UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2008~~2009

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

For the transition period from _________to _________

Commission file number 0-11767

ANGELES INCOME PROPERTIES, LTD. II

(Exact name of registrant as specified in its charter)

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

55 Beattie Place, PO Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

Registrant’s telephone number, including area code (864) 239-1000

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

None

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

Units of Limited Partnership Interest

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]

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. ~~Yes [X] No [ ]~~

~~Indicate~~Yes by[X] ~~check~~No mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer £	Accelerated filer £
Non-accelerated filer £(Do not check if a smaller reporting company)	Smaller reporting company S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were last sold, or the average bid and asked ~~prices~~price of such partnership interests as of ~~the~~ the last business day of the registrant’s most recently completed second fiscal quarter. No market exists for the partnership interests of the Registrant, and, therefore, no aggregate market value can be determined.

DOCUMENTS INCORPORATED BY REFERENCE

None

FORWARD-LOOKING STATEMENTS

The ~~Private~~ Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Annual Report contains or may contain information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding the ~~effect~~ ~~of redevelopments, the~~ Partnership’s future financial performance, ~~including the Partnership’s ability to maintain current or meet projected occupancy~~ and ~~rent levels, and~~ the effect of government regulations. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors some of which are beyond the Partnership’s control including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; natural disasters and severe weather such as hurricanes; national and local economic conditions; the general level of interest rates; ~~energy costs;~~ the terms of ~~governmental~~ governmental regulations that affect the Partnership’s properties and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets; insurance risk; development risks; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties ~~presently owned or~~ previously owned by the Partnership. Readers should carefully review the Partnership’s financial statements and the notes thereto, as well as the ~~section entitled “Risk Factors” described in Item 1A of this Annual Report and the~~ other documents the ~~Partnership~~ Partnership files from time to time with the Securities and Exchange Commission.

PART I

Item 1. Business.

Angeles Income Properties, Ltd. II (the "Partnership" or "Registrant") is a publicly held limited partnership organized under the California Uniform Limited Partnership Act on October 12, 1982. The Partnership's managing general partner is Angeles Realty Corporation II, a California corporation (the "Managing General Partner" or "ARC II"). ARC II is wholly-owned by Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. AIMCO Properties, L.P. (an affiliate of AIMCO) is the non-managing general partner of the Partnership. The Managing General Partner and the non-managing general partner are herein collectively referred to as the "General Partners". The Partnership Agreement provides that the Partnership is to terminate on December 31, 2037 unless terminated prior to such date.

The Partnership, through its public offering of Limited Partnership Units, sold 100,000 units aggregating $50,000,000. The General Partners contributed capital in the amount of $1,000 for a 1% interest in the Partnership. The Partnership was formed for the purpose of acquiring fee and other forms of equity interests in various types of real estate property. ~~The Partnership presently owns and operates two apartment properties at December 31, 2008. (See “Item 2. Properties”).~~ Since its initial offering, the Partnership has not received, nor are limited partners required to make, additional capital contributions. During the year ended December 31, 2009, the Partnership sold its two remaining properties to third parties.

~~The~~As ~~Partnership~~of ~~has~~December no31, 2009, the ~~employees. Management~~Partnership ~~and~~adopted ~~administrative~~the ~~services~~liquidation ~~are~~basis ~~provided~~of byaccounting, due to the sale of both ~~Managing~~of ~~General~~its ~~Partner~~remaining investment properties, Landmark Apartments during October 2009 and byDeer ~~agents~~Creek ~~retained~~Apartments byduring ~~the~~December 2009. The Managing General Partner estimates the liquidation process will be completed by September 30, 2010. Because the success in Anrealization ~~affiliate~~of assets and settlement of liabilities is based on the Managing General Partner’s ~~provided~~best ~~such~~estimates, ~~property management~~the ~~services~~liquidation ~~for~~period ~~the~~may ~~residential~~be ~~properties~~shorter ~~for~~than ~~the~~projected ~~years~~or ~~ended~~it ~~December~~may ~~31,~~be ~~2008~~extended beyond ~~and~~the ~~2007.~~projected period.

~~Item~~The 1APartnership has no employees. Management ~~Risk~~and ~~Factors~~administrative services were provided by the Managing General Partner and by agents retained by the Managing General Partner. An affiliate of the Managing General Partner provided such property management services for the Partnership’s former residential properties for the years ended December 31, 2009 and 2008.

~~The~~A ~~risk~~further ~~factors~~description ~~noted~~of inthe ~~this~~Partnership's ~~section~~business ~~and~~is ~~other~~included ~~factors~~in ~~noted~~"Item ~~throughout~~7. ~~this~~Management's ~~Annual~~Discussion ~~Report describe~~and ~~certain~~Analysis ~~risks~~of ~~and~~Financial ~~uncertainties~~Condition ~~that~~and ~~could~~Results ~~cause~~of ~~the~~Operations" ~~Partnership’s~~included ~~actual results to differ materially from those contained~~ in ~~any~~this ~~forward-looking~~Form ~~statement~~10-K.

The Partnership’s existing and future debt financing could render it unable to operate, result in foreclosure on its properties, prevent it from making distributions on its equity or otherwise adversely affect its liquidity.

The Partnership is subject to the risk that its cash flow from operations will be insufficient to make required payments of principal and interest, and the risk that existing indebtedness may not be refinanced or that the terms of any refinancing will not be as favorable as the terms of existing indebtedness. If the Partnership fails to make required payments of principal and interest on secured debt, its lender could foreclose on the property securing such debt, which would result in loss of income and asset value to the Partnership. Payments of principal and interest may leave the Partnership with insufficient cash resources to operate its properties or pay distributions.

Disruptions in the financial markets could affect the Partnership’s ability to obtain financing and the cost of available financing and could adversely affect the Partnership’s liquidity.

The Partnership’s ability to obtain financing and the cost of such financing depends on the overall condition of the United States credit markets and the level of involvement of certain government sponsored entities, specifically, Federal Home Loan Mortgage Corporation, or Freddie Mac, and Federal National Mortgage Association, or Fannie Mae, in secondary credit markets. Recently the United States credit markets have experienced significant liquidity disruptions, which have caused the spreads on debt financings to widen considerably and have made obtaining financing more difficult. Further or prolonged disruptions in the credit markets could result in Freddie Mac or Fannie Mae reducing their level of involvement in secondary credit markets which would adversely affect the Partnership’s ability to obtain non-recourse property debt financing.

Failure to generate sufficient net operating income may limit the Partnership’s ability to fund necessary capital expenditures or the Partnership’s ability to repay advances from affiliates.

The Partnership’s ability to fund necessary capital expenditures on its properties depends on its ability to generate net operating income in excess of required debt payments. If the Partnership is unable to fund capital expenditures on its properties, the Partnership may not be able to preserve the competitiveness of its properties, which could adversely affect the Partnership’s net operating income.

