United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549


                                   Form 10-QSB


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


                 For the quarterly period ended June 30, 2002


[ ]   TRANSITION REPORT UNDER 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)

<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, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 442
   Receivables and deposits                                                      374
   Restricted escrows                                                            108
   Other assets                                                                  635
   Investment properties:
      Land                                                    $ 1,984
      Buildings and related personal property                   33,214
                                                                35,198
      Less accumulated depreciation                            (27,086)        8,112
                                                                            $ 9,671

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 50
   Tenant security deposit liabilities                                           254
   Accrued property taxes                                                        202
   Other liabilities                                                             263
   Due to affiliates                                                              48
   Mortgage notes payable                                                     24,733

Partners' Deficit
   General partners                                            $ (598)
   Limited partners (99,784 units issued and
      outstanding)                                             (15,281)      (15,879)
                                                                            $ 9,671

         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,
                                                  2002       2001        2002        2001
Revenues:                                                 (Restated)              (Restated)
<S>                                             <C>         <C>         <C>         <C>
  Rental income                                 $ 1,737     $ 1,705     $ 3,429     $ 3,382
  Other income                                      117         115         271         204
  Casualty gain (Note D)                             --          25          --          25
        Total revenues                            1,854       1,845       3,700       3,611

Expenses:
  Operating                                         549         531       1,089       1,073
  General and administrative                         74          76         187         172
  Depreciation                                      485         464         969         912
  Interest                                          493         358         980         707
  Property taxes                                    170         187         337         365
  Loss on early extinguishment of debt
    (Note C)                                         --          57          --          57
        Total expenses                            1,771       1,673       3,562       3,286

 Net income                                       $ 83       $ 172       $ 138       $ 325

Net income allocated to general partners          $ 1         $ 2         $ 1         $ 3
Net income allocated to limited partners             82         170         137         322

                                                  $ 83       $ 172       $ 138       $ 325

Net income per limited partnership unit          $ 0.82     $ 1.70      $ 1.37      $ 3.23

Distributions per limited partnership unit       $ 1.90     $ 3.19      $ 1.90      $ 8.50

         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, 2001                    99,784        $ (597)    $(15,228)    $(15,825)

Distributions to partners                   --            (2)        (190)        (192)

Net income for the six months
   ended June 30, 2002                      --             1          137          138

Partners' deficit at
   June 30, 2002                        99,784        $ (598)    $(15,281)    $(15,879)

         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,
                                                                    2002         2001
Cash flows from operating activities:
<S>                                                                 <C>          <C>
  Net income                                                        $ 138        $ 325
  Adjustments to reconcile net income to net cash provided by
   operating activities:
      Depreciation                                                     969          912
      Amortization of mortgage discounts and loan costs                 46           40
      Loss on early extinguishment of debt                              --           57
      Casualty gain                                                     --          (25)
      Change in accounts:
        Receivables and deposits                                        19         (583)
        Other assets                                                   (88)         (52)
        Accounts payable                                               (42)          42
        Tenant security deposit liabilities                             (4)         (14)
        Accrued property taxes                                          69          148
        Due to affiliates                                               46          (81)
        Other liabilities                                               39          (75)
          Net cash provided by operating activities                  1,192          694

Cash flows from investing activities:
  Property improvements and replacements                              (388)        (698)
  Net withdrawals from (deposits to) restricted escrows                 14          (12)
  Insurance proceeds received                                           --           28
          Net cash used in investing activities                       (374)        (682)

Cash flows from financing activities:
  Payments on mortgage notes payable                                  (253)        (128)
  Distributions to partners                                           (192)        (857)
  Proceeds from mortgage note payable                                   --       13,750
  Repayment of mortgage note payable                                    --       (5,985)
  Repayment of advances from affiliates                                (47)          --
  Loan costs paid                                                      (34)        (249)
          Net cash (used in) provided by financing activities         (526)       6,531

Net increase in cash and cash equivalents                              292        6,543

Cash and cash equivalents at beginning of period                       150          975

Cash and cash equivalents at end of period                          $ 442       $ 7,518

Supplemental disclosure of cash flow information:
  Cash paid for interest                                            $ 933        $ 704

Supplemental disclosure of non-cash activity:
  Loan costs in due to affiliates                                   $ --         $ 138

At December 31, 2001 and 2000, approximately $59,000 and $150,000, respectively,
of property  improvements  and replacements  were included in accounts  payable,
which are  included in property  improvements  and  replacements  during the six
months ended June 30, 2002 and 2001, respectively.

