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, 2000


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


                For the transition period from _________to _________

                         Commission file number 0-11767

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


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

                          55 Beattie Place, PO Box 1089

                        Greenville, South Carolina 29602

                      (Address of principal executive offices)


                                 (864) 239-1000

                           (Issuer's telephone number)

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


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                         ANGELES INCOME PROPERTIES, LTD. II

                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                          (in thousands, except unit data)

                                  June 30, 2000
<TABLE>
<CAPTION>

Assets

<S>                                                                          <C>
   Cash and cash equivalents                                                 $   536
   Receivables and deposits                                                      568
   Restricted escrows                                                            283
   Other assets                                                                  305
   Investment in joint venture                                                     2
   Investment properties:
      Land                                                    $  1,984
      Buildings and related personal property                   30,998
                                                                32,982

      Less accumulated depreciation                            (23,464)        9,518
                                                                            $ 11,212

Liabilities and Partners' Deficit
Liabilities

   Accounts payable                                                          $   166
   Tenant security deposit liabilities                                           282
   Accrued property taxes                                                        176
   Other liabilities                                                             217
   Due to affiliates                                                             108
   Mortgage notes payable                                                     17,669

Partners' Deficit

   General partners                                            $  (514)
   Limited partners (99,784 units issued and
      outstanding)                                              (6,892)       (7,406)
                                                                            $ 11,212
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements


<PAGE>

b)

                         ANGELES INCOME PROPERTIES, LTD. II

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)
<TABLE>
<CAPTION>

                                                 Three Months Ended      Six Months Ended
                                                      June 30,               June 30,
                                                  2000       1999        2000        1999
Revenues:                                                 (Restated)              (Restated)
<S>                                             <C>         <C>         <C>         <C>
  Rental income                                 $ 1,610     $ 1,567     $ 3,215     $ 3,142
  Other income                                      158         119         244         208
        Total revenues                            1,768       1,686       3,459       3,350

Expenses:
  Operating                                         550         531       1,076       1,061
  General and administrative                         50          78         162         149
  Depreciation                                      443         380         866         781
  Interest                                          335         357         686         714
  Property taxes                                    107         143         247         281
        Total expenses                            1,485       1,489       3,037       2,986

Income before equity in income of
  joint venture, discontinued operation,
  and extraordinary item                            283         197         422         364
Equity in income of joint venture                    --          26          --         427

Income before discontinued operation and
  extraordinary item                                283         223         422         791
Income (loss) from discontinued operation            55         (48)        116          50
Gain on sale of discontinued operation               --          --       2,060          --
Income before extraordinary item                    338         175       2,598         841
Equity in extraordinary loss on early
  extinguishment of debt of joint venture            --          --          --          (1)

 Net income                                      $  338       $ 175     $ 2,598       $ 840

Net income allocated to general partners              3           2         111           8
Net income allocated to limited partners            335         173       2,487         832

                                                 $  338       $ 175     $ 2,598       $ 840
Per limited partnership unit:
  Income before discontinued operation
   and extraordinary item                        $ 2.81      $ 2.21     $ 4.19       $ 7.85
  Income (loss) from discontinued operation        0.55       (0.48)      1.15         0.50
  Gain on sale of discontinued operation             --          --      19.58           --
  Extraordinary item                                 --          --         --        (0.01)

Net income                                       $ 3.36     $  1.73    $ 24.92       $ 8.34

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

            See Accompanying Notes to Consolidated Financial Statements


<PAGE>


c)

                         ANGELES INCOME PROPERTIES, LTD. II

               CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)

                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                      Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners     Total

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

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

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

Net income for the six months
   ended June 30, 2000                      --           111        2,487      2,598

Partners' deficit at
   June 30, 2000                        99,784        $ (514)     $(6,892)   $(7,406)

</TABLE>

            See Accompanying Notes to Consolidated Financial Statements


<PAGE>



d)
                         ANGELES INCOME PROPERTIES, LTD. II

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                   (in thousands)
<TABLE>
<CAPTION>

                                                                  Six Months Ended
                                                                      June 30,

                                                                  2000        1999
Cash flows from operating activities:

