<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-Q

(Mark One)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarter ended                     September 30, 1996
                     ---------------------------------------------------

                                       or

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

For the transition period from ___________________to____________________

Commission file Number              33-47228
                        -------------------------------

                         ANGELES MORTGAGE INVESTMENT TRUST
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      California                                                95-6890805   
--------------------------------------------------------------------------------
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)

340 North Westlake Boulevard, Suite 230, Westlake Village, California   91362
-------------------------------------------------------------------------------
             (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code    (805) 449-1333
                                                   --------------------------
                                   No Change
 -------------------------------------------------------------------------------
 Former Name, Former Address and Former Fiscal Year If Changed Since Last Report

Securities registered pursuant to Section 12(b) of the Act:


Title of each class                                    Name of each exchange on
                                                         which registered
 Class A Shares                                       American Stock Exchange 
--------------------------------------------------------------------------------


          Securities registered pursuant to Section 12(g) of the Act:
                                      NONE
                      ------------------------------------
                                (Title of class)

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                [X] Yes  [  ] No



                                Total Pages  15
<PAGE>   2
ANGELES MORTGAGE INVESTMENT TRUST


                                     INDEX

<TABLE>
<CAPTION>
                                                                                            Page No.
                                                                                            --------
<S>              <C>                                                                           <C>
Part I.          Financial Information

    Item I.      Balance Sheets - September 30, 1996 and December 31, 1995                      3

                 Statements of Operations - for the three and nine months ended
                          September 30, 1996 and 1995                                           4

                 Statement of Stockholders Equity - for the nine months ended
                          September 30, 1996                                                    5

                 Statements of Cash Flows - for the nine months ended September 30,
                          1996 and 1995                                                         6

                 Notes to the Financial Statements                                              7

    Item 2.      Management's Discussion and Analysis of Financial
                          Condition and Results of Operations                                  10

Part II.         Other Information

    Item 1.      Legal Proceedings                                                             14

    Item 6.      Exhibits and Reports on Form 8-K                                              14
</TABLE>



                                      2
<PAGE>   3
ITEM 1.  FINANCIAL STATEMENTS
ANGELES MORTGAGE INVESTMENT TRUST
BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                 SEPTEMBER 30             DECEMBER 31
                                                                                     1996                    1995
                                                                                 -------------            -----------
<S>                                                                               <C>                      <C> 
ASSETS

Notes Receivable
 Mortgage notes receivable (primarily from affiliates)                            $ 21,297,000             $ 25,782,000
 Promissory notes receivable (primarily from affiliates)                            20,333,000               19,515,000
                                                                                  ------------             ------------
                                                                                    41,630,000               45,297,000
Less:  Allowances for estimated losses                                             (14,589,000)             (13,598,000)
                                                                                  ------------             ------------
                                                                                    27,041,000               31,699,000

Real estate held for sale                                                            5,980,000                3,400,000
Cash                                                                                 3,190,000                1,229,000
Accrued interest receivable                                                            431,000                  460,000
Prepaid expenses and other assets, net                                                 236,000                  544,000
                                                                                  ------------             ------------
Total assets                                                                      $ 36,878,000             $ 37,332,000
                                                                                  ============             ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Accounts payable and accrued expenses                                             $    151,000             $    193,000
                                                                                  ------------             ------------
Total liabilities                                                                      151,000                  193,000
                                                                                  ------------             ------------
Shareholders' equity:
Class A Shares (2,617,000 and 2,826,700 issued and outstanding,
     in 1996 and 1995, respectively, $1.00 par value, unlimited
     shares authorized)                                                              2,617,000                2,827,000
Class B Shares (1,675,113 issued and outstanding,
     $.01 value, unlimited shares authorized)                                           14,000                   14,000
Additional paid-in capital                                                          50,199,000               51,719,000
Accumulated distributions in excess of cumulative net
   income                                                                          (16,103,000)             (17,421,000)
                                                                                  ------------             ------------
Total shareholders' equity                                                          36,727,000               37,139,000
                                                                                  ------------             ------------
Total liabilities and shareholders' equity                                        $ 36,878,000             $ 37,332,000
                                                                                  ============             ============ 
</TABLE>