         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, 2002,  are not  necessarily  indicative of the
results that may be expected for the fiscal year ending  December 31, 2002.  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, 2001.

Effective  April  1,  2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44
and 64". SFAS No. 4 "Reporting  Gains and Losses from  Extinguishment  of Debt,"
required  that all gains and losses from  extinguishment  of debt be  aggregated
and, if material,  classified as an  extraordinary  item.  SFAS No. 145 rescinds
SFAS No. 4, and accordingly, 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  have been restated to
reflect the loss on early  extinguishment  of debt at Deer Creek 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.

During the six months ended June 30, 2002 and 2001,  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  $185,000 and $179,000 for
the six months ended June 30, 2002 and 2001, respectively,  which is included in
operating expenses.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $118,000 and $124,000 for the
six months  ended June 30,  2002 and 2001,  respectively,  which is  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  $16,000 and $32,000
for the six months ended June 30, 2002 and 2001, 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. During the
six months ended June 30, 2002, a fee of approximately $48,000 was earned by the
Managing  General  Partner  and  is  included  in  "Due  to  affiliates"  on the
accompanying  consolidated  balance  sheet.  During the year ended  December 31,
2000,  the Managing  General  Partner earned fees of  approximately  $100,000 of
which  approximately  $81,000 was accrued at December 31, 2000.  The  additional
fees due for the year ended  December  31, 2000 of  approximately  $19,000  were
accrued  during the six months  ended June 30, 2001 and  included in general and
administrative  expense. No fees were earned by the Managing General Partner for
the six months ended June 30, 2001.

In accordance with the Partnership  Agreement,  the Managing General Partner has
loaned the Partnership funds for operating expenses at Landmark  Apartments.  At
December 31, 2001 the amount of the  outstanding  loan and accrued  interest was
approximately   $47,000  and  was  included  in  "Due  to   Affiliates"  on  the
consolidated balance sheet. 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 expenses during the six months ended June 30, 2001.

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

In addition to reimbursement for services of affiliates, the Partnership accrued
approximately  $138,000  for loan costs  related to the  refinance of Deer Creek
Apartments  during  the six  months  ended  June 30,  2001  which was paid to an
affiliate of the Managing  General  Partner  during the year ended  December 31,
2001.

Beginning in 2001, the  Partnership  began insuring 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,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately $76,000 and $69,000, respectively, for insurance coverage and fees
associated with policy claims administration.

Note C - Refinancing of Mortgage Note Payable

On June 27, 2001, the Partnership refinanced the mortgage encumbering Deer Creek
Apartments.  The refinancing replaced  indebtedness of approximately  $5,985,000
with a new mortgage of $13,750,000.  The new mortgage  carries a stated interest
rate of  7.43% as  compared  to the  7.33%  interest  rate on the old  mortgage.
Payments on the mortgage  loan are due monthly until the loan matures on July 1,
2021. Total capitalized loan costs were approximately $387,000 at June 30, 2001.
These costs included $138,000 in fees payable to the Managing General Partner at
June 30,  2001 which was paid  during  the year ended  December  31,  2001.  The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately $57,000 due to the write-off of unamortized loan costs.
Note D - Casualties

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

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
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  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 has  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  oppose 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 current 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 can
have an opportunity to discuss settlement.

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 first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  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. The parties are currently in the midst of briefing that appeal.

The Managing  General Partner does not anticipate that any costs,  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.



<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, 2002 and 2001:

                                         Average Occupancy
Property                                 2002        2001

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

Results of Operations

The  Partnership's  net  income  for the six  months  ended  June  30,  2002 was
approximately  $138,000  compared to  approximately  $325,000 for the six months
ended June 30,  2001.  The  Partnership's  net income for the three month period
ended June 30, 2002 was approximately $83,000 compared to approximately $172,000
for the three month period  ended June 30, 2001.  The decrease in net income for
the three and six month periods ended June 30, 2002 is primarily attributable to
an increase in total expenses which was partially offset by an increase in total
revenues.