<S>                                                             <C>           <C>
  Net income                                                    $ 2,598       $  840
  Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation                                                  866          853
      Amortization of discounts, loan costs and lease
        commissions                                                  45           49
      Bad debt expense, net                                          --           75
      Equity in income of joint venture                              --         (427)
      Equity in extraordinary loss on early extinguishment
        of debt of joint venture                                     --            1
      Loss on disposal of property                                   --           35
      Gain on sale of investment property                        (2,060)          --
      Change in accounts:
        Receivables and deposits                                   (218)          18
        Other assets                                                158          (42)
        Accounts payable                                             78           (6)
        Tenant security deposit liabilities                          (7)          13
        Accrued property taxes                                       37          (19)
        Due to affiliates                                          (206)          --
        Other liabilities                                          (225)         (53)

          Net cash provided by operating activities               1,066        1,337

Cash flows from investing activities:

  Property improvements and replacements                           (757)        (265)
  Net withdrawals from restricted escrows                            32           54
  Proceeds from sale of investment property                       2,746           --
  Distributions from joint venture                                   --          380
  Repayment of advances to joint venture                             --           46

          Net cash provided by investing activities               2,021          215

Cash flows from financing activities:

  Payments on mortgage notes payable                               (120)        (110)
  Distributions to partners                                      (6,660)          --

          Net cash used in financing activities                  (6,780)        (110)

Net (decrease) increase in cash and cash equivalents             (3,693)       1,442

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

Cash and cash equivalents at end of period                       $  536      $ 3,505

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $  664        $ 674
</TABLE>

At December  31,  1999,  approximately  $157,000 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.

            See Accompanying Notes to Consolidated Financial Statements


<PAGE>

e)

                         ANGELES INCOME PROPERTIES, LTD. II

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The accompanying  unaudited  consolidated financial statements of Angeles Income
Properties,  Ltd. II (the  "Partnership" or "Registrant")  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the  opinion of Angeles  Realty  Corporation  II (the
"Managing  General  Partner"),  all adjustments  (consisting of normal recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three and six month periods ended June 30, 2000,  are
not  necessarily  indicative  of the results that may be expected for the fiscal
year  ending  December  31,  2000.  For  further   information,   refer  to  the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1999.

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

Principles of Consolidation

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

Note B - Transfer of Control

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

Note C - Investment in Joint Venture

The  Partnership  has a 14.4%  investment  in  Princeton  Meadows Golf Course JV
("Joint  Venture").  On  February  26,  1999,  the Joint  Venture  sold its only
investment  property,  Princeton Meadows Golf Course,  to an unaffiliated  third
party.  The sale  resulted in net  proceeds of  approximately  $3,411,000  after
payment of  closing  costs and  repayment  of  mortgage  principal  and  accrued
interest.  As of June 30,  1999,  the Joint  Venture  recorded a gain on sale of
approximately  $3,108,000 after the write-off of undepreciated  fixed assets. In
connection with the sale, a commission of approximately $153,000 was paid to the
Joint  Venture's  managing  general partner in accordance with the Joint Venture
Agreement.  The Partnership's  1999 pro-rata share of this gain at June 30, 1999
was  approximately  $448,000 and its equity in loss on  operations  of the Joint
Venture at June 30, 1999 amounted to  approximately  $21,000.  The Joint Venture
also  recognized  an  extraordinary  loss  on  early  extinguishment  of debt of
approximately  $7,000 as a result of  unamortized  loan costs being written off.
The  Partnership's  pro-rata share of this  extraordinary  loss is approximately
$1,000.

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

      Assets
      Cash                                                $ 16
         Total                                            $ 16

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

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

                                            Three Months Ended     Six Months Ended
                                               June 30, 1999         June 30, 1999

<S>                                                <C>                    <C>
Revenues                                           $  61                  $ 91
Costs and expenses                                  (100)                 (231)
Loss before gain on sale of investment
  property and extraordinary loss on
  extinguishment of debt                             (39)                 (140)
Gain on sale of investment property                  223                 3,108
Extraordinary loss on extinguishment
  of debt                                             --                    (7)
Net income                                         $ 184                $2,961
</TABLE>

