UNITED STATES
                       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, 2003


[ ] 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 registrant 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)

<PAGE>

                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS




                         ANGELES INCOME PROPERTIES, LTD. II

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

                                  June 30, 2003

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   397
   Receivables and deposits                                                      424
   Restricted escrows                                                             43
   Other assets                                                                  717
   Investment properties:
      Land                                                    $ 1,984
      Buildings and related personal property                   33,627
                                                                35,611
      Less accumulated depreciation                            (28,982)        6,629
                                                                            $ 8,210

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 25
   Tenant security deposit liabilities                                           254
   Accrued property taxes                                                        178
   Other liabilities                                                             298
   Due to affiliates                                                             110
   Mortgage notes payable                                                     25,383

Partners' Deficit
   General partners                                            $ (618)
   Limited partners (99,804 units issued and
      outstanding)                                             (17,420)      (18,038)
                                                                            $ 8,210

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                         ANGELES INCOME PROPERTIES, LTD. II

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

                                                Three Months Ended       Six Months Ended
                                                     June 30,                June 30,
                                                 2003        2002        2003        2002
Revenues:
<S>                                             <C>         <C>         <C>         <C>
  Rental income                                 $ 1,555     $ 1,737     $ 3,059     $ 3,429
  Other income                                      115         117         212         271
        Total revenues                            1,670       1,854       3,271       3,700

Expenses:
  Operating                                         486         549       1,083       1,089
  General and administrative                         86          74         179         187
  Depreciation                                      481         485         957         969
  Interest                                          459         493         933         980
  Property taxes                                    189         170         374         337
  Loss on early extinguishment of debt
    (Note C)                                         58          --          58          --
        Total expenses                            1,759       1,771       3,584       3,562

 Net (loss) income                               $ (89)      $ 83       $ (313)      $ 138

Net (loss) income allocated to general
  partners                                       $ (1)        $ 1        $ (3)        $ 1
Net (loss) income allocated to limited
  partners                                          (88)         82        (310)        137

                                                 $ (89)      $ 83       $ (313)      $ 138

Net (loss) income per limited partnership
  unit                                          $ (0.88)    $ 0.82      $ (3.10)    $ 1.37

Distributions per limited partnership unit      $ 12.24     $ 1.90      $ 14.30     $ 1.90

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                         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, 2002                    99,784        $ (601)    $(15,683)    $(16,284)

Distributions to partners                   --           (14)      (1,427)      (1,441)

Units recorded as abandoned
  in error (Note D)                         20            --           --           --

Net loss for the six months
   ended June 30, 2003                      --            (3)        (310)        (313)

Partners' deficit at
   June 30, 2003                        99,804        $ (618)    $(17,420)    $(18,038)

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                         ANGELES INCOME PROPERTIES, LTD. II

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

                                                                    Six Months Ended
                                                                        June 30,
                                                                    2003         2002
Cash flows from operating activities:
<S>                                                                <C>           <C>
  Net (loss) income                                                $ (313)       $ 138
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
      Depreciation                                                     957          969
      Amortization of mortgage discounts and loan costs                 36           46
      Loss on early extinguishment of debt                              58           --
      Change in accounts:
        Receivables and deposits                                      (115)          19
        Other assets                                                   (65)         (88)
        Accounts payable                                               (28)         (42)
        Tenant security deposit liabilities                             18           (4)
        Accrued property taxes                                          35           69
        Due to affiliates                                                5           46
        Other liabilities                                               34           39
          Net cash provided by operating activities                    622        1,192

Cash flows from investing activities:
  Property improvements and replacements                              (241)        (388)
  Net withdrawals from restricted escrows                              105           14
          Net cash used in investing activities                       (136)        (374)

Cash flows from financing activities:
  Payments on mortgage notes payable                                  (275)        (253)
  Distributions to partners                                         (1,441)        (192)
  Proceeds from refinance of mortgage note payable                   6,175           --
  Repayment of mortgage note payable                                (5,017)          --
  Repayment of advances from affiliates                                 --          (47)
  Loan costs paid                                                     (172)         (34)
  Prepayment penalty paid                                              (28)          --
          Net cash used in financing activities                       (758)        (526)

Net (decrease) increase in cash and cash equivalents                  (272)         292
Cash and cash equivalents at beginning of period                       669          150

Cash and cash equivalents at end of period                          $ 397        $ 442

Supplemental disclosure of cash flow information:
  Cash paid for interest                                            $ 859        $ 933


            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                         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 and
six month periods  ended June 30, 2003,  are not  necessarily  indicative of the
results that may be expected for the fiscal year ending  December 31, 2003.  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, 2002.