The Partnership’s ability to repay advances from affiliates depends on its ability to generate net operating income in excess of required debt payments and capital expenditure requirements. Net operating income and liquidity may be adversely affected by events or conditions beyond the Partnership’s control, including:

the general economic climate;

competition from other apartment communities and other housing options;

local conditions, such as loss of jobs or an increase in the supply of apartments, that might adversely affect apartment occupancy or rental rates;

changes in governmental regulations and the related cost of compliance;

increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents;

changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing; and

changes in interest rates and the availability of financing.

Competition could limit the Partnership’s ability to lease apartments or increase or maintain rents.

The Partnership’s apartment properties compete for residents with other housing alternatives, including other rental apartments, condominiums and single-family homes that are available for rent, as well as new and existing condominiums and single-family homes for sale. Competitive residential housing in a particular area could adversely affect the Partnership’s ability to lease apartments and to increase or maintain rental rates. The current challenges in the credit and housing markets have increased housing inventory that competes with the Partnership’s properties.

Laws benefiting disabled persons may result in the Partnership’s incurrence of unanticipated expenses.

Under the Americans with Disabilities Act of 1990, or ADA, all places intended to be used by the public are required to meet certain Federal requirements related to access and use by disabled persons. Likewise, the Fair Housing Amendments Act of 1988, or FHAA, requires apartment properties first occupied after March 13, 1990, to be accessible to the handicapped. These and other Federal, state and local laws may require modifications to the Partnership’s properties, or affect renovations of the properties. Noncompliance with these laws could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. Although the Partnership believes that its properties are substantially in compliance with present requirements, the Partnership may incur unanticipated expenses to comply with the ADA and the FHAA in connection with the ongoing operation of its properties.

Potential liability or other expenditures associated with potential environmental contamination may be costly.

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

Moisture infiltration and resulting mold remediation may be costly.

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

A further description of the Partnership's business is included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this Form 10-K.

Item 2. Properties.

~~The~~On ~~following~~October ~~table~~30, ~~sets~~2009, the Partnership sold ~~forth~~Landmark Apartments to a third party for a gross sales price of $11,800,000. The net proceeds realized by the Partnership's ~~investment~~were approximately $2,816,000 after payment of closing costs of approximately $203,000 and the assumption of the mortgage encumbering the property of approximately $8,781,000 by the buyer. In addition, the lender held repair escrow of approximately $659,000 was transferred to the buyer in ~~properties:~~connection with the mortgage assumption. The Partnership used approximately $1,783,000 of the net proceeds to repay amounts due to affiliates of the Managing General Partner. The Partnership recognized a gain of approximately $7,625,000 as a result of the sale during the year ended December 31, 2009. In addition the Partnership recognized a loss on extinguishment of debt of approximately $106,000 as a result of the write off of unamortized loan costs during the year ended December 31, 2009.

	Date of
Property	Purchase	Type of Ownership	Use
Deer Creek Apartments	09/28/83	Fee ownership subject to	Apartments
Plainsboro, NJ		first, second and third	288 units
		mortgages
Landmark Apartments	12/16/83	Fee ownership subject to	Apartments
Raleigh, NC		a first mortgage	292 units

On March 11, 2009, the Partnership refinanced the mortgage encumbering Landmark Apartments. The refinancing replaced the existing mortgage of approximately $8,535,000, with a new mortgage in the amount of $8,850,000. The new mortgage required monthly payments of principal and interest beginning on May 1, 2009 until the loan matured April 1, 2016 with a balloon payment due at maturity. The new mortgage bore interest at an adjustable interest rate of the monthly LIBOR Index Rate plus 4.01%, capped at 7.25% per annum. Total capitalized loan costs associated with the new mortgage were approximately $114,000 and were included in other assets. During the year ended December 31, 2009, the Partnership recorded a loss on the early extinguishment of debt of approximately $81,000, as a result of the write off of unamortized loan costs and a prepayment penalty. As a condition of the new mortgage, the lender required AIMCO Properties, L.P., an affiliate of the Managing General Partner, to guarantee certain non-recourse obligations and liabilities of the Partnership with respect to the new mortgage.

~~Schedule~~The mortgage loan for Landmark Apartments was assumed by the buyer in connection with the sale of the property on October 30, ~~Properties~~2009, and the unamortized balances of the loan costs were written off in conjunction with the sale as discussed above.

~~Set~~On ~~forth~~December ~~below~~18, 2009, the Partnership sold its last remaining investment property, Deer Creek Apartments, to a third party for ~~each~~a gross sales price of approximately $26,909,000. The net proceeds realized by the Partnership’s ~~properties~~were isapproximately $3,081,000 after payment of closing costs of approximately $882,000 and the ~~gross~~assumption ~~carrying~~of ~~value~~the mortgages encumbering the property of approximately $22,946,000 ~~accumulated~~by the buyer. The ~~depreciation~~Partnership recognized a gain of approximately $22,140,000 ~~depreciable~~as ~~life~~a result of the sale during the year ended December 31, ~~method~~2009. In addition the Partnership recognized a loss on extinguishment of ~~depreciation~~debt of approximately $513,000 as a result of the write off of unamortized loan costs and ~~Federal~~the ~~tax~~payment of a loan ~~basis~~assumption fee during the year ended December 31, 2009.

	Gross
	Carrying	Accumulated	Depreciable	Method of	Federal
Property	Value	Depreciation	Life	Depreciation	Tax Basis
	(in thousands)				(in thousands)
Deer Creek
Apartments	$17,572	$13,261	5-30 yrs	S/L	$5,361
Landmark
Apartments	16,466	13,383	5-30 yrs	S/L	3,530
	$34,038	$26,644			$8,891

See "Note A – Organization and Summary of Significant Accounting Policies" to the financial statements included in "Item 8. Financial Statements and Supplementary Data" for a description of the Partnership's capitalization and depreciation policies.

Schedule of Property Indebtedness

The following table sets forth certain information relating to the loans encumbering the Partnership’s properties.

	Principal				Principal
	Balance At				Balance
	December 31,	Interest	Period	Maturity	Due At
Property	2008	Rate (1)	Amortized	Date	Maturity (4)
	(in thousands)				(in thousands)
Deer Creek Apartments
1st mortgage	$11,982	7.68%	30 yrs	09/2015	$10,946
2nd mortgage	3,627	5.32%	30 yrs	09/2015	3,163
3rd mortgage (3)	7,626	5.83%	30 yrs	09/2015	6,791
Landmark Apartments
1st mortgage (5)	8,535	5.65%	(2)	12/2009	8,535
	$31,770				$29,435

(1) Fixed rate mortgages.

(2) Interest only payments.

(3) On August 31, 2007, the Partnership obtained an additional mortgage loan in the principal amount of $7,750,000 on Deer Creek Apartments. The additional mortgage bears interest at a fixed rate of 5.83% per annum and requires monthly payments of principal and interest of approximately $46,000 beginning on October 1, 2007, through the September 1, 2015 maturity date, with a balloon payment of approximately $6,791,000 due at maturity. If no event of default exists at maturity, the maturity date will automatically be extended for one additional year, to September 1, 2016, during which period the additional mortgage would bear interest at the one-month LIBOR rate plus 250 basis points and would require monthly payments of principal and interest. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Managing General Partner, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing. In connection with obtaining the additional mortgage, loan costs of approximately $95,000 were capitalized.