    The accompanying  notes are an integral part of the financial statements




                                       3
<PAGE>   4

ANGELES MORTGAGE INVESTMENT TRUST
STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                                   SEPTEMBER 30                       SEPTEMBER 30
                                                          ---------------------------           ---------------------------
                                                             1996              1995                 1996             1995
                                                          ----------        ---------           ----------       ----------
<S>                                                        <C>             <C>                  <C>              <C>
REVENUE:
Interest income                                           $  738,000       $  631,000           $2,077,000      $ 1,883,000
Rental income                                                140,000            4,000              216,000           14,000
Gain from sale of real property                                    -                -              184,000               -
Recovery of bad debt from Angeles    
  Corporation settlement                                           -                -                    -       12,844,000
Recovery of other bad debts                                        -          596,000              186,000          713,000
                                                          ----------       ----------           ----------      -----------
     Total revenue                                           878,000        1,231,000            2,663,000       15,454,000
                                                          ----------       ----------           ----------      -----------
COSTS AND EXPENSES:
Property operations                                           74,000            5,000              137,000            8,000
Interest expense to bank                                           -           52,000                    -          205,000
Legal fees                                                    44,000          159,000             (382,000)         662,000
General and administrative                                   179,000          145,000              570,000          648,000
Amortization                                                  19,000            6,000               32,000           29,000
                                                          ----------       ----------           ----------      -----------
     Total costs and expenses                                316,000          367,000              357,000        1,552,000
                                                          ----------       ----------           ----------      -----------

NET INCOME BEFORE EXTRAORDINARY ITEM                         562,000          864,000            2,306,000       13,902,000

EXTRAORDINARY ITEM:
Debt forgiveness                                                   -                -                    -        1,844,000
                                                          ----------       ----------           ----------      -----------
NET INCOME                                                $  562,000       $  864,000           $2,306,000      $15,746,000
                                                          ==========       ==========           ==========      =========== 

NET INCOME BEFORE EXTRAORDINARY
  ITEM PER CLASS A SHARE                                       $0.21            $0.30                $0.84            $4.56
EXTRAORDINARY ITEM PER CLASS A SHARE                           $0.00            $0.00                $0.00            $0.61
                                                          ----------       ----------           ----------      -----------
NET INCOME PER CLASS A SHARE                                   $0.21            $0.30                $0.84            $5.17
                                                          ==========       ==========           ==========      =========== 

CASH DISTRIBUTIONS PER CLASS A SHARE                           $0.14            $0.00                $0.36            $0.00
                                                          ==========       ==========           ==========      =========== 
WEIGHTED AVERAGE CLASS A SHARES
      OUTSTANDING                                          2,617,000        2,826,700            2,733,500        3,015,809
                                                          ==========       ==========           ==========      =========== 
</TABLE>



    The accompanying notes are an integral part of the financial statements.




                                       4 
<PAGE>   5
ANGELES MORTGAGE INVESTMENT TRUST
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                                             ACCUMULATED
                                                                                           DISTRIBUTIONS IN
                                                                        ADDITIONAL            EXCESS OF 
                                      CLASS A           CLASS B           PAID-IN           CUMULATIVE NET           
                                       SHARES            SHARES           CAPITAL               INCOME               TOTAL
                                     ----------         -------         -----------         --------------       ------------
<S>                                  <C>                <C>             <C>                  <C>                  <C>
Balance at December 31, 1995         $2,827,000         $14,000         $51,719,000          $(17,421,000)        $37,139,000
Purchase of Class A Shares             (210,000)            -            (1,520,000)                  -            (1,730,000)
Distributions paid to Class A
  Shareholders                              -               -                   -                (988,000)           (988,000)
Net income                                  -               -                   -               2,306,000           2,306,000
                                     ----------         -------         -----------          ------------         ----------- 

Balance at September 30, 1996        $2,617,000         $14,000         $50,199,000          $(16,103,000)        $36,727,000
                                     ==========         =======         ===========          ============         ===========
</TABLE>