Effective  April  1,  2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44
and 64" which requires that gains and losses from  extinguishment of debt should
only be  classified  as  extraordinary  if they are  unusual in nature and occur
infrequently. Neither of these criteria applies to the Partnership. As a result,
the accompanying consolidated statements of operations reflect the loss on early
extinguishment  of debt at  Georgetown  Apartments  (see "Note C") in operations
rather than as an extraordinary item.

Note B - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and  reimbursement  of certain  expenses  incurred by
affiliates on behalf of the Partnership.

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts  from  all of  the  Partnership's  properties  for  providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$162,000  and  $185,000  for the six  months  ended  June  30,  2003  and  2002,
respectively, which are included in operating expenses.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative  expenses amounting to approximately $86,000 and $118,000 for the
six months  ended June 30, 2003 and 2002,  respectively,  which are  included in
general and administrative expenses and investment properties. Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the Managing General Partner of  approximately  $10,000 and $16,000
for the six months ended June 30, 2003 and 2002, respectively.  The construction
management  service fees are  calculated  based on a percentage  of current year
additions to investment properties.

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
Managing  General Partner earned fees of  approximately  $15,000 and $48,000 for
the six months ended June 30, 2003 and 2002, respectively,  which is included in
general  and  administrative  expenses.  At June 30, 2003 the balance due to the
Managing  General Partner for these fees is  approximately  $110,000,  which are
included in Due to affiliates on the accompanying consolidated balance sheet.

In accordance with the Partnership  Agreement,  during 2001 the Managing General
Partner  loaned  the  Partnership  funds  for  operating  expenses  at  Landmark
Apartments.  During the six months  ended June 30,  2002 this loan was repaid in
full by the  Partnership.  Interest  was  charged  at the  prime  rate  plus 2%.
Interest  expense  was  approximately  $1,000 for the six months  ended June 30,
2002.  There  were no loans from the  Managing  General  Partner  or  associated
interest expense during the six months ended June 30, 2003.

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.  The right to receive  payment for this amount is  subordinate to
the  right  of  the  limited   partners  to  receive  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.

The Partnership paid an affiliate of the Managing General Partner  approximately
$62,000  for loan costs  related to the  refinancing  of  Georgetown  Apartments
during the six months ended June 30, 2003.  These costs were capitalized and are
included in other assets on the accompanying consolidated balance sheet.

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 six months ended June 30, 2003 and 2002,
the  Partnership was charged by AIMCO and its affiliates  approximately  $86,000
and $104,000,  respectively,  for insurance  coverage and fees  associated  with
policy claims administration.

Note C - Refinancing of Mortgage Notes Payable

On May 21, 2003, the Partnership refinanced the mortgages encumbering Georgetown
Apartments.  The refinancing  replaced the existing  mortgages of  approximately
$5,017,000  with a new mortgage in the amount of $6,175,000.  Total  capitalized
loan  costs were  approximately  $172,000  during the six months  ended June 30,
2003. These costs included approximately $62,000 in fees payable to the Managing
General Partner.  The Partnership  recognized a loss on the early extinguishment
of debt of approximately  $58,000 during the six months ended June 30, 2003, due
to the write off of unamortized loan costs and debt discounts and the payment of
a prepayment penalty.