The increase in total  expenses for the three and six months ended June 30, 2002
is the result of increases  in interest,  depreciation  and  operating  expenses
partially  offset  by a  decrease  in  property  tax  expense  and loss on early
extinguishment  of debt.  The increase in total  expenses  during the six months
ended June 30, 2002 was also due to an  increase  in general and  administrative
expenses.  Interest expense  increased for the three and six month periods ended
June 30,  2002 due to the  refinancing  of Deer Creek  Apartments  in June 2001,
which increased the debt balance at the property, as discussed in "Liquidity and
Capital Resources".  Depreciation  expense increased for the three and six month
periods  ended June 30, 2002 due to capital  improvements  completed  during the
past twelve months which are now being depreciated.  Operating expense increased
for the  three  and six month  periods  ended  June 30,  2002  primarily  due to
increases in insurance and maintenance  expenses  partially offset by a decrease
in property expenses.  Insurance expenses increased primarily due to an increase
in  insurance  premiums  at  all of the  Partnership's  properties.  Maintenance
expenses increased primarily due to an increase in contract services at Landmark
Apartments.  Property  expense  decreased  primarily due to decreases in utility
expenses at all of the Partnership's properties.  Property tax expense decreased
due  to  the   reappraisal  of  Deer  Creek   Apartments.   The  loss  on  early
extinguishment  of debt relates to the  refinancing of the mortgage  encumbering
Deer Creek in June 2001 as  discussed  in  "Liquidity  and  Capital  Resources".
General and  administrative  expenses  increased  for the six month period ended
June  30,  2002  due to an  increase  in the cost of  services  included  in the
management  reimbursements paid to the Managing General Partner as allowed under
the  Partnership  Agreement  and an  increase in the  management  fee due to the
Managing  General  Partner  based on cash  flow as  allowed  in the  Partnership
Agreement  partially  offset by reduced  professional  fees  associated with the
management  of the  Partnership.  Also  included in general  and  administrative
expenses at both June 30, 2002 and 2001 are costs  associated with the quarterly
and annual  communications with investors and regulatory agencies and the annual
audit required by the Partnership Agreement.

The increase in total  revenues for the three and six months ended June 30, 2002
is due to an increase in rental  income  partially  offset by the casualty  gain
recorded during the six months ended June 30, 2001 at Georgetown  Apartments due
to an ice storm in January 2001.  The gain was the result of insurance  proceeds
of  approximately  $28,000  less the net book value of the  damaged  property of
approximately $3,000. The increase in total revenues during the six months ended
June 30, 2002 is also due to an increase in other income. The increase in rental
income for the three and six month  periods ended June 30, 2002 is primarily due
to an increase in average rental rates at Deer Creek Apartments, increased month
to month  rental  fees at all the  Partnership's  properties  and a decrease  in
rental  concessions  at Landmark  Apartments  partially  offset by a decrease in
average rental rates at Landmark  Apartments and a decrease in occupancy at Deer
Creek Apartments.  The increase in other income during the six months ended June
30, 2002 is  primarily  due to an increase in utility  reimbursements  and lease
cancellation  fees  at  Deer  Creek  Apartments  and  increased   non-refundable
administrative  fees at Deer Creek and Landmark  Apartments  partially offset by
reduced  clubhouse  rental fees at Deer Creek  Apartments  and reduced  interest
income due to lower average cash balances in interest bearing accounts.

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, 2002, the Partnership had cash and cash equivalents of approximately
$442,000 compared to approximately  $7,518,000 at June 30, 2001. The increase in
cash and cash equivalents of  approximately  $292,000 since December 31, 2001 is
due to  approximately  $1,192,000  of  cash  provided  by  operating  activities
partially  offset  by  approximately  $526,000  and  $374,000  of  cash  used in
financing  and  investing  activities,  respectively.  Cash  used  in  financing
activities consisted of loan costs paid, distributions to the partners, payments
of principal made on the mortgages encumbering the Partnership's  properties and
repayment  of  advances  from  affiliates.  Cash  used in  investing  activities
consisted  of  property   improvements  and  replacements   slightly  offset  by
withdrawals from restricted escrow accounts  maintained by the mortgage lenders.
The  Partnership  invests its  working  capital  reserves  in  interest  bearing
accounts.

On June 27, 2001, the Partnership refinanced the mortgage encumbering Deer Creek
Apartments.  The refinancing replaced  indebtedness of approximately  $5,985,000
with a new mortgage of $13,750,000.  The new mortgage  carries a stated interest
rate of  7.43% as  compared  to the  7.33%  interest  rate on the old  mortgage.
Payments on the mortgage  loan are due monthly until the loan matures on July 1,
2021. Total capitalized loan costs were approximately $387,000 at June 30, 2001.
These costs included $138,000 in fees payable to the Managing General Partner at
June 30,  2001,  which was paid during the year ended  December  31,  2001.  The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately  $57,000  during  the six months  ended  June 30,  2001 due to the
write-off of unamortized loan costs.