    The accompanying notes are an integral part of the financial statements




                                        5
<PAGE>   6
ANGELES MORTGAGE INVESTMENT TRUST
STATEMENT OF CASH FLOW


<TABLE>
<CAPTION>
                                                                                   NINE MONTHS ENDED
                                                                                      SEPTEMBER 30
                                                                         ------------------------------------ 
                                                                             1996                    1995
                                                                          -----------            -------------
<S>                                                                       <C>                    <C>
Cash flows from operating activities:
Net income                                                                $ 2,306,000             $ 15,746,000
  Adjustments to reconcile net income to cash
    flows from operating activities:
      Gain from sale of real estate                                          (184,000)                       -
      Recovery of bad debt                                                   (186,000)             (13,557,000)
      Extraordinary gain                                                            -               (1,844,000)
      Amortization of loan fees                                                32,000                   29,000
      Decrease (increase) in interest receivable                                1,000                 (126,000)
      Decrease (increase) in prepaid expenses and other assets                135,000                 (210,000)
      Decrease in accounts payable and accrued expenses                       (42,000)                 (26,000)
      Decrease in unearned loan fee income                                     (9,000)                 (47,000)
                                                                          -----------            -------------
        Cash flows from operating activities                                2,053,000                  (35,000)
                                                                          -----------            -------------
Cash flows from investing activities:
  Issuance of investment in notes receivable                                   (4,000)                       -
  Principal collections of notes receivable                                 1,894,000                8,583,000
  Purchase of property through deed-in-lieu                                         -                 (355,000)
  Proceeds from sale of real property                                         736,000                        -
  Investment in securities                                                   (979,000)                       -
  Principal collections of investment securities                              979,000                        -
                                                                          -----------            -------------
        Cash flows from investing activities                                2,626,000                8,228,000
                                                                          -----------            -------------
Cash flows from financing activities:
  Draw on bank line of credit                                                 430,000                  343,000
  Repayment of bank line of credit                                           (430,000)              (1,846,000)
  Repayment of cash advances from affiliated partnerships                           -               (6,682,000)
  Purchase of Class B share option                                                  -                 (250,000)
  Purchase of Class A Shares                                               (1,730,000)                       -
  Distributions to Class A Shareholders                                      (988,000)                       -
                                                                          -----------            -------------
        Class flows used in financing activities                           (2,718,000)              (8,435,000)
                                                                          -----------            -------------
Increase (decrease) in cash and cash equivalents                            1,961,000                 (242,000)

Cash and cash equivalents
  At beginning of period                                                    1,229,000                1,104,000
                                                                          -----------            -------------
  At end of period                                                        $ 3,190,000            $     862,000
                                                                          ===========            =============
Schedule of noncash financing and investing activities:
Carrying value of real estate in satisfaction of notes
  receivable with carrying values of $3,068,000 in 1996 and
  $1,500,000 in 1995                                                      $ 3,210,000            $     912,000
Recast past due interest into principal on notes receivable                 2,454,000                        -
Note receivable from lawsuit settlement                                        75,000                        -
</TABLE>


    The accompanying notes are an integral part of the financial statements.






                                        6
<PAGE>   7
                         PART I.  FINANCIAL INFORMATION


ANGELES MORTGAGE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS


NOTE 1 - The accompanying financial statements have not been audited by
independent certified accountants, but in the opinion of management, all of the
adjustments necessary to present fairly the financial position of Angeles
Mortgage Investment Trust (the "Trust") and the results of operations and its
cash flows at the date and for periods indicated have been included.  Certain
prior year amounts have been reclassified to conform to current year
classifications.

         The accompanying financial statements have been prepared in conformity
with generally accepted accounting principals for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly they do not include all the information and footnotes required by
generally accepted accounting principals for complete financial statements.

         Operating results for the three and nine month periods ended September
30, 1996 are not indicative of the results that may be expected for the year
ending December 31, 1996.

         For further information, refer to the financial statements and notes
thereto included in the Trust's annual report on Form 10-K for the year ended
December 31, 1995.


NOTE 2 - The net income per Class A Share was based on 2,617,000 and
2,826,700 weighted average Class A Shares outstanding during the three months
ended September 30, 1996 and 1995, respectively and 2,733,500 and 3,015,809
weighted average Class A Shares outstanding during the nine months ended
September 30, 1996 and 1995, respectively, after deduction of the 1% interest
for Class B Shares.