Initially the May 21, 2003  refinancing  of Georgetown  Apartments  was under an
interim credit facility  ("Interim Credit  Facility") that also provided for the
refinancing of several other  properties.  The Interim Credit  Facility  created
separate  loans for each property  refinanced  thereunder,  which loans were not
cross-collateralized  or cross-defaulted with each other. During the term of the
Interim   Credit   Facility,   Georgetown   Apartments   was  required  to  make
interest-only   payments.   The  first  month's  interest  rate  for  Georgetown
Apartments was 2.78%.

As of June 1, 2003, the loan on Georgetown Apartments was assumed by a different
lender.  The credit facility  ("Permanent  Credit Facility") with the new lender
has a maturity  of five years  with an option for the  Partnership  to elect one
five-year extension.  This Permanent Credit Facility also created separate loans
for   each    property    refinanced    thereunder,    which   loans   are   not
cross-collateralized  or  cross-defaulted  with each other. Each note under this
Permanent  Credit  Facility is initially a variable  rate loan,  and after three
years the  Partnership  has the  option of  converting  the note to a fixed rate
loan.  The interest  rate on the variable rate loans is 85 basis points over the
Fannie Mae discounted mortgage-backed security index (2.06% per annum at June 1,
2003), and the rate resets monthly. Each loan automatically renews at the end of
each month.  In addition,  monthly  principal  payments are required  based on a
30-year  amortization  schedule,  using the interest  rate in effect  during the
first month that the property is financed by the Permanent Credit Facility.  The
loans may be prepaid without penalty.

Note D - Units Abandoned in Error

During the six months  ended June 30,  2003,  the  Partnership  discovered  that
twenty limited  partnership Units that had previously been reported as abandoned
were actually not abandoned. The Units were reinstated as of January 1, 2003 and
back  distributions of approximately  $4,000 were paid to the unitholder  during
the six months ended June 30, 2003.

Note E - 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.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint, which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The Court dismissed without leave to amend certain of the plaintiffs' claims. On
February 11, 2002, plaintiffs filed a motion seeking to certify a putative class
comprised  of all  non-affiliated  persons  who own or have  owned  units in the
partnerships. The Managing General Partner and affiliated defendants opposed the
motion.  On April 29, 2002, the Court held a hearing on  plaintiffs'  motion for
class certification and took the matter under submission after further briefing,
as ordered by the court,  was  submitted by the parties.  On July 10, 2002,  the
Court  entered an order  vacating the trial date of January 13, 2003 (as well as
the pre-trial and discovery  cut-off  dates) and stayed the case in its entirety
through  November  7, 2002 so that the  parties  could  have an  opportunity  to
discuss  settlement.  On October 30, 2002, the court entered an order  extending
the stay in effect through January 10, 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. 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.  Plaintiffs in the Nuanes action filed a motion to consolidate  the
Heller action with the Nuanes action and stated that the Heller action was filed
in order to preserve the derivative  claims that were dismissed without leave to
amend in the Nuanes action by the Court order dated July 10, 2001. On October 5,
2001, the Managing General Partner and affiliated defendants moved to strike the
first amended  complaint in its entirety for violating the Court's July 10, 2001
order  granting in part and denying in part  defendants'  demurrer in the Nuanes
action, or  alternatively,  to strike certain portions of the complaint based on
the  statute of  limitations.  Other  defendants  in the action  demurred to the
fourth amended complaint, and, alternatively,  moved to strike the complaint. On
December 11, 2001,  the court heard argument on the motions and took the matters
under  submission.  On February 4, 2002,  the Court  served  notice of its order
granting defendants' motion to strike the Heller complaint as a violation of its
July 10, 2001 order in the Nuanes  action.  On March 27,  2002,  the  plaintiffs
filed a notice  appealing the order  striking the complaint.  Before  completing
briefing on the appeal, the parties stayed further  proceedings in the appeal in
light of a settlement.

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

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
a tender offer to purchase all of the partnership  interests in the Partnerships
within one year of final  approval,  if it is granted,  and to provide  partners
with the  independent  appraisals  at the time of these  tenders.  The  proposed
settlement  also provided for the  limitation  of the allowable  costs which the
Managing  General  Partner or its  affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.

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.

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.