The Partnership  recognized its 14.4% equity income of approximately $427,000 in
the Joint Venture for the six months ended June 30, 1999. The  Partnership  also
realized an extraordinary  loss on  extinguishment of debt of $1,000 for the six
months ended June 30, 1999. Due to the sale of Princeton  Meadows Golf Course in
February 1999,  the Joint Venture had no operations  during the six months ended
June 30, 2000. Therefore, the Partnership did not recognize any equity in income
of the Joint  Venture for the six months ended June 30, 2000.  In addition,  the
Partnership  anticipates  that  after  filing  the final tax return of the Joint
Venture during the third quarter of 2000, all remaining  assets and  liabilities
of the Joint Venture will be liquidated.


<PAGE>


Note D - Transactions with Affiliated Parties

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

                                                              2000       1999
                                                              (in thousands)
   Property management fees (included in
     operating expenses)                                     $ 169      $ 169
   Reimbursement for services of affiliates
     (included in operating expense, general and
      administrative expense and investment properties)         81        114
   Due (to) from affiliate                                    (108)        26
   Disposition fee (included in general partner
      distribution)                                             86         --

During the six months ended June 30, 2000 and 1999,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Registrant's  residential properties for providing property management services.
The Registrant  paid to such affiliates  approximately  $169,000 for both of the
six months ended June 30, 2000 and 1999.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $81,000 and
$114,000 for the six months ended June 30, 2000 and 1999, respectively.

The Partnership Agreement provides for a fee equal to 10% of "Net cash flow from
operations," as defined in the Partnership  Agreement to be paid to the Managing
General Partner for executive and administrative management services. The amount
of the fee for the quarter  ended June 30, 2000 was  $22,000.  It is included in
"Due to affiliates" on the consolidated balance sheet.

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 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.  When the limited  partners  receive these returns,  the
distribution  will be paid to the  Managing  General  Partner.  This  amount  is
included in "Due to  affiliates" on the  consolidated  balance sheet for the six
months ended June 30, 2000.

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

AIMCO and its affiliates  currently own 49,727 limited  partnership units in the
Partnership  representing  49.83% of the  outstanding  units.  A number of these
units were acquired  pursuant to tender offers made by AIMCO or its  affiliates.
It is possible  that AIMCO or its  affiliates  will make one or more  additional
offers to acquire  additional limited  partnership  interests in the Partnership
for cash or in exchange for units in the operating partnership of AIMCO. In this
regard,  on July 24, 2000,  an  affiliate  of AIMCO  commenced a tender offer to
purchase any and all of the remaining Partnership interests for a purchase price
of $165.00. Under the Partnership  Agreement,  unitholders holding a majority of
the Units are entitled to take action with respect to a variety of matters. As a
result  of its  ownership  of  49.83% of the  outstanding  units,  AIMCO is in a
position to  significantly  influence all voting  decisions  with respect to the
Registrant. When voting on matters, AIMCO would in all likelihood vote the Units
it acquired  in a manner  favorable  to the  interest  of the  Managing  General
Partner because of their affiliation with the Managing General Partner.

Note E - Sale of Discontinued Operation

In March 2000, Atlanta Crossing Shopping Center, located in Montgomery, Alabama,
was sold to an  unaffiliated  party for  $2,875,000.  After  payment  of closing
expenses,  the net sales proceeds received by the Partnership were approximately
$2,746,000.  For financial  statement  purposes,  the sale resulted in a gain of
approximately $2,060,000,  which was recognized during the 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.  Accordingly,  the 1999 statement of operations has been restated to
reflect this presentation. Revenues of this property were approximately $195,000
and  $271,000  for the six months  ended June 30,  2000 and 1999,  respectively.
Revenues of this property were  approximately  $59,000 and $32,000 for the three
month periods ended June 30, 2000 and 1999, respectively. Income from operations
was  approximately  $116,000  and $50,000 for the six months ended June 30, 2000
and 1999, respectively.  Income (loss) from operations was approximately $55,000
and  $(48,000)  for the  three  month  periods  ended  June 30,  2000 and  1999,
respectively.

