds from operations after planned capital  expenditures to
permit any distributions to its partners in 2005 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 69,067 limited  partnership  units
(the "Units") in the Partnership representing 69.20% of the outstanding Units at
March 31, 2005. A number of these Units were acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will acquire  additional Units in exchange for cash or a combination of cash and
units in AIMCO  Properties  L.P.,  the operating  partnership  of AIMCO,  either
through  private  purchases  or  tender  offers.  Pursuant  to  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 69.20% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
such voting  decisions  with respect to the  Partnership.  Although the Managing
General  Partner  owes  fiduciary   duties  to  the  limited   partners  of  the
Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as
its sole stockholder.  As a result,  the duties of the Managing General Partner,
as managing  general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the Managing  General  Partner to AIMCO as
its sole stockholder.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the Partnership
to  make  estimates  and  assumptions.  The  Partnership  believes  that  of its
significant  accounting  policies,  the following may involve a higher degree of
judgment and complexity.

Impairment of Long-Lived Assets

The Partnership's  investment  properties are recorded at cost, less accumulated
depreciation,  unless considered impaired.  If events or circumstances  indicate
that the carrying  amount of a property may be impaired,  the  Partnership  will
make an assessment of its  recoverability by estimating the undiscounted  future
cash flows,  excluding interest charges, of the property. If the carrying amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's investment properties.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any adverse changes in these factors could cause impairment of the Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.

ITEM 3.     CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Managing  General  Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer  and  principal  financial  officer of the  Managing  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fiscal quarter to which this report relates that have  materially  affected,  or
are reasonably likely to materially affect,  the Partnership's  internal control
over financial reporting.

                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that 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  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial  dissolution.  On January 28, 2002, the trial court granted  defendants
motion to strike the complaint.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering judgment thereto. On May 4, 2004 the
Objector filed a second appeal  challenging the court's use of a referee and its
order requiring Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  The Managing General Partner and its affiliates
are  currently  scheduled  to file an answer to  Objector's  petition on May 18,
2005.

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

As previously  disclosed AIMCO Properties L.P. and NHP Management Company,  both
affiliates of the Managing General Partner, are defendants in a lawsuit alleging
that they willfully violated the Fair Labor Standards Act ("FLSA") by failing to
pay  maintenance  workers  overtime  for all hours worked in excess of forty per
week.  The  complaint  attempts to bring a collective  action under the FLSA and
seeks to certify state subclasses in California,  Maryland,  and the District of
Columbia.  Specifically,  the plaintiffs  contend that AIMCO Properties L.P. and
NHP Management  Company failed to compensate  maintenance  workers for time that
they were required to be "on-call."  Additionally,  the complaint  alleges AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating  maintenance  workers for time that they worked in  responding to a
call  while  "on-call."  The  defendants  have  filed an answer  to the  amended
complaint  denying the substantive  allegations.  Oral argument  relating to the
certification of the collective  action is scheduled for May 12, 2005.  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
financial  condition or results of operations.  Similarly,  the Managing General
Partner does not believe that the ultimate  outcome will have a material adverse
effect on the  Partnership's  consolidated  financial  condition  or  results of
operations.

ITEM 5.     OTHER INFORMATION

            None.

ITEM 6.     EXHIBITS

            See Exhibit Index.



                                   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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President

                                    By:   /s/Stephen B. Waters
                                          Stephen B. Waters
                                          Vice President


                                    Date: May 11, 2005


                      ANGELES INCOME PROPERTIES, LTD. II

                                  EXHIBIT INDEX


Exhibit Number    Description of Exhibit


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

      3.2         Amended  Agreement of Limited  Partnership of the  Partnership
                  dated  March  31,  1983  filed  in  the  Prospectus,   of  the
                  Partnership,  as Exhibit A, dated March 31, 1983  incorporated
                  herein by reference

      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  for  Deer  Creek
                  Apartments,  is  incorporated  by reference  to the  Quarterly
                  Report on Form 10-QSB for the quarter ended June 30, 2001.