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 three apartment  complexes.
The following  table sets forth the average  occupancy of the properties for the
six month periods ended June 30, 2003 and 2002:

                                         Average Occupancy
Property                                 2003        2002

Deer Creek Apartments                     95%         95%
   Plainsboro, New Jersey
Georgetown Apartments                     94%         96%
   South Bend, Indiana
Landmark Apartments                       84%         92%
   Raleigh, North Carolina

The Managing  General  Partner  attributes the decrease in occupancy at Landmark
Apartments to increased  layoffs and resulting  unemployment  in the  population
typically  served by this  property,  lower  mortgage  rates,  and a slow rental
market.

Results of Operations

The  Partnership's  net  loss  for the six  months  ended  June  30,  2003,  was
approximately  $313,000 compared to net income of approximately $138,000 for the
six months ended June 30, 2002. The  Partnership's  net loss for the three month
period ended June 30, 2003 was  approximately  $89,000 as compared to net income
of $83,000 for the three month period  ended June 30, 2002.  The decrease in net
income for the three and six months  ended June 30, 2003 was due  primarily to a
decrease in total  revenues.  During the six months ended June 30,  2003,  total
expenses  increased  slightly  and during the three  months ended June 30, 2003,
total expenses decreased slightly.

Total revenues decreased for the three and six months ended June 30, 2003 due to
decreases in rental and other income.  Rental income  decreased due to decreases
in occupancy at Landmark and  Georgetown  Apartments,  and  decreases in average
rental rates, increases in concessions and increases in bad debt expenses at all
of  the  Partnership's  properties.  Other  income  decreased  primarily  due to
decreases in utility  reimbursements  and lease  cancellation fees at Deer Creek
Apartments.

Total expenses increased for the six months ended June 30, 2003 due to a loss on
early extinguishment of debt and an increase in property tax expense,  partially
offset by a decrease in interest  expense.  For the three  months ended June 30,
2003 total  expenses  decreased  slightly  due to  decreases  in  operating  and
interest expenses partially offset by a loss on early extinguishment of debt and
an increase in property tax expense.  The loss on early  extinguishment  of debt
during  the  three  and  six  months  ended  June  30,  2003 is  related  to the
refinancing  of the mortgage  encumbering  Georgetown  Apartments in May 2003 as
discussed in "Liquidity and Capital Resources".

Effective  April  1,  2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44
and 64" which requires that gains and losses from  extinguishment of debt should
only be  classified  as  extraordinary  if they are  unusual in nature and occur
infrequently. Neither of these criteria applies to the Partnership. As a result,
the accompanying consolidated statements of operations reflect the loss on early
extinguishment  of  debt  at  Georgetown  Apartments  (as  discussed  below)  in
operations rather than as an extraordinary item.

For the three months ended June 30, 2003, operating expenses decreased primarily
due to decreases in maintenance expenses,  management fees and property expenses
partially offset by an increase in administrative expenses. Maintenance expenses
decreased  due to a  decrease  in  contract  work  at  all of the  Partnership's
properties. Management fees decreased primarily due to decreased rental revenues
at Deer  Creek and  Landmark  Apartments.  Property  expenses  decreased  due to
decreases in payroll and related benefits  expenses at all of the  Partnership's
properties  and  decreases  in  utilities  at Deer Creek  Apartments,  which was
partially   offset  by   increases   in   utilities   at  Landmark   Apartments.
Administrative  expenses  increased  primarily  due to an increase in  temporary
agency help at Landmark  Apartments  and an increase in legal fees at Georgetown
and Deer Creek Apartments.  Property tax expenses increased during the three and
six months ended June 30, 2003  primarily  at  Georgetown  Apartments  which are
located in Indiana.  During 2003, Indiana adjusted its methodology for assessing
property  taxable  values and tax rates,  which has  resulted  in a  significant
increase in property tax expense.  Interest  expense  decreased during the three
and six  months  ended  June 30,  2003  due to  principal  payments  made on the
mortgages  encumbering  the  Partnership's  properties  which decreased the debt
balance and the  refinancing  of  Georgetown  Apartments  in May 2003 at a lower
interest rate.