(4) See “Note B – Mortgage Notes Payable” to the financial statements included in "Item 8. Financial Statements and Supplementary Data" for information with respect to the Partnership's ability to prepay these loans and other specific details about the loans.

(5) See “Note H – Subsequent Event” included in “Item 8. Financial Statements and Supplementary Data”.

Rental Rates and Occupancy

Average annual rental rates and occupancy for 2008 and 2007 for each property were as follows:

	Average Annual		Average Annual
	Rental Rates		Occupancy
	(per unit)
Property	2008	2007	2008	2007
Deer Creek Apartments	$13,332	$12,702	97%	96%
Landmark Apartments	8,021	7,679	95%	96%

As noted under "Item 1A. Risk Factors", the real estate industry is highly competitive. Both of the Partnership’s properties are subject to competition from other residential apartment complexes in the area. The Managing General Partner believes that the Partnership’s properties are adequately insured. Each residential property is an apartment complex which leases its units for lease terms of one year or less. No residential tenant leases 10% or more of the available rental space. The properties are in good physical condition, subject to normal depreciation and deterioration as is typical for assets of this type and age.

Real Estate Taxes and Rates

Real estate taxes and rates in 2008 for each property were as follows:

	2008	2008
	Billing	Rate
	(in thousands)
Deer Creek Apartments	$ 390	2.03%
Landmark Apartments	144	0.95%

Capital Improvements

Deer Creek Apartments

During the year ended December 31, ~~2008~~2009, the Partnership completed approximately $1333,~~117,~~000 of capital improvements at the property, consisting primarily of ~~water~~exterior ~~heater and roof replacements~~painting, ~~cabinet, kitchen and bathroom upgrades,~~ appliance and floor covering replacements, ~~and~~kitchen ~~construction related to the casualty discussed in “Item 7. Management’s Discussion~~ and ~~Analysis~~bath ofupgrades ~~Financial Condition~~ and ~~Results~~roof ~~of Operations”~~replacement. These improvements were funded from operating cash flow~~, insurance proceeds and advances from an affiliate of the Managing General Partner~~. The ~~Partnership regularly evaluates the capital improvement needs of~~ ~~the property. While the~~ Partnership ~~has~~sold noDeer ~~material~~Creek ~~commitments~~Apartments ~~for~~to ~~property improvements~~a ~~and~~third ~~replacements,~~party ~~certain~~on ~~routine~~December ~~capital expenditures are~~18, ~~anticipated during~~ 2009. ~~Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.~~

Landmark Apartments

During the year ended December 31, ~~2008~~2009, the Partnership completed approximately $1685,~~041,~~000 of capital improvements at the property, consisting primarily of ~~heating~~electrical ~~and~~upgrades, air conditioning ~~upgrades~~unit replacement, ~~plumbing~~swimming ~~and~~pool ~~electrical~~ upgrades, ~~stairway~~balcony ~~improvements~~and door replacements and appliance and floor covering ~~replacement~~replacements. These improvements were funded from operating cash flow ~~and advances from an affiliate of the Managing General Partner~~. The Partnership ~~regularly~~sold ~~evaluates~~Landmark ~~the capital improvement needs of~~Apartments ~~the~~to ~~property. While~~a ~~the~~third ~~Partnership~~party ~~has~~on noOctober ~~material commitments for property improvements and replacements~~30, ~~certain routine capital expenditures are anticipated during~~ 2009. ~~Such capital expenditures will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property.~~

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

Item 3. Legal Proceedings.

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also ~~contended~~ contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts ~~will~~have been be dismissed. During the fourth quarter of 2008, the Partnership paid approximately $3,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment properties. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by ~~the plaintiff~~ plaintiffs’s counsel are not resolved. The parties have selected six “on-call” ~~Managing~~claims that will proceed forward through the arbitration process and have selected arbitrators. After those arbitrations have been completed, the parties will revisit settling the on-call claims. The first two arbitrations took place in December 2009 and the Defendants received a defense verdict against the first two claimants and plaintiffs dismissed the claims of the next two claimants. The remaining two arbitrations will take place in April 2010. The Managing General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

ItemPART 4. Submission of Matters to a Vote of Security Holders.II

~~PART~~The IIPartnership, a publicly-held limited partnership, offered and sold 100,000 limited partnership units (the “Units”) aggregating $50,000,000. At December 31, 2009, the Partnership had 1,111 holders of record owning an aggregate of 99,790 Units. Affiliates of the Managing General Partner owned 71,418 Units or 71.57% at December 31, 2009. No public trading market has developed for the Units, and it is not anticipated that such a market will develop in the future.

~~Item~~The 5.Partnership ~~Market~~distributed the ~~for~~following amounts during the ~~Registrant's~~years ~~Equity~~ended December 31, 2009 and ~~Related~~2008 ~~Security~~(in thousands, ~~Holder~~except ~~Matters~~per unit data):

The Partnership, a publicly-held limited partnership, offered and sold 100,000 limited partnership units (the “Units”) aggregating $50,000,000. At December 31, 2008, the Partnership had 1,116 holders of record owning an aggregate of 99,804 Units. Affiliates of the Managing General Partner owned 71,418 Units or 71.56% at December 31, 2008. No public trading market has developed for the Units, and it is not anticipated that such a market will develop in the future.

	Year Ended	Per Limited	Year Ended	Per Limited
	December 31,	Partnership	December 31,	Partnership
	2009	Unit	2008	Unit
Sale(1)	$ 2,871	$ 28.48	$ --	$ --

~~The Partnership distributed~~(1) Proceeds from the ~~following~~October ~~amounts~~2009 ~~during~~sale ~~the~~of ~~years~~Landmark ~~ended~~Apartments ~~December~~and ~~31,~~the ~~2008~~December ~~and~~2009 ~~2007~~sale ~~(in~~of ~~thousands,~~Deer ~~except~~Creek ~~per unit data):~~Apartments.

	Year Ended	Per Limited	Year Ended	Per Limited
	December 31,	Partnership	December 31,	Partnership
	2008	Unit	2007	Unit
Financing	$ --	$ --	$7,785	$77.22

For 2009, the distribution payable of approximately $659,000 represents the estimated New Jersey and North Carolina withholding taxes to be paid by the Partnership on behalf of certain limited partners in connection with the sale of Deer Creek Apartments and Landmark Apartments, respectively.

~~From~~The ~~proceeds~~Partnership’s ~~from the~~cash ~~September~~available ~~2005~~for ~~and~~distribution ~~August~~will ~~2007~~be ~~second~~reviewed ~~and~~on ~~third~~a ~~mortgages~~quarterly ~~obtained~~basis. onFuture ~~Deer Creek~~cash ~~Apartments~~distributions ~~and~~will ~~the~~depend ~~November~~on ~~2006~~the ~~refinancing~~amount of ~~the~~cash ~~mortgage~~remaining ~~encumbering~~after fully ~~Landmark~~liquidating ~~Apartments~~the Partnership.