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

Deer Creek

During  the  six  months  ended  June  30,  2002,  the   Partnership   completed
approximately  $192,000 of budgeted and non-budgeted  improvements at Deer Creek
Apartments  consisting  primarily of clubhouse  renovations.  These improvements
were funded from operating cash flow. The Partnership  has budgeted,  but is not
limited to, capital improvements of approximately $121,000, consisting primarily
of floor covering replacements,  structural  improvements,  parking lot upgrades
and appliances. Additional improvements may be considered and will depend on the
physical condition of the property as well as anticipated cash flow generated by
the property.

Georgetown

During  the  six  months  ended  June  30,  2002,  the   Partnership   completed
approximately  $20,000  of  improvements  at  Georgetown  Apartments  consisting
primarily of office  equipment,  appliance and floor covering  replacements  and
major landscaping.  These improvements were funded from operating cash flow. The
Partnership  has  budgeted,  but is not  limited  to,  capital  improvements  of
approximately  $60,000,  consisting  primarily of appliance  and floor  covering
replacements.  Additional  improvements may be considered and will depend on the
physical condition of the property as well as anticipated cash flow generated by
the property.

Landmark

During  the  six  months  ended  June  30,  2002,  the   Partnership   completed
approximately  $117,000 of budgeted and  non-budgeted  improvements  at Landmark
Apartments consisting primarily of swimming pool improvements, plumbing upgrades
and floor covering  replacements.  These improvements were funded from operating
cash flow and Partnership  reserves.  The  Partnership has budgeted,  but is not
limited to, capital improvements of approximately $96,000,  consisting primarily
of air  conditioning  unit and water heater  replacements,  appliances and floor
covering replacements. Additional improvements may be considered and will depend
on the physical  condition of the property as well as  replacement  reserves and
anticipated cash flow generated by the property.

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

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness of approximately $24,733,000,  net of discounts, has maturity dates
ranging from October 2003 to July 2021.  The mortgage  indebtedness  encumbering
Deer Creek  Apartments,  which was refinanced on June 27, 2001, of approximately
$13,466,000 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
Georgetown Apartments and Landmark Apartments of approximately $11,267,000,  net
of discount,  is amortized over periods ranging from 29 to 30 years with balloon
payments of approximately  $11,033,000 due in 2003. The Managing General Partner
will attempt to refinance the mortgages  encumbering  Georgetown  Apartments and
Landmark  Apartments  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.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2002 and 2001 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                      Six Months      Per Limited       Six Months      Per Limited
                        Ended         Partnership         Ended         Partnership
                    June 30, 2002         Unit        June 30, 2001         Unit

<S>                     <C>              <C>              <C>              <C>
Operations              $ 192            $ 1.90           $ 857            $ 8.50
</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 2002 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 61,594 limited partnership units in
the Partnership representing 61.73% of the outstanding units at June 30, 2002. 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 of limited partnership  interest in the Partnership in exchange
for cash or a  combination  of cash and units in the  operating  partnership  of
AIMCO either through private purchases or tender offers. In this regard, on June
25, 2002, a tender offer by AIMCO Properties,  L.P., to acquire all of the units
not  owned by  affiliates  of AIMCO  for a  purchase  price of  $94.00  per unit
expired.  Pursuant to this offer,  AIMCO acquired 2,358 units during the quarter
ended June 30, 2002.  Under the  Partnership  Agreement,  unitholders  holding a
majority of the units are  entitled to take action with  respect to a variety of
matters which would  include  voting on certain  amendments  to the  Partnership
Agreement and voting to remove the Managing General Partner.  As a result of its
ownership of 61.73% of the outstanding  units, AIMCO is in a position to control
all voting  decisions  with  respect to the  Registrant.  Although  the Managing
General  Partner  owes  fiduciary   duties  to  the  limited   partners  of  the
Partnership, the Managing General Partner also owed fiduciary duties to AIMCO as
its sole stockholder.  As a result,  the duties of the Managing General Partner,
as managing  general  partner,  to the Partnerships 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. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.



<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  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 has  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  oppose 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 current 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 can
have an opportunity to discuss settlement.

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 first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  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. The parties are currently in the midst of briefing that appeal.

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

ITEM 6.     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 99,  Certification  of Chief  Executive  Officer and
                  Chief Financial Officer.

            b) Reports on Form 8-K filed during the quarter ended June 30, 2002:

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


                                    Date: August 14, 2002


<PAGE>


Exhibit 99


                          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,
2002 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 14, 2002


                                    /s/  Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 14, 2002


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