General and  administrative  expenses  decreased  slightly during the six months
ended June 30, 2003  primarily due to reduced costs of services  included in the
management  reimbursements paid to the Managing General Partner as allowed under
the  Partnership  Agreement  and a  decrease  in the  management  fee due to the
Managing  General  partner  based on cash  flow as  allowed  in the  Partnership
Agreement  partially  offset by a new  partner  tax  implemented  in New Jersey.
General and  administrative  expenses  increased  slightly  for the three months
ended  June 30,  2003  due to the new  partner  tax  implemented  in New  Jersey
partially  offset  by  reduced  costs of  services  included  in the  management
reimbursements  paid to the Managing General Partner and reduced management fees
due to the  Managing  General  Partner  based  on cash  flow as  allowed  in the
Partnership Agreement.  Also included in general and administrative  expenses at
both June 30, 2003 and 2002 are costs  associated  with the quarterly and annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement.

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, 2003, the Partnership had cash and cash equivalents of approximately
$397,000  compared to  approximately  $442,000 at June 30, 2002. The decrease in
cash and cash equivalents of  approximately  $272,000 since December 31, 2002 is
due  to  approximately  $758,000  of  cash  used  in  financing  activities  and
approximately  $136,000 of cash used in investing activities partially offset by
approximately  $622,000 of cash provided by operating  activities.  Cash used in
financing  activities  consisted of distributions  to the partners,  payments of
principal  made  on the  mortgages  encumbering  the  Partnership's  properties,
repayment  of  mortgage  notes  payable  due to the  refinancing  of  Georgetown
Apartments and loan costs and prepayment  penalties  paid,  partially  offset by
proceeds  received in the  refinancing  of the mortgage  encumbering  Georgetown
Apartments. Cash used in investing activities consisted of property improvements
and  replacements  partially  offset by net withdrawals  from restricted  escrow
accounts maintained by the mortgage lenders. 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 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.  The  Managing
General  Partner  monitors  developments  in the  area of legal  and  regulatory
compliance and is studying new federal laws, including the Sarbanes-Oxley Act of
2002. 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,  including  increased  legal  and audit  fees.  Capital
improvements  planned  for each of the  Partnership's  properties  are  detailed
below.

Deer Creek Apartments

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately  $134,000  of  capital  improvements  at  Deer  Creek  Apartments,
consisting  primarily of floor covering and air conditioning unit  replacements,
water heater  upgrades and  structural  improvements.  These  improvements  were
funded from the property's  operating cash flow. The  Partnership  evaluates the
capital  improvement needs of the property during the year and currently expects
to complete an additional $32,000 in capital  improvements  during the remainder
of  2003.  The  additional  capital   improvements  will  consist  primarily  of
additional floor covering  replacements.  Additional capital improvements may be
considered and will depend on the physical  condition of the property as well as
the anticipated cash flow generated by the property.

Georgetown Apartments

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately   $21,000  of  capital  improvements  at  Georgetown   Apartments,
consisting primarily of floor covering,  appliance, plumbing fixture, and window
replacements.  These improvements were funded from the property's operating cash
flow. The Partnership  evaluates the capital  improvement  needs of the property
during the year and  currently  expects to  complete  an  additional  $46,000 in
capital  improvements  during the  remainder  of 2003.  The  additional  capital
improvements will consist  primarily of additional  appliance and floor covering
replacements,  parking lot upgrades and other building improvements.  Additional
capital improvements may be considered and will depend on the physical condition
of the property as well as the anticipated cash flow generated by the property.

Landmark Apartments

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately $86,000 of capital improvements at Landmark Apartments, consisting
primarily of floor covering and wall covering  replacements.  These improvements
were funded from the property's  operating cash flow and  replacement  reserves.
The Partnership  evaluates the capital  improvement needs of the property during
the year and  currently  expects to  complete an  additional  $15,000 in capital
improvements  during the remainder of 2003. The additional capital  improvements
will consist  primarily of  additional  floor  covering  replacements  and other
building  improvements.  Additional  capital  improvements may be considered and
will depend on the physical condition of the property as well as the anticipated
cash flow generated by the property and replacement reserves.