~~Future~~In ~~cash~~addition ~~distributions will~~to ~~depend~~its onindirect ownership of the ~~levels~~general ofpartner ~~net~~interest ~~cash~~in ~~generated~~the ~~from~~Partnership, ~~operations~~AIMCO and its affiliates owned 71,418 Units in the ~~timing~~Partnership representing 71.57% of the ~~debt~~outstanding ~~maturities~~Units at December 31, ~~refinancings~~2009. ~~and/~~A number of these Units were acquired pursuant to tender offers made by AIMCO or ~~property~~its ~~sales~~affiliates. ~~The~~Pursuant to the Partnership's ~~cash~~Agreement, unitholders holding a majority of the Units are entitled ~~available~~to ~~for~~take ~~distribution~~action iswith ~~reviewed~~respect onto a ~~monthly~~variety ~~basis.~~of ~~There~~matters ~~can~~that beinclude, nobut are not ~~assurance,~~limited ~~however~~to, ~~that~~voting on certain amendments to the Partnership ~~will~~Agreement ~~generate~~and ~~sufficient~~voting to ~~funds~~remove ~~from~~the Managing General Partner. As a result of its ownership of 71.57% ~~operations~~of ~~after~~the ~~required~~outstanding ~~capital~~Units, ~~expenditures~~AIMCO and its affiliates are in a position to ~~permit~~control all ~~any~~voting ~~distributions~~decisions with respect to the Partnership. Although the Managing ~~its~~General Partner owes fiduciary duties to the limited partners inof ~~2009~~the Partnership, orthe ~~subsequent~~Managing ~~periods.~~General ~~See~~Partner ~~"Item~~also 2owes fiduciary duties to AIMCO as its sole stockholder. ~~Properties~~As -a ~~Capital~~result, the duties of the Managing General Partner, ~~Improvements"~~as ~~for~~managing ~~information~~general ~~relating~~partner, to ~~anticipated~~the ~~capital~~Partnership ~~expenditures~~and atits limited partners may come into conflict with the ~~properties~~duties of the Managing General Partner to AIMCO as its sole stockholder.

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 71,418 Units in the Partnership representing 71.56% of the outstanding Units at December 31, 2008. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 71.56% of the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

This item should be read in conjunction with the financial statements and other items contained elsewhere in this report.

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

Results of Operations

~~The~~As ~~Partnership’s~~of ~~net loss for the year ended~~ December 31, ~~2008 was approximately $228~~2009,~~000,~~ ~~compared~~the ~~to net~~Partnership ~~income~~adopted ~~of approximately $46,000 for~~ the ~~year~~liquidation ~~ended~~basis ~~December~~of ~~31,~~accounting ~~2007. The increase in net loss is~~ due to anthe ~~increase~~sale inof ~~total~~both ~~expenses and a decrease in~~its ~~casualty~~remaining ~~gain~~investment properties, ~~partially~~Landmark ~~offset~~Apartments byduring anOctober ~~increase~~2009 ~~in total revenues. Total expenses~~and ~~increased~~Deer ~~for~~Creek ~~the~~Apartments ~~year~~during ~~ended~~ December ~~31,~~2009. ~~2008~~Prior ~~due~~ to ~~increases~~adopting inthe ~~depreciation~~liquidation ~~and~~basis ~~interest~~of ~~expenses~~accounting, ~~partially~~the ~~offset~~Partnership’s bynet aincome ~~decrease~~was inapproximately ~~property taxes.~~ $28,113,000 ~~Operating and general and administrative expenses remained relatively constant~~ for the ~~comparable~~year ~~periods.~~ended ~~Depreciation~~December ~~expense~~31, ~~increased~~2009 ~~due~~compared to ~~property improvements~~a ~~and~~net ~~replacements~~loss ~~placed~~of ~~into service at the Partnership’s~~approximately ~~investment~~$228,000 ~~properties.~~for ~~Interest expense increased as a result of~~ the ~~additional financing~~year ~~obtained~~ended onDecember ~~Deer~~31, ~~Creek~~2008. ~~Apartments~~The increase in ~~August~~net ~~2007. Property~~income ~~taxes decreased~~is due to ~~decreases in~~ the ~~rates~~gain atfrom ~~both~~sale of ~~the~~discontinued ~~Partnership’s~~operations ~~investments properties~~in 2009, partially offset by an increase in ~~the~~loss ~~assessed~~from ~~value~~discontinued ~~of Landmark Apartments~~operations. Operating expenses remained relatively constant as increases in utilities and salaries and related benefits at Landmark Apartments were offset by a decrease in insurance premiums at Landmark Apartments.

~~Included~~On inOctober ~~general~~30, ~~and administrative~~2009, ~~expenses~~the ~~are~~Partnership ~~management~~sold Landmark ~~reimbursements~~Apartments to ~~the~~a ~~Managing~~third ~~General~~party for a gross sales price of ~~Partner~~$11,800,000. The asnet ~~allowed~~proceeds ~~under~~realized by the Partnership ~~Agreement~~were approximately $2,816,000 aafter ~~New~~payment ~~Jersey~~of ~~partnership~~closing ~~tax~~costs of approximately ~~expense~~$203,000 ~~costs~~and ~~associated~~the ~~with~~assumption of the ~~quarterly~~mortgage ~~and~~encumbering ~~annual~~the ~~communications~~property of approximately $8,781,000 by the buyer. In addition, the lender held repair escrow of approximately $659,000 was transferred to the buyer in connection with ~~investors~~the ~~and~~mortgage ~~regulatory~~assumption. ~~agencies~~The Partnership used approximately $1,783,000 ~~and~~of the net ~~annual~~proceeds ~~audit~~to ~~required~~repay byamounts due to affiliates of the Managing General Partner. The Partnership ~~Agreement~~recognized a gain of approximately $7,625,000 as a result of the sale during the year ended December 31, 2009. In addition the Partnership recognized a loss on extinguishment of debt of approximately $106,000 as a result of the write off of unamortized loan costs during the year ended December 31, 2009.

~~Total~~On ~~revenues~~December ~~increased~~18, 2009, the Partnership sold its last remaining investment property, Deer Creek Apartments, to a third party for a gross sales price of approximately $26,909,000. The net proceeds realized by the ~~year~~Partnership ~~ended~~were ~~December~~approximately 31$3,081,000 ~~2008~~after ~~primarily~~payment ~~due~~of toclosing ancosts of ~~increase~~approximately in$882,000 ~~rental~~and the assumption of the mortgages encumbering the ~~income~~property of approximately $22,946,000 by the buyer. ~~Rental~~ ~~income~~The ~~increased~~Partnership ~~due~~recognized toa gain ~~increases~~of inapproximately $22,140,000 as a result of the ~~average~~sale ~~rental~~during the year ended ~~rates~~December at31, ~~both~~2009. In ofaddition the Partnership’s ~~investment~~recognized ~~properties~~a ~~and~~loss on extinguishment of debt of approximately $513,000 as a ~~decrease~~result inof ~~bad~~the write off of ~~debt~~unamortized ~~expense~~loan atcosts ~~Deer~~and ~~Creek~~the ~~Apartments~~payment of a loan assumption fee during the year ended December 31, 2009.