      10.21       Purchase and Sale Contract between Georgetown AIP II, L.P. and
                  Freestone  Realty  Advisors,  LLC,  dated  November  25, 2003,
                  incorporated  by reference  to the Current  Report on Form 8-K
                  dated March 2, 2004.

      10.22       First   Amendment  to  Purchase  and  Sale  Contract   between
                  Georgetown AIP II, L.P. and Freestone  Realty  Advisors,  LLC,
                  dated  January  9,  2004,  incorporated  by  reference  to the
                  Current Report on Form 8-K dated March 2, 2004.

      10.23       Second   Amendment  to  Purchase  and  Sale  Contract  between
                  Georgetown AIP II, L.P. and Freestone  Realty  Advisors,  LLC,
                  dated  January 12,  2004,  incorporated  by  reference  to the
                  Current Report on Form 8-K dated March 2, 2004.

      10.24       Third   Amendment  to  Purchase  and  Sale  Contract   between
                  Georgetown AIP II, L.P. and Freestone  Realty  Advisors,  LLC,
                  dated  January 13,  2004,  incorporated  by  reference  to the
                  Current Report on Form 8-K dated March 2, 2004.

      10.25       Reinstatement  and  Fourth  Amendment  to  Purchase  and  Sale
                  Contract between  Georgetown AIP II, L.P. and Freestone Realty
                  Advisors,   LLC,  dated  January  24,  2004,  incorporated  by
                  reference  to the  Current  Report on Form 8-K dated  March 2,
                  2004.

      10.26       Assignment and Assumption of Contract between Freestone Realty
                  Advisors,   LLC,  as   Assignor   and   Georgetown   Apartment
                  Homes-FRIP,  L.L.C.,  as  Assignee,  dated  February 11, 2004,
                  incorporated  by reference  to the Current  Report on Form 8-K
                  dated March 2, 2004.

      10.28       Loan Agreement  dated November 1, 2004 between  Angeles Income
                  Properties, Ltd. II, a California limited partnership and GMAC
                  Commercial  Mortgage  Bank,  incorporated  by reference to the
                  Current Report on Form 8-K dated November 1, 2004.

      10.29       Promissory Notes dated November 1, 2004 between Angeles Income
                  Properties, Ltd. II, a California limited partnership and GMAC
                  Commercial  Mortgage  Bank,  incorporated  by reference to the
                  Current Report on Form 8-K dated November 1, 2004.

                      ANGELES INCOME PROPERTIES, LTD. II

                            EXHIBIT INDEX - CONTINUED


      10.30       Guaranty dated November 1, 2004 by AIMCO Properties, L.P., for
                  the benefit of GMAC Commercial Mortgage Bank,  incorporated by
                  reference to the Current  Report on Form 8-K dated November 1,
                  2004.

      31.1        Certification  of  equivalent  of  Chief  Executive  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      31.2        Certification  of  equivalent  of  Chief  Financial  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      32.1        Certification   Pursuant  to  18  U.S.C.  Section  1350,  as
                  Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.

Exhibit 31.1

                                  CERTIFICATION

I, Martha L. Long, certify that:

1.    I have reviewed  this  quarterly  report on Form 10-QSB of Angeles  Income
      Properties Ltd. II;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

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

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.


Date:  May 11, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior  Vice  President  of  Angeles
                                    Realty  Corporation  II,  equivalent
                                    of the chief  executive  officer  of
                                    the Partnership


Exhibit 31.2

                                  CERTIFICATION

I, Stephen B. Waters certify that:

1.    I have reviewed  this  quarterly  report on Form 10-QSB of Angeles  Income
      Properties Ltd. II;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

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

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date:  May 11, 2005
                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice    President   of   Angeles    Realty
                                    Corporation  II,  equivalent  of the chief
                                    financial officer of the Partnership


Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with the  Quarterly  Report  on Form  10-QSB of  Angeles  Income
Properties,  Ltd. II (the  "Partnership"),  for the quarterly period ended March
31, 2005 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), Martha L. Long, as the equivalent of the chief executive officer
of the  Partnership,  and  Stephen B.  Waters,  as the  equivalent  of the chief
financial  officer of the  Partnership,  each hereby  certifies,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  May 11, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  May 11, 2005


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