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.

On May 21, 2003, the Partnership refinanced the mortgages encumbering Georgetown
Apartments.  The refinancing  replaced the existing  mortgages of  approximately
$5,017,000  with a new mortgage in the amount of $6,175,000.  Total  capitalized
loan  costs were  approximately  $172,000  during the six months  ended June 30,
2003. These costs included approximately $62,000 in fees payable to the Managing
General Partner.  The Partnership  recognized a loss on the early extinguishment
of debt of approximately  $58,000 during the six months ended June 30, 2003, due
to the write off of unamortized loan costs and debt discounts and the payment of
a prepayment penalty.

Initially the May 21, 2003  refinancing  of Georgetown  Apartments  was under an
interim credit facility  ("Interim Credit  Facility") that also provided for the
refinancing of several other  properties.  The Interim Credit  Facility  created
separate  loans for each property  refinanced  thereunder,  which loans were not
cross-collateralized  or cross-defaulted with each other. During the term of the
Interim   Credit   Facility,   Georgetown   Apartments   was  required  to  make
interest-only   payments.   The  first  month's  interest  rate  for  Georgetown
Apartments was 2.78%.

As of June 1, 2003, the loan on Georgetown Apartments was assumed by a different
lender.  The credit facility  ("Permanent  Credit Facility") with the new lender
has a maturity  of five years  with an option for the  Partnership  to elect one
five-year extension.  This Permanent Credit Facility also created separate loans
for   each    property    refinanced    thereunder,    which   loans   are   not
cross-collateralized  or  cross-defaulted  with each other. Each note under this
Permanent  Credit  Facility is initially a variable  rate loan,  and after three
years the  Partnership  has the  option of  converting  the note to a fixed rate
loan.  The interest  rate on the variable rate loans is 85 basis points over the
Fannie Mae discounted mortgage-backed security index (2.06% per annum at June 1,
2003), and the rate resets monthly. Each loan automatically renews at the end of
each month.  In addition,  monthly  principal  payments are required  based on a
30-year  amortization  schedule,  using the interest  rate in effect  during the
first month that the property is financed by the Permanent Credit Facility.  The
loans may be prepaid without penalty.

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  $13,133,000 is
amortized  over  20  years  and  matures  on July 1,  2021 at  which  time it is
scheduled to be fully amortized.  The mortgage indebtedness encumbering Landmark
Apartments of approximately $6,087,000 is amortized over 30 years with a balloon
payment  of  approximately   $6,054,000  due  in  November  2003.  The  mortgage
indebtedness  encumbering Georgetown Apartments of approximately $6,175,000 that
was refinanced  during the six months ended June 30, 2003, has a balloon payment
due in October  2008.  The Managing  General  Partner  intends to refinance  the
mortgages  encumbering  Landmark  and  Georgetown  Apartments  and/or  sell  the
properties prior to their maturity dates. If the properties cannot be refinanced
or sold for a sufficient  amount, the Partnership may risk losing the properties
through foreclosure.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2003 and 2002 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                       Six Months       Per Limited       Six Months       Per Limited
                          Ended         Partnership         Ended          Partnership
                      June 30, 2003        Unit         June 30, 2002         Unit

<S>                       <C>             <C>               <C>              <C>
Operations                $ 409           $ 4.06            $ 192            $ 1.90
Refinance (1)             1,032            10.24                --               --
Total                    $1,441           $14.30            $ 192            $ 1.90

(1) Distribution from the refinancing of Georgetown Apartments during May 2003.
</TABLE>

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  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
required capital expenditures to permit additional distributions to its partners
during the remainder of 2003 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 61,754 limited  partnership  units
(the "Units") in the Partnership representing 61.88% of the outstanding Units at
June 30, 2003. 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 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 61.88% of the  outstanding  units,  AIMCO and its
affiliates are in a position to control all 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

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  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 an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response to heavy  competition  from other  similar  complexes in the area.  Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