InExcluding ~~June~~the ~~2007,~~impact ~~Deer~~of ~~Creek~~the ~~Apartments~~gain ~~incurred~~from ~~damages~~sale of ~~approximately~~discontinued ~~$215,000~~operations ~~from~~in a2009, ~~fire~~the ~~that~~Partnership’s ~~damaged~~loss from ~~four~~discontinued ~~apartment~~operations ~~units. During~~for the year ended December 31, ~~2007,~~2009 ~~the~~was approximately ~~Partnership~~$1,652,000 ~~recognized~~compared to a ~~casualty~~loss ~~gain~~from discontinued operations of approximately $~~164~~228,000 asfor athe ~~result~~year ~~of the~~ended ~~receipt~~December of31, ~~insurance~~2008. ~~proceeds~~Excluding ofthe ~~approximately~~loss ~~$164,000. The~~on ~~Partnership~~extinguishment ~~recognized~~of andebt, ~~additional~~the ~~gain~~increase ofin ~~approximately~~loss ~~$33,000~~from ~~during~~discontinued ~~the year~~operations ~~ended~~is ~~December~~due to ~~31,~~a ~~2008~~decrease asin atotal ~~result~~revenues ofand the ~~receipt~~recognition of ~~additional~~a ~~insurance proceeds~~casualty ofgain ~~approximately~~in ~~$33~~2008,~~000. The~~ partially ~~damaged~~offset ~~assets~~by ~~were~~a ~~fully depreciated~~decrease in total expenses.

Total revenues decreased due to a decrease in rental income. Other income remained relatively constant. Rental income decreased due to decreases in occupancy and rental rates at Deer Creek Apartments as a result of job losses in the local area, the sale of Landmark Apartments on October 30, 2009 and the sale of Deer Creek Apartments on December 18, 2009.

Total expenses decreased due to decreases in operating, general and administrative and interest expenses, partially offset by increases in depreciation and property tax expenses. Operating expenses decreased primarily due to decreases in management fee expense at both properties due to a decrease in revenues upon which the fee is based and contract services and salaries and related benefits primarily at Landmark Apartments as a result of its sale. Interest expense decreased due to a decrease in the interest rate on the mortgage encumbering Landmark Apartments as a result of the refinancing in March 2009, the sale of Landmark Apartments in October 2009 and scheduled principal payments made on the mortgages encumbering Deer Creek Apartments, which reduced the carrying balance of the loans, partially offset by an increase in interest expense on advances from AIMCO Properties, L.P., an affiliate of the Managing General Partner. Depreciation expense increased due to property improvements and replacements placed into service at both investment properties, partially offset by a decrease at Landmark Apartments due to the sale of the property. Property tax expense increased due to an increase in the assessed value at Deer Creek Apartments.

General and administrative expense decreased due to a decrease in management reimbursements to the Managing General Partner as allowed under the Partnership Agreement. Also included in general and administrative expenses for the years ended December 31, 2009 and 2008 are a New Jersey partnership tax, costs associated with the quarterly and annual communications with investors and regulatory agencies, and the annual audit required by the Partnership Agreement.

In June 2007, Deer Creek Apartments incurred damages of approximately $215,000 from a fire that damaged four apartment units. During 2007, the Partnership recognized a casualty gain of approximately $164,000 as a result of the receipt of insurance proceeds of approximately $164,000. The Partnership recognized an additional gain of approximately $33,000 during the year ended December 31, 2008 as a result of the receipt of additional insurance proceeds of approximately $33,000. The damaged assets were fully depreciated.

Liquidity and Capital Resources

AtThe ~~December 31, 2008, the~~ Partnership ~~had~~expects ~~cash and cash equivalents of approximately $84,000, compared~~ to ~~approximately~~liquidate ~~$527,000~~during at2010 ~~December 31, 2007. The decrease in cash and cash equivalents of approximately $443,000 is~~ due to ~~approximately~~the ~~$2,076,000~~sale of ~~cash~~its ~~used~~remaining intwo ~~investing~~investment properties ~~activities,~~(see ~~partially~~“Note ~~offset~~A by– ~~approximately~~Basis ~~$1,025,000 and $608,000~~ of ~~cash provided~~Presentation” byto ~~operating~~the ~~and~~financial ~~financing~~statements ~~activities,~~included ~~respectively. Cash used~~ in ~~investing~~“Item ~~activities~~8. ~~consisted~~Financial ofStatements ~~property improvements~~ and ~~replacements, partially~~Supplementary ~~offset by insurance proceeds received~~Data”). Cash provided by financing activities consisted of advances from affiliates, partially offset by payments of principal made on the mortgages encumbering Deer Creek Apartments. The Partnership invests its working capital reserves in interest bearing accounts.

~~The~~At ~~sufficiency~~December of31, ~~existing~~2009, the ~~liquid~~Partnership ~~assets~~had tocash ~~meet future liquidity~~ and ~~capital~~cash ~~expenditure~~equivalents ~~requirements~~of ~~is directly~~approximately ~~related~~$1,285,000 compared to ~~the~~approximately ~~level~~$84,000 ofat ~~capital~~December ~~expenditures~~31, ~~required~~2008. atCash ~~the~~and ~~various~~cash equivalents ~~properties~~increased toapproximately ~~adequately~~$1,201,000 due ~~maintain~~to ~~the~~approximately ~~physical~~$4,561,000 ~~assets~~ and $80,000 ~~other~~of ~~operating~~cash ~~needs of~~provided ~~the~~by ~~Partnership~~investing and tooperating ~~comply with Federal~~activities, ~~state~~respectively, ~~and local legal and~~ ~~regulatory~~partially ~~requirements.~~offset ~~The~~by ~~Managing~~approximately ~~General~~$3,440,000 ~~Partner~~of ~~monitors~~cash ~~developments~~used in financing ~~the~~activities. ~~area~~Cash ofprovided ~~legal~~by ~~and~~investing ~~regulatory~~activities ~~compliance.~~consisted ~~The~~of ~~Partnership~~net ~~regularly~~proceeds ~~evaluates~~from the ~~capital~~sales ~~improvement needs~~ of ~~the~~Landmark ~~properties.~~Apartments ~~While~~and ~~the~~Deer ~~Partnership~~Creek ~~has~~Apartments, ~~no material~~partially ~~commitments~~offset ~~for~~ by property improvements and replacements, ~~certain~~and ~~routine capital~~net ~~expenditures~~deposits ~~are~~to ~~anticipated~~restricted ~~during 2009~~escrows. ~~Such capital expenditures will~~ ~~depend~~Cash onused ~~the~~in ~~physical~~financing ~~condition~~activities consisted of ~~the~~loan ~~properties~~costs aspaid, ~~well~~repayment ~~as replacement~~of ~~reserves~~mortgage ~~and~~notes ~~anticipated~~payable, ~~cash~~repayment ~~flow~~of ~~generated~~advances byfrom ~~the~~affiliate, ~~properties.~~prepayment ~~Capital~~penalty ~~expenditures~~and ~~will~~loan beassumption ~~incurred~~fee ~~only~~paid, ifpayments ~~cash~~on ismortgage ~~available~~notes ~~from operations~~payable, and ~~Partnership~~distributions ~~reserves~~to orpartners, partially offset by advances from affiliates., proceeds Tofrom ~~the~~mortgage ~~extent~~note ~~that~~payable ~~capital improvements~~and ~~are completed,~~ the ~~Partnership's~~return ~~distributable~~of ~~cash~~a ~~flow,~~distribution iffee ~~any,~~paid to ~~may~~the beManaging ~~adversely~~General ~~affected~~Partner ~~at least~~ in ~~the short term~~prior years.