NOTE 3 - In December 1995 the Trust paid off the outstanding balance on the
line of credit and during the quarter ending June 30, 1996 drew down and repaid
approximately $430,000 on such line of credit.  The Trust's line of credit of
$5 million was renewed on September 1, 1996 and expires April 30, 1997. The
line of credit requires monthly interest only payments based upon prime plus
 .75% and a commitment fee of $18,750 paid quarterly.  During the quarter ended
September 30, 1996 the Trust did not draw down on the line of credit.


NOTE 4 - In February 1996 the Trust, pending a longer term investment, acquired
a security investment in Federal Home Loan Mortgage Corporation in the amount
of $979,000 with a coupon rate of 8.5% which matured on June 1, 1996.


NOTE 5 - In August 1995 the Trust obtained title to the 4705 Van Epps
property through a deed-in-lieu of foreclosure, recorded the property at
$500,000 and recognized approximately $151,000 as recovery of bad debt in 1995.
The property was sold in February 1996, for $752,000 and the Trust received net
cash proceeds of approximately $677,000 realizing a $184,000 gain on the sale.





                                       7
<PAGE>   8
NOTE 6 - During the nine months ended September 30, 1996 recovery of bad debts
represents proceeds received from the loan referred to by the Trust as
"Northprior," for which an allowance for estimated loss had been established.
The Trust may receive additional proceeds from the Northprior loan from excess
amounts, if any, held in an escrow account to remediate environmental problems
at the property.

NOTE 7 - During the quarter ended March 31, 1996 the Trust modified a second
mortgage referred to as Brittany Point.  In connection with the modification,
the Trust extended the maturity date to December 31, 2000, required monthly
cash flow payments and capitalized approximately $283,000 of past due interest
into principal of which approximately $28,000 had been previously accrued as
interest receivable.

         In addition, during the quarter ended June 30, 1996 the Trust modified
three promissory notes referred to as Fox Crest, Carriage Hills and Vista
Hills.  In connection with the modifications, the Trust extended the maturity
dates to March 1, 2003, September 1, 2000 and September 1, 2002, respectively,
and capitalized approximately $1,794,000, $204,000 and $230,000, respectively,
of past due interest into principal.  The modified notes require payments only
out of cash flows provided by the properties.  

         The Trust did not recognize any interest income in connection with 
these loan modifications.


NOTE 8 - In April 1996, the Trust foreclosed on a 200 acre parcel of land
located in Ellenton, Florida, referred to by the Trust as "Colony Cove", for
which it held a first trust deed mortgage in the amount of $1,572,000 and had
capitalized foreclosure costs of approximately $142,000.  The Trust did not
recognize any income or loss from the foreclosure.

         In June 1996, the Trust obtained through foreclosure a 57% joint
venture interest in a 160 acre parcel of land in Ocala, Florida.  This property
was collateral for a Trust loan in the amount of $1,050,000, referred to as
"Rolling Greens."  The Trust did not recognize any loss on the foreclosure as a
reserve of $745,000 had been previously provided.

         In August 1996, the Trust foreclosed on a 443 unit mobile home park
located in Belton, Missouri, referred to by the Trust as Springdale Lake
Estates MHP ("Springdale"), for which it held a second trust deed mortgage in
the amount of $1,720,000 and had capitalized foreclosure costs of approximately
$2,000.  Upon taking title to Springdale, the Trust assumed a first mortgage on
the property in the amount of approximately $2,800,000.  The Trust did not
recognize any loss from the foreclosure as a reserve of $531,000 had been
previously provided.  Subsequent to the September 30, 1996 quarter end, the
Trust sold Springdale for $4,000,000 and received net cash proceeds of
approximately $1,112,000.