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 4.     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.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint, which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The Court dismissed without leave to amend certain of the plaintiffs' claims. On
February 11, 2002, plaintiffs filed a motion seeking to certify a putative class
comprised  of all  non-affiliated  persons  who own or have  owned  units in the
partnerships. The Managing General Partner and affiliated defendants opposed the
motion.  On April 29, 2002, the Court held a hearing on  plaintiffs'  motion for
class certification and took the matter under submission after further briefing,
as ordered by the court,  was  submitted by the parties.  On July 10, 2002,  the
Court  entered an order  vacating the trial date of January 13, 2003 (as well as
the pre-trial and discovery  cut-off  dates) and stayed the case in its entirety
through  November  7, 2002 so that the  parties  could  have an  opportunity  to
discuss  settlement.  On October 30, 2002, the court entered an order  extending
the stay in effect through January 10, 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. 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.  Plaintiffs in the Nuanes action filed a motion to consolidate  the
Heller action with the Nuanes action and stated that the Heller action was filed
in order to preserve the derivative  claims that were dismissed without leave to
amend in the Nuanes action by the Court order dated July 10, 2001. On October 5,
2001, the Managing General Partner and affiliated defendants moved to strike the
first amended  complaint in its entirety for violating the Court's July 10, 2001
order  granting in part and denying in part  defendants'  demurrer in the Nuanes
action, or  alternatively,  to strike certain portions of the complaint based on
the  statute of  limitations.  Other  defendants  in the action  demurred to the
fourth amended complaint, and, alternatively,  moved to strike the complaint. On
December 11, 2001,  the court heard argument on the motions and took the matters
under  submission.  On February 4, 2002,  the Court  served  notice of its order
granting defendants' motion to strike the Heller complaint as a violation of its
July 10, 2001 order in the Nuanes  action.  On March 27,  2002,  the  plaintiffs
filed a notice  appealing the order  striking the complaint.  Before  completing
briefing on the appeal, the parties stayed further  proceedings in the appeal in
light of a settlement.

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

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
a tender offer to purchase all of the partnership  interests in the Partnerships
within one year of final  approval,  if it is granted,  and to provide  partners
with the  independent  appraisals  at the time of these  tenders.  The  proposed
settlement  also provided for the  limitation  of the allowable  costs which the
Managing  General  Partner or its  affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.

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.

ITEM 5.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

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

                  Exhibit  10.20(e),  Sixth  Reaffirmation and Joinder Agreement
                  dated May 16,  2003  between  Georgetown  AIP II,  L.P.,  GMAC
                  Commercial  Mortgage  Corporate,  and Fannie  Mae, a federally
                  chartered and stockholder owned corporation.

                  Exhibit 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.

                  Exhibit 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.

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

            b) Reports on Form 8-K filed during the quarter ended June 30, 2003:

                  Current  Report on Form 8-K dated May 22,  2003 and filed with
                  the  Securities  and  Exchange  Commission  on  June  6,  2003
                  disclosing the refinance of Georgetown Apartments.


<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/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: August 13, 2003



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Patrick J. Foye, 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 registrant as of, and for, the periods presented in this report;

4.    The  registrant'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 registrant
      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
            registrant,  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 registrant'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  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant'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  registrant'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  registrant's
            internal control over financial reporting.

Date:  August 13, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive  Vice  President of Angeles Realty
                                    Corporation  II,  equivalent  of  the  chief
                                    executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Paul J. McAuliffe, 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 registrant as of, and for, the periods presented in this report;

4.    The  registrant'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 registrant
      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
            registrant,  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 registrant'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  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant'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  registrant'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  registrant's
            internal control over financial reporting.

Date:  August 13, 2003

                                    /s/Paul J. McAuliffe
                                    Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer of Angeles  Realty  Corporation  II,
                                    equivalent of the chief financial officer of
                                    the Partnership



<PAGE>


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 June 30,
2003 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  Patrick  J. Foye,  as the  equivalent  of the chief  executive
officer of the  Partnership,  and Paul J.  McAuliffe,  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/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  August 13, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 13, 2003


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.