~~The~~As ~~Partnership’s~~a ~~assets~~result ~~are thought~~of the decision to beliquidate ~~generally~~the ~~sufficient~~Partnership, ~~for~~the ~~any~~Partnership ~~near-term~~changed ~~needs~~its ~~(exclusive~~basis of ~~capital~~accounting ~~improvements)~~for ofits ~~the~~financial ~~Partnership.~~statements Onat ~~August~~December 31, ~~2007,~~2009 ~~the~~to ~~Partnership obtained an additional mortgage loan in~~ the ~~principal~~liquidation ~~amount~~basis of ~~$7,750,000 on Deer Creek~~ ~~Apartments~~accounting. ~~The~~Consequently, ~~additional~~assets ~~mortgage~~have ~~bears~~been ~~interest~~valued at aestimated ~~fixed~~net ~~rate of 5.83% per~~realizable ~~annum~~value and ~~requires~~liabilities ~~monthly~~are ~~payments~~presented ofat ~~principal~~their ~~and~~estimated ~~interest~~settlement ~~of approximately $46~~amounts,~~000~~ including ~~beginning~~estimated oncosts ~~October~~associated 1,with ~~2007,~~carrying ~~through~~out the ~~September~~liquidation ~~1, 2015 maturity date, with a balloon payment~~ of ~~approximately $6,791,000 due at maturity.~~ the IfPartnership. noThe ~~event~~valuation of ~~default~~assets ~~exists~~and atliabilities ~~maturity,~~necessarily ~~the~~requires ~~maturity date will automatically~~many beestimates ~~extended~~and ~~for~~assumptions ~~one~~and ~~additional~~there ~~year,~~are tosubstantial ~~September~~uncertainties 1,in ~~2016, during which period~~carrying ~~the~~out ~~additional mortgage would bear interest at~~ the ~~one-month~~liquidation. ~~LIBOR~~The ~~rate~~actual ~~plus~~realization ~~250 basis~~of ~~points~~assets and ~~would~~settlement ~~require monthly payments~~ of ~~principal and interest.~~ Asliabilities acould ~~condition~~be ofhigher ~~the~~or ~~loan,~~lower ~~the~~than ~~lender~~amounts ~~required~~indicated ~~AIMCO~~and ~~Properties,~~is ~~L.P.,~~based anupon ~~affiliate~~estimates of the Managing General Partner, toas ~~guarantee the obligations and liabilities~~ of the ~~Partnership~~date ~~with respect to the new mortgage financing. In connection with obtaining the additional mortgage, loan costs~~ of ~~approximately $95,000 were capitalized and are included in other assets on~~ the ~~balance sheet~~financial ~~included in “Item 8~~statements. ~~Financial Statements and Supplementary Data”.~~

~~The mortgage indebtedness~~In ~~encumbering~~accordance ~~Deer~~with ~~Creek~~the ~~Apartments~~liquidation basis of ~~approximately $23~~accounting,~~235,000~~ ~~requires~~at ~~monthly payments~~December ~~of principal and interest until the loans mature on September 1~~31, ~~2015~~2009, ~~with~~assets ~~balloon~~were ~~payments~~adjusted ~~totaling~~to ~~approximately~~their ~~$20,900,000~~estimated ~~due~~net atrealizable ~~maturity. The~~value ~~mortgage~~and ~~indebtedness encumbering Landmark Apartments of approximately~~liabilities ~~$8,535,000~~were ~~requires~~adjusted ~~payments~~to oftheir ~~interest~~estimated ~~only~~settlement ~~with a balloon payment of $8,535,000 due at maturity in December 2009~~amount. The ~~Managing~~net ~~General~~adjustment ~~Partner~~required ~~will attempt~~ to ~~refinance~~convert ~~such indebtedness and/or sell the properties prior~~ to ~~the~~ ~~maturity dates. If~~ the ~~properties~~liquidation ~~cannot~~basis beof ~~refinanced~~accounting orwas ~~sold for~~ a ~~sufficient~~ ~~amount,~~decrease ~~the~~in ~~Partnership~~net ~~will risk losing such properties through~~assets ~~foreclosure.~~of ~~See~~approximately ~~“Note~~$180,000, Hwhich –is ~~Subsequent Event”~~ included in ~~“Item~~the 8.Statement ~~Financial~~of Changes in ~~Statements~~Partners’ ~~and~~(Deficiency) ~~Supplementary~~Capital/Net ~~Data”~~Assets ~~regarding~~in ~~the~~Liquidation. ~~refinancing~~The ofnet ~~the~~adjustment ~~loan~~is ~~subsequent~~summarized toas ~~December 31, 2008.~~follows:

The Partnership distributed the following amounts during the years ended December 31, 2008 and 2007 (in thousands, except per unit data):

	Decrease in
	Net Assets
	(in thousands)

Adjustment of other assets and liabilities, net	$ (180)

	Year Ended	Per Limited	Year Ended	Per Limited
	December 31,	Partnership	December 31,	Partnership
	2008	Unit	2007	Unit
Financing	$ --	$ --	$7,785	$77.22

The Partnership distributed the following amounts during the years ended December 31, 2009 and 2008 (in thousands, except per unit data):

From proceeds from the September 2005 and August 2007 second and third mortgages obtained on Deer Creek Apartments and the November 2006 refinancing of the mortgage encumbering Landmark Apartments.

	Year Ended	Per Limited	Year Ended	Per Limited
	December 31,	Partnership	December 31,	Partnership
	2009	Unit	2008	Unit
Sale(1)	$ 2,871	$ 28.48	$ --	$ --

~~Future cash distributions~~(1) Proceeds ~~will~~from ~~depend on~~ the ~~levels~~October of2009 ~~net~~sale ~~cash generated from operations, the timing~~ of ~~debt~~ ~~maturities,~~Landmark ~~refinancings~~Apartments 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~~December ~~will~~2009 ~~generate~~sale ~~sufficient funds from~~of ~~operations~~Deer ~~after~~Creek ~~required capital expenditures to permit any distributions to its partners in 2009 or subsequent periods~~Apartments.