Note F - Distributions

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) is from  operations  and  approximately
$426,000  (approximately  $422,000 to the limited  partners or $4.23 per limited
partnership  unit) is from  proceeds  from the sale of  Princeton  Meadows  Golf
Course Joint Venture. 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  from 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.  During the six
months ended June 30, 1999, the Partnership did not pay any distributions to its
partners.


<PAGE>


Note G - Segment Reporting

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

Measurement  of segment profit or loss: The  Partnership  evaluates  performance
based on segment profit (loss) before  depreciation.  The accounting policies of
the reportable segments are the same as those of the Partnership as described in
the  Partnership's  Annual Report on Form 10-KSB for the year ended December 31,
1999.

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

Segment  information for the three and six month periods ended June 30, 2000 and
1999 is shown in the tables below (in  thousands).  The "Other" column  includes
Partnership administration related items and income and expense not allocated to
the reportable segments.
<TABLE>
<CAPTION>

      Three months ended
         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


      Three months ended
         June 30, 1999           Residential    Commercial       Other       Totals
                                              (discontinued)
Rental income                      $ 1,567         $   --          $ --      $ 1,567
Other income                           102             --            17          119
Interest expense                       357             --            --          357
Depreciation                           380             --            --          380
General and administrative
  expense                               --             --            78           78
Equity in income of
  joint venture                         --             --            26           26
Loss from discontinued

  operation                             --            (48)           --          (48)
Segment profit (loss)                  258            (48)          (35)         175


       Six months ended
         June 30, 1999           Residential    Commercial       Other       Totals
                                              (discontinued)
Rental income                      $ 3,142           $ --          $ --      $ 3,142
Other income                           183             --            25          208
Interest expense                       714             --            --          714
Depreciation                           781             --            --          781
General and administrative
  expense                               --             --           149          149
Equity in income of
  joint venture                         --             --           427          427
Income from discontinued

  operation                             --             50            --           50
Equity in extraordinary
  loss on the early
  extinguishment of debt
  of joint venture                      --             --            (1)          (1)
Segment profit                         488             50           302          840
Total assets                        12,920            883         2,084       15,887
Capital expenditures for
  investment properties                265             --            --          265
</TABLE>

Note H - Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims,  subject to final court approval,  on behalf of the Partnership
and all limited  partners  who owned  units as of November 3, 1999.  Preliminary
approval of the settlement  was obtained on November 3, 1999 from the Court,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing,  the Court received various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on August 21, 2000 to address the issue of appointing lead counsel. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.

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

<PAGE>

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

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

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

                                         Average Occupancy

Property                                 2000        1999

Deer Creek Apartments                     98%         98%
   Plainsboro, New Jersey
Georgetown Apartments                     96%         94%
   South Bend, Indiana
Landmark Apartments                       89%         93%
   Raleigh, North Carolina

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

Results of Operations

The  Partnership's  net  income  for the six  months  ended  June  30,  2000 was
approximately  $2,598,000 compared to approximately  $840,000 for the six months
ended June 30,  1999.  The  Partnership's  net income for the three month period
ended  June 30,  2000  was  approximately  $338,000  compared  to  approximately
$175,000 for the three month  period  ended June 30,  1999.  The increase in net
income for the six months  ended June 30,  2000 is  attributable  to the sale of
Atlanta Crossing Shopping Center in March 2000 (see discussion below).

Excluding  the  operations  of and  the  gain on the  sale  of the  discontinued
operation,  the  Partnership had income from  continuing  operations  before the
extraordinary  item of approximately  $422,000 for the six months ended June 30,
2000, compared to approximately $791,000 for the six months ended June 30, 1999.
The Partnership had income from continuing  operations  before the extraordinary
item of  approximately  $283,000 for the three month period ended June 30, 2000,
compared to  approximately  $223,000  for the three month  period ended June 30,
1999.  The  decrease  in income  for the six months  ended June 30,  2000 is due
primarily  to the  decrease in equity in income of the joint  venture due to the
sale of Princeton Meadows Golf Course, as discussed below.