NOTE 9 - In June 1996 the Trust settled pending litigation in State and Federal
courts with all defendants, except for one defendant as to which the Trust
voluntarily dismissed the cases, relating to the Trust's complaint for damages
arising from the use of non-public information to acquire the Trust's Class A
shares and alleged violations of Federal securities laws.  The settlement
consisted of cash of $689,000 and a $75,000 four year, 8% collateralized
promissory note, with semi-annual interest payments.  This $764,000 portion of
the settlement was recognized by the Trust as income by offsetting legal
expenses incurred by the Trust relating to the lawsuit.  In addition, the Trust
acquired 209,700 Class A shares for $1,730,000, or $8.25 per Class A share and
obtained a standstill agreement and a voting proxy,





                                       8
<PAGE>   9
controlled by the trustees of the Trust, on approximately 200,000 additional
Class A shares until such shares are sold in the open market.  In conjunction
with the purchase of the Class A shares the Trust borrowed approximately
$430,000 on its Bank line of credit, which was subsequently repaid four days
later.


NOTE 10 - During the quarter ended September 30, 1996, three Trust loans
prepaid the total outstanding principal balances of $1,456,000.  The three
loans are referred to by the Trust as 4595-97 Van Epps, 4851 Van Epps and
Panorama Terrace.  In addition, subsequent to September 30, 1996 the Trust
received principal repayment on the loan referred to by the Trust as
Oxford/Spanish Gardens, in the amount of $1,298,000.

         As of November 12, 1996 the Trust has signed and proposed commitments
to fund approximately $5 million of new loans.


NOTE 11 - In November 1996 the Trust's Board of Trustees adopted a Shareholder
Rights Plan pursuant to which the Trust will distribute a dividend of one Class
A Share purchase right (a "Right") on each outstanding share of the Trust's
Class A Shares.  The Rights will be exercisable if a person or group acquires
20% or more of the Trust's Class A Shares or announces or commences a tender
offer for 20% or more of the such shares.  When a person or group acquires such
20%, each exercisable Right will entitle its holder (other than such person or
group) to purchase, at the Right's then-current exercise price, a number of the
Trust's Class A Shares having a market value of twice such price.  In addition,
if the Trust is acquired in a merger or other business combination transaction
after a person has acquired 20% or more of the Trust's outstanding Class A
Shares, each right will entitle its holder to purchase, at the Right's
then-current exercise price, a number of the acquiring company's common shares
having a market value of twice such price.

         The Rights are redeemable and may be amended at the Trust's option
before they become exercisable.  Until a Right is exercised, the holder of a
Right, as such, has no rights as a shareholder of the Trust.  The Rights expire
on December 31, 2003.





                                       9
<PAGE>   10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     LIQUIDITY AND CAPITAL RESOURCES

         The Trust has invested in loans (the "Trust Loans") which were
made principally to partnerships that were affiliated with Angeles Corporation
("Angeles"), parent company to the Trust's prior advisor, Angeles Funding
Corporation (the "Advisor" or "AFC"), but the majority of which are now
controlled by Insignia Financial Group, Inc. ("Insignia").

         In February 1993, the Trust's policy of distributing monthly the Net
Cash from operations to its Class A Shareholders was suspended as a result of
the failure of the Insignia partnerships and entities affiliated with Angeles
to fully service their respective Trust Loan obligations and Angeles' inability
to fulfill its guarantee of a minimum annual distribution of $2.00 per Class A
Share through May 1994.  The Trust announced on December 20, 1995 that it had
reduced its bank and other debt to zero and scheduled its first dividend
payment in three years to Class A Shareholders of record on January 22, 1996
which was paid on February 13, 1996, in the amount of $0.10 per Class A Share.
A second quarter dividend of $0.12 per Class A Share was paid on May 15, 1996,
to shareholders of record on April 23, 1996.  During the second quarter ended
June 30, 1996 the Trust declared a third quarter dividend of $0.14 per Class A
share to shareholders of record on July 23, 1996 and payable on August 15,
1996.  In addition, during the third quarter ended September 30, 1996 the Trust
declared a fourth quarter dividend of $0.16 per Class A share to shareholders
of record on October 23, 1996 and payable on November 15, 1996.

         As of July 25, 1995, the Trust obtained a new $5 million line of
credit with the Bank, to be used primarily to facilitate the foreclosure
process on Trust loans.  The line of credit was renewed on September 1, 1996
and requires monthly interest only payments based upon prime plus 0.75%, an
$18,750 commitment fee and matures April 30, 1997.  During the month of June
1996, the Trust drew down and repaid the line of credit in the amount of
$430,000 and paid interest to the Bank of less than $500.