The Partnership’s cash available for distribution will be reviewed on a quarterly basis. Future cash distributions will depend on the amount of cash remaining after fully liquidating the Partnership.

Other

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 71,418 Units in the Partnership representing 71.5657% of the outstanding Units at December 31, ~~2008~~2009. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 71.5657% of ~~the~~ the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership’s significant accounting policies is included in "Note AB – Organization and Summary of Significant Accounting Policies" which is included in the financial statements in "Item 8. Financial Statements and Supplementary Data". The Managing General Partner believes that the consistent application of these policies enables the Partnership to provide readers of the financial statements with useful and reliable information about ~~the~~ the Partnership’s operating results and financial condition. The ~~preparation~~ preparation of financial statements in conformity with accounting principles ~~generally~~ generally accepted in the United States requires the Partnership to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Judgments and assessments of uncertainties are required in applying the Partnership’s accounting policies in many areas. 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~~were recorded at cost, less accumulated depreciation, unless the carrying amount of the asset iswas not recoverable. If events or circumstances ~~indicate~~indicated that the carrying amount of a property ~~may~~would not be recoverable, the Partnership ~~will~~made ~~make~~ an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount ~~exceeds~~exceeded the ~~aggregate~~estimated aggregate undiscounted future cash flows, the Partnership would recognize an ~~impairment~~ impairment loss to the extent the carrying amount ~~exceeds~~exceeded the estimated fair value of the property.

Real property investment is subject to varying degrees of risk. Several factors may ~~adversely~~have ~~affect~~adversely affected the economic performance and value of the Partnership’s investment properties. These factors ~~include~~included, but ~~are~~were not limited to, general ~~economic~~ economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might have adversely ~~affect~~affected apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not behave been offset by increased rents; ~~and~~ changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing; and changes in interest rates and the availability of financing. Any adverse changes in these and other factors could ~~cause~~have caused an impairment of the Partnership’s assets.

Revenue Recognition

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

Item 8. Financial Statements and Supplementary Data.

ANGELES INCOME PROPERTIES, LTD. II

LIST OF FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

~~Balance~~Statement ~~Sheets~~of Net Assets in Liquidation - December 31, ~~2008 and 2007~~2009

~~Statements~~Balance ofSheet ~~Operations~~ - ~~Years~~ ~~ended~~ December 31, 2008 ~~and 2007~~

Statements of ~~Changes in~~Discontinued ~~Partners'~~Operations ~~Deficit~~ - Years ended December 31, ~~2008~~2009 and ~~2007~~2008

Statements of ~~Cash~~Changes ~~Flows~~in Partners' (Deficiency) Capital/Net Assets in Liquidation - Years ended December 31, ~~2008~~2009 and ~~2007~~2008

Statements of Cash Flows - Years ended December 31, 2009 and 2008

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

The Partners

Angeles Income Properties, Ltd. II

We have audited the ~~accompanying~~statement ~~balance~~of ~~sheets~~net assets in liquidation of Angeles Income Properties, Ltd. II as of December 31, ~~2008~~2009, ~~and~~the ~~2007~~balance sheet as of December 31, 2008, and the related statements of discontinued operations, changes in partners'’ ~~deficit~~(deficiency) capital/net assets in liquidation, and cash flows for each of the two years in the period ended December 31, ~~2008~~2009. These financial statements are the responsibility of the Partnership'’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those ~~standards~~standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

InAs ~~our~~discussed ~~opinion,~~in ~~the financial~~Note ~~statements~~A ~~referred~~ to the ~~above~~financial ~~present fairly~~statements, ~~in all material respects,~~ the ~~financial~~Managing ~~position~~General Partner of Angeles Income Properties, Ltd. II atdecided to liquidate the Partnership effective December 31, ~~2008~~2009. ~~and~~As ~~2007~~a result, ~~and~~ the ~~results~~Partnership ofchanged its ~~operations~~basis ~~and~~of ~~its~~accounting ~~cash~~as ~~flows for each~~ of ~~the two years in the period ended~~ December 31, ~~2008,~~2009 into ~~conformity~~a ~~with~~liquidation Ubasis.~~S. generally accepted accounting principles.~~

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets in liquidation of Angeles Income Properties, Ltd. II as of December 31, 2009, the financial position at December 31, 2008, and the results of its discontinued operations and its cash flows for each of the two years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles applied on the bases described in the preceding paragraph.

/s/ERNST & YOUNG LLP

Greenville, South Carolina

March 1930, ~~2009~~2010

ANGELES INCOME PROPERTIES, LTD. II

~~BALANCE~~STATEMENT ~~SHEETS~~OF NET ASSETS IN LIQUIDATION

(in thousands)

December 31, 2009

Assets
Cash and cash equivalents	$ 1,285
Receivables and deposits	58
	1,343

Liabilities
Accounts payable	176
Other liabilities	71
Distribution payable (Note I)	659
Estimated costs to liquidate (Note C)	180
	1,086

Net assets in liquidation	$ 257

See Accompanying Notes to Financial Statements

ANGELES INCOME PROPERTIES, LTD. II

BALANCE SHEET

(in thousands, except unit data)

	December 31,
	2008	2007
Assets
Cash and cash equivalents	$ 84	$ 527
Receivables and deposits	256	225
Restricted escrow	477	477
Other assets	453	556
Investment properties (Notes B and E):
Land	1,691	1,691
Buildings and related personal property	32,347	30,195
	34,038	31,886
Less accumulated depreciation	(26,644)	(25,510)
	7,394	6,376
	$ 8,664	$ 8,161
Liabilities and Partners' Deficit
Liabilities
Accounts payable	$ 257	$ 204
Tenant security deposit liabilities	189	192
Due to affiliates (Note D)	980	--
Other liabilities	359	390
Mortgage notes payable (Note B)	31,770	32,038
	33,555	32,824
Partners' Deficit
General partners	(687)	(685)
Limited partners (99,804 units issued and
outstanding)	(24,204)	(23,978)
	(24,891)	(24,663)
	$ 8,664	$ 8,161

December 31, 2008



Assets Held for Sale:
Cash and cash equivalents	$ 84
Receivables and deposits	256
Restricted escrow	477
Other assets	453
Investment properties (Note H):
Land	1,691
Buildings and related personal property	32,347
	34,038
Less accumulated depreciation	(26,644)
	7,394
	$ 8,664


Liabilities and Partners' Deficit
Liabilities related to Assets Held for Sale:
Accounts payable	$ 257
Tenant security deposit liabilities	189
Due to affiliates (Note E)	980
Other liabilities	359
Mortgage notes payable (Note G)	31,770
	33,555

Partners' Deficit
General partners	(687)
Limited partners (99,804 units issued and
outstanding)	(24,204)
	(24,891)
	$ 8,664