Excluding  the  operations  of and  the  gain on the  sale  of the  discontinued
operation and the equity in income of the joint  venture,  the  Partnership  had
income  of  approximately  $422,000  for the six  months  ended  June 30,  2000,
compared  to  approximately  $364,000  for the six months  ended June 30,  1999.
Excluding  the  operations  of and  the  gain on the  sale  of the  discontinued
operation and the equity in income of the joint  venture,  the  Partnership  had
income of approximately $283,000 for the three month period ended June 30, 2000,
compared to  approximately  $197,000  for the three month  period ended June 30,
1999. The increase in income for the six months ended June 30, 2000 is due to an
increase in total  revenues  which was partially  offset by an increase in total
expenses.  The increase in income for the three month period ended June 30, 2000
is due to an  increase  in total  revenues  and,  to a lesser  extent,  a slight
decrease in total expenses.

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

Total expenses increased for the six months ended June 30, 2000 primarily due to
increases in operating,  depreciation,  and general and administrative  expenses
partially offset by a decrease in property tax expense. Total expenses decreased
slightly  for the three months ended June 30, 2000 due to a decrease in property
tax  expense  and general and  administrative  expenses  partially  offset by an
increase in operating  expenses and  depreciation  expense.  Operating  expenses
increased  for the three and six month  periods  ended  June 30,  2000 due to an
increase  in  utility  expense at Deer Creek  Apartments.  Depreciation  expense
increased for the three and six month periods ended June 30, 2000 due to capital
improvements  completed  during the past  twelve  months.  Property  tax expense
decreased  for the three and six month  periods  ended June 30,  2000 due to the
timing of the receipt of the  property  tax bills.  General  and  administrative
expenses  increased for the six months ended June 30, 2000 due to an increase in
professional fees associated with the administration of the Partnership. General
and administrative  expenses decreased for the three month period ended June 30,
2000 due to  reduced  Partnership  management  fees  accrued  at June 30,  2000.
Included in general and  administrative  expenses at both June 30, 2000 and 1999
are reimbursements to the Managing General Partner allowed under the Partnership
Agreement  associated with its management of the  Partnership.  Costs associated
with the  quarterly and annual  communications  with  investors  and  regulatory
agencies and the annual audit  required by the  Partnership  Agreement  are also
included.

In March 2000, Atlanta Crossing Shopping Center, located in Montgomery, Alabama,
was sold to an  unaffiliated  party for  $2,875,000.  After  payment  of closing
expenses,  the net sales proceeds received by the Partnership were approximately
$2,746,000.  For financial  statement  purposes,  the sale resulted in a gain of
approximately $2,060,000,  which was recognized during the 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.  Accordingly,  the 1999 statement of operations has been restated to
reflect this presentation. Revenues of this property were approximately $195,000
and  $271,000  for the six months  ended June 30,  2000 and 1999,  respectively.
Revenues of this property were  approximately  $59,000 and $32,000 for the three
months ended June 30, 2000 and 1999,  respectively.  Income from  operations was
approximately  $116,000  and $50,000 for the six months  ended June 30, 2000 and
1999, respectively.  Income (loss) from operations was approximately $55,000 and
$(48,000)   for  the  three  month   periods  ended  June  30,  2000  and  1999,
respectively.

The  Partnership has a 14.4%  investment in Princeton  Meadows Golf Course Joint
Venture. On February 26, 1999, the Joint Venture sold the Princeton Meadows Golf
Course to an unaffiliated third party for gross sale proceeds of $5,100,000. The
Joint  Venture  received net  proceeds of  $3,411,000  after  payment of closing
costs, and repayment of the mortgage principal and accrued interest.  As of June
30, 1999, the Joint Venture recorded a gain on sale of approximately  $3,108,000
after the write-off of undepreciated fixed assets. For the six months ended June
30,  1999 the  Partnership  realized  equity in income of the Joint  Venture  of
approximately  $427,000  which  included  its equity in the gain on  disposal of
Princeton  Meadows  Golf Course of  $448,000.  For the six months ended June 30,
2000, Princeton Meadows Golf Course did not have any operations,  therefore, the
Partnership did not recognize any equity earnings from the Joint Venture.