         The Trust's liquidity is dependent upon its borrowers having
sufficient cash to pay interest and principal payments as they become due.  In
February 1993, a significant number of the Insignia Partnerships failed to
service their debt obligations under the Trust Loans.  The Trust has since
completed the process of restructuring the majority of the Trust Loans.  The
restructured loan terms typically include a reduction in the interest rate, an
extension of the loan term, payment of at least net cash flow from the
operation of the relevant property on a current basis and a modest increase in
the principal balance of the loan as consideration for the modification.

         In August 1995 the Trust obtained title through a deed-in-lieu of
foreclosure as a result of recourse provisions in a defaulted loan, on 4705 Van
Epps, an industrial warehouse located in Cleveland, Ohio.  In February 1996,
the Trust sold this property for $752,000, resulting in net cash proceeds of
approximately $677,000.

         In February 1996, pending re-investment of capital, the Trust invested
$979,000 in Federal Home Loan Mortgage Corporation notes, having a coupon rate
of 8.5% and a maturity date of June 1, 1996.





                                       10
<PAGE>   11
         During 1994 the Trust began the foreclosure process on the Colony Cove
note receivable on which the Trust holds a first trust deed mortgage.  The
Trust foreclosed on 200 acres of raw land, located in Ellenton, Florida, in
April 1996 and does not expect to incur a loss on its original investment.  In
addition, the Trust received through foreclosure a 57% joint venture interest
in a 160 acre parcel of land in Ocala, Florida.  This property was collateral
for the Trust loan referred to as "Rolling Greens" in the amount of $1,050,000.
The Trust had previously established a $745,000 reserve on the Rolling Greens
loan and does not expect to incur any further losses on this investment.

         In August 1996, the Trust foreclosed on a 443 unit mobile home park
located in Belton, Missouri, referred to by the Trust as Springdale Lake
Estates MHP ("Springdale"), for which it held a second trust deed mortgage in
the amount of $1,720,000 and had capitalized foreclosure costs of approximately
$2,000.  Upon taking title to Springdale, the Trust assumed a first mortgage on
the property in the amount of approximately $2,800,000.  The Trust did not
recognize any loss from the foreclosure as a reserve of $531,000 had been
previously provided.  Subsequent to the September 30, 1996 quarter end, the
Trust sold Springdale for $4,000,000 and received net cash proceeds of
approximately $1,112,000.

         During the quarter ended September 30, 1996, three Trust loans prepaid
the total outstanding principal balances of $1,456,000.  The three loans are
referred to by the Trust as 4595-97 Van Epps, 4851 Van Epps and Panorama
Terrace.  In addition, subsequent to September 30, 1996 the Trust received
principal repayment on the loan referred to by the Trust as Oxford/Spanish
Gardens, in the amount of $1,298,000.

         As of November 12, 1996 the Trust has signed and proposed commitments
to fund approximately $5 million of new loans.

         The Trust's management, on a quarterly basis, reviews the carrying
value of the Trust's Loans and properties held for sale.  Generally accepted
accounting principles require that the carrying values of a note receivable or
property held for sale cannot exceed the lower of its carrying amount or its
estimated net realizable value.  The estimate of net realizable value is based
on management's review and evaluation of the collateral properties as well as
recourse provisions included in certain notes receivable. The allowance for
loan loss as of September 30, 1996 was approximately $15 million.  However, the
provision for loss is an estimate which is inherently uncertain and depends on
the outcome of future events. The Trust's estimates are based on an analysis of
the loan portfolio, composition of the loan portfolio, the value of collateral
and current economic conditions.

         In June 1996 the Trust settled pending litigation in State and Federal
courts with all defendants, except for one defendant as to which the Trust
voluntarily dismissed the cases, relating to the Trust's complaint for damages
arising from the use of non-public information to acquire the Trust's Class A
shares and alleged violations of Federal securities law.  The settlement
includes the net payment of $764,000 to the Trust from the settling defendants,
consisting of $689,000 in cash and a $75,000, four year, 8% collateralized
promissory note.  The Trust recognized such proceeds as income in the second
quarter ended June 30, 1996 by offsetting legal expenses attributed to the
lawsuits.  In addition, the Trust acquired 209,700 Class A shares at an
effective price of $8.25 per share from one of the defendants and obtained a
standstill agreement and a voting proxy, controlled by the trustees of the
Trust, on approximately 200,000 additional Class A shares.

         From time to time the Trust has held, and will continue to hold
discussions with other REITs and other real estate related companies to
consider expanding the Trust's portfolio through a transaction





                                       11
<PAGE>   12
involving the issuance of Trust shares or entering into joint ventures or
partnerships which would ultimately result in the issuance of Trust shares.

         The Board of Trustee of the Trust has authorized the Trust to
repurchase in open market transactions, up to 10% of its Class A shares.



RESULTS OF OPERATIONS

         During the nine months ended September 30, 1996 total revenue
decreased significantly as compared to total revenue for the nine months ended
September 30, 1995 which is due to the Angeles Corporation bankruptcy
settlement of $12,844,000 which was effective March 31, 1995.  Simultaneous to
the Angeles settlement, the Trust settled its claims with the various
partnerships associated with Insignia, which resulted in a extraordinary income
of $1,844,000 resulting from the Trust being able to negotiate the settlement
of these claims at a discount.  Total income for the nine months ended
September 30, 1996 represents a significant decrease from the same period ended
1995 due to the two 1995 settlement transactions referred to above.

         Interest income for the three and nine months ended September 30, 1996
increased by approximately, 17% and 10%, respectively, when compared to the
same periods ending in 1995.  The increase in 1996 is primarily due to loans
which the Trust had modified and are now paying debt service either at the
stated interest rate or on a cash flow basis.  Interest income in the first
quarter of 1995 included a one time lump sum payment of $200,000 in interest
relating to the Trust's settlement with Angeles Corporation.  Rental income and
property operating expenses increased significantly for the three and nine
months ended September 30, 1996 when compared to the same periods in 1995.
This increase relates to the Trust owning six properties during the nine month
period ending September 30, 1996, one of which was sold at the end of February
1996, while owning only three property during the nine months ending September
30, 1995.

         The Trust recognized additional income for the nine months ended
September 30, 1996 relating to recovery of bad debt.  During the nine months
ended September 30, 1996, the Trust received a partial principal repayment of
$186,000 on a loan for which an allowance for estimated loss has been
previously provided.

         Interest expense to the Bank decreased as the Trust had no borrowings
on the bank line of credit for the three and nine months ended September 30,
1996, except for $430,000 for a four day period in June 1996, while the Trust
had an average month end borrowings on the bank line of credit of $2,048,000
and $2,553,000 for the three and nine months ended September 30, 1995,
respectively.

         General and administrative expenses for the three months ended
September 30, 1996 increased 23% when compared to the previous same period, the
increase is primarily due to alternative minimum tax and state taxes paid
during the quarter ended September 30, 1996.  Legal expenses have significantly
decreased during the quarter ended September 30, 1996 when compared to the same
period last year, which is due to the successful settlement in June 1996 of the
State and Federal claims the Trust brought against others relating to the use
of non-public information by a group of investors.  In conjunction with this
settlement, the Trust received cash and a note in the amount of $764,000 which
was offset against legal expenses in June 1996.  General and administrative
expenses have also decreased significantly for





                                       12
<PAGE>   13
the nine month period ended September 30, 1996 when compared to the same nine
month period ended September 30, 1995, due to increased proxy expenses incurred
in 1995 as a result of a proxy fight relating to the 1995 annual shareholders
meeting.





                                       13
<PAGE>   14
                          PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

                  None.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         A.      EXHIBITS

                  None.

         B.      REPORTS ON FORM 8-K

                  None.





Note:  All items required under Part II of Form 10-Q which are applicable have
been reported herein.





                                       14
<PAGE>   15
                                   SIGNATURES


           Pursuant to the requirements of the Securities Exchange Act of 1934,
the Trust has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                           ANGELES MORTGAGE INVESTMENT TRUST



                                           By  /s/ Anna Merguerian              
                                              ------------------------------
                                                Anna Merguerian
                                                Chief Financial Officer





Date:  November 14, 1996





                                       15