See Accompanying Notes to Financial Statements

ANGELES INCOME PROPERTIES, LTD. II

STATEMENTS OF DISCONTINUED OPERATIONS

(in thousands, except per unit data)

	Years Ended
	December 31,
	2008	2007
	2009	2008
Loss from continuing operations	$ --	$ --
Income (loss) from discontinued operations:
Revenues:
Rental income	$ 5,~~857~~049	$ 5,~~554~~857
Other income	~~541~~516	~~550~~541
Total revenues	65,~~398~~565	6,~~104~~398
Expenses:
Operating	2,~~522~~477	2,~~523~~522
General and administrative	~~290~~257	~~299~~290
Depreciation	1,~~140~~209	~~963~~1,140
Interest	21,~~173~~958	12,~~872~~173
Property taxes	~~534~~616	~~565~~534
Total expenses	6,659	6,222
Loss on early extinguishment of debt (Notes G and H)	700	--
Casualty gain (Note F)	33	164
Total expenses	7,217	6,659
Net (loss) income (Note C)	$ (228)	$ 46
Casualty gain (Note F)	--	33
Net (loss) income allocated to general partners (1%)	$ (2)	$ --
Loss from discontinued operations before gain from sale	(1,652)	(228)
Net (loss) income allocated to limited partners (99%)	(226)	46
Gain from sale of discontinued operations (Note H)	29,765	--
	$ (228)	$ 46
Net income (loss) (Note D)	$28,113	$ (228)
Net (loss) income per limited partnership unit	$ (2.26)	$ 0.46
Net income (loss) allocated to general partners	$ 619	$ (2)
Distributions per limited partnership unit	$ --	$ 77.22
Net income (loss) allocated to limited partners	27,494	(226)
	$28,113	$ (228)
Per limited partnership unit:
Loss from discontinued operations	$ (9.45)	$ (2.26)
Gain from sale of discontinued operations	284.97	--
Net income (loss)	$275.52	$ (2.26)
Distributions per limited partnership unit	$ 28.48	$ --

See Accompanying Notes to Financial Statements

ANGELES INCOME PROPERTIES, LTD. II

STATEMENTS OF CHANGES IN PARTNERS' ~~DEFICIT~~(DEFICIENCY) CAPITAL/NET ASSETS IN LIQUIDATION

(in thousands, except unit data)

	Limited
	Partnership	General	Limited
	Units	Partners	Partners	Total
Original capital contributions	100,000	$ 1	$ 50,000	$ 50,001
Partners' deficit at
December 31, 2006	99,804	$ (607)	$(16,317)	$(16,924)
December 31, 2007	99,804	$ (685)	$(23,978)	$(24,663)
Distributions to partners	--	(78)	(7,707)	(7,785)
Net income for the year ended
December 31, 2007	--	--	46	46
Partners' deficit at
December 31, 2007	99,804	(685)	(23,978)	(24,663)
Net loss for the year ended
December 31, 2008	--	(2)	(226)	(228)
Partners' deficit at
December 31, 2008	99,804	$ (687)	$(24,204)	$(24,891)
Abandonment of limited partnership
units (Note B)	(14)	--	--	--
Distribution to partners	--	(29)	(2,842)	(2,871)
Return of distribution (Note E)	--	86	--	86
Net income for the year ended
December 31, 2009	--	619	27,494	28,113
Partners' (deficiency) capital at
December 31, 2009	99,790	$ (11)	$ 448	437
Adjustment to liquidation basis
(Notes A and C)				(180)
Net assets in liquidation at
December 31, 2009				$ 257

See Accompanying Notes to Financial Statements

ANGELES INCOME PROPERTIES, LTD. II

STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended
	December 31,
	2008	2007
	2009	2008
Cash flows from operating activities:
Net (loss) income	$ (228)	$ 46
Net income (loss)	$ 28,113	$ (228)
Adjustments to reconcile net (loss) income to net cash
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation	1,~~140~~209	~~963~~1,140
Amortization of loan costs	9163	8391
Casualty gain	~~(33)~~--	(~~164~~33)
Gain from sale of discontinued operations	(29,765)	--
Loss on early extinguishment of debt	700	--
Change in accounts:
Receivables and deposits	~~(31)~~198	2(31)
Other assets	1285	~~(4)~~12
Accounts payable	458	494
Tenant security deposit liabilities	(3189)	34(3)
Other liabilities	(31288)	89(31)
Due to affiliates	(104)	--104
Net cash provided by operating activities	~~1,025~~80	1,~~098~~025
Cash flows from investing activities:
Property improvements and replacements	(21,~~109~~154)	(12,~~127~~109)
Insurance proceeds received	33	164
Net deposits to restricted escrows	(182)	--
Net cash used in investing activities	(2,076)	(963)
Net proceeds from sale of discontinued operations	5,897	--
Insurance proceeds received	--	33
Net cash provided by (used in) investing
activities	4,561	(2,076)
Cash flows from financing activities:
Payments on mortgage notes payable	(~~268~~358)	(~~183~~268)
Proceeds from mortgage note payable	--	7,750
Repayment of mortgage notes payable	(8,535)	--
Advances from affiliates	876	--
Proceeds from mortgage note payable	8,850	--
Loan costs paid	--	(106)
Prepayment penalty paid	(50)	--
Distributions to partners	--	(7,785)
Advances from affiliates	682	876
Net cash provided by (used in) financing activities	608	(324)
Repayment of advances from affiliates	(1,558)	--
Net decrease in cash and cash equivalents	(443)	(189)
Loan costs paid	(114)	--
Cash and cash equivalents at beginning of year	527	716
Loan assumption fee paid	(231)	--
Cash and cash equivalents at end of year	$ 84	$ 527
Distribution fee returned	86	--
Distributions to partners	(2,212)	--
Net cash (used in) provided by financing
activities	(3,440)	608
Net increase (decrease) in cash and cash equivalents	1,201	(443)
Cash and cash equivalents at beginning of year	84	527
Cash and cash equivalents at end of year	$ 1,285	$ 84
Supplemental disclosure of cash flow information:
Cash paid for interest	$ 2,073	$ 1,749
Cash paid for interest, net of capitalized interest	$ 2,081	$ 2,073
Supplemental disclosure of non-cash activity:
Property improvements and replacements included in accounts
Property improvements and replacements included in
payable	$ 136	$ 87
accounts payable	$ --	$ 136
Assumption of mortgage notes payable by buyer	$ 31,727	$ --
Lender escrows assumed by buyer	$ 659	$ --
Distributions payable to limited partners	$ 659	$ --

At December 31, 2006, approximately $24,000 of property improvements and replacements were included in accounts payable and are included in property improvements and replacements for the year ended December 31, 2007.

See Accompanying Notes to Financial Statements

ANGELES INCOME PROPERTIES, LTD. II

Notes to Financial Statements

December 31, ~~2008~~2009

Note A -– ~~Organization~~Basis ~