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

Liquidity and Capital Resources

At June 30, 2000, the Partnership had cash and cash equivalents of approximately
$536,000 compared to approximately  $3,505,000 at June 30, 1999. The decrease in
cash and cash equivalents of approximately $3,693,000 since December 31, 1999 is
due to approximately  $6,780,000 of cash used in financing  activities which was
partially  offset by  approximately  $2,021,000  of cash  provided by  investing
activities   and   approximately   $1,066,000  of  cash  provided  by  operating
activities.   Cash  used  in  financing   activities   consisted   primarily  of
distributions  to the partners  and, to a lesser  extent,  payments of principal
made on the mortgages encumbering the Partnership's properties. Cash provided by
investing  activities  consisted  primarily of proceeds from the sale of Atlanta
Crossing  Shopping Center,  and to a lesser extent,  net withdrawals from escrow
accounts  maintained  by the mortgage  lenders,  which was  partially  offset by
property improvements and replacements.

The 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, 2000, the Partnership  spent  approximately
$222,000 on budgeted and non-budgeted capital improvements  consisting primarily
of parking lot resurfacing, appliances, exterior painting, air conditioning unit
replacements,  and  major  landscaping.  These  improvements  were  funded  from
Partnership  reserves and operating cash flow. The Partnership has evaluated the
capital improvement needs of the property for the year 2000. The amount budgeted
is  approximately  $233,000,  consisting  primarily  of  interior  and  exterior
building 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.

Georgetown

During the six months ended June 30, 2000, the Partnership  spent  approximately
$262,000  on  capital  improvements  consisting  primarily  of carpet  and vinyl
replacement, structural improvements,  submetering improvements, and appliances.
These  improvements  were funded from  Partnership  reserves and operating  cash
flow.  The  Partnership  has  evaluated  the  capital  improvement  needs of the
property  for the year 2000.  The amount  budgeted  is  approximately  $559,000,
consisting  primarily of carpet and vinyl  replacement,  roof  replacement,  and
structural  improvements.  Additional  improvements  may be considered  and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Landmark

During the six months ended June 30, 2000, the Partnership  spent  approximately
$110,000 on budgeted and non-budgeted capital improvements  consisting primarily
of carpet and vinyl replacement,  structural improvements, and appliances. These
improvements were funded from Partnership  reserves and operating cash flow. The
Partnership has evaluated the capital  improvement needs of the property for the
year 2000. The amount budgeted is approximately $95,000, consisting primarily of
swimming pool improvements, air conditioning unit replacements, carpet and vinyl
replacement,  appliances, and major landscaping.  Additional improvements may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Atlanta Crossing

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

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

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness of approximately  $17,669,000,  net of discount,  is amortized over
periods  ranging  from 29 to 30 years with  balloon  payments  due in 2003.  The
Managing General Partner will attempt to refinance such indebtedness and/or sell
the  properties  prior  to such  maturity  date.  If the  properties  cannot  be
refinanced or sold for a sufficient amount, the Partnership may risk losing such
properties through foreclosure.

During the 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) is from  operations  and  approximately
$426,000  (approximately  $422,000 to the limited  partners or $4.23 per limited
partnership  unit) is from  proceeds  from the sale of  Princeton  Meadows  Golf
Course Joint Venture. 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  from 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.  During the six
months ended June 30, 1999, the Partnership did not pay any distributions to its
partners.  Future cash distributions will depend on the levels of cash generated
from  operations,  the  availability  of cash  reserves  and the  timing of debt
maturities,  refinancings and/or property sales. The Partnership's  distribution
policy is reviewed on a semi-annual basis.  There can be no assurance,  however,
that the  Partnership  will  generate  sufficient  funds from  operations  after
required capital expenditures to permit additional distributions to its partners
during the remainder of 2000 or subsequent periods.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEDINGS

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims,  subject to final court approval,  on behalf of the Partnership
and all limited  partners  who owned  units as of November 3, 1999.  Preliminary
approval of the settlement  was obtained on November 3, 1999 from the Court,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing,  the Court received various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on August 21, 2000 to address the issue of appointing lead counsel. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

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

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

               None.


<PAGE>

                                   SIGNATURES

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

                                    ANGELES INCOME PROPERTIES, LTD. II

                                    By:   Angeles Realty Corporation II
                                          Managing General Partner

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

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

                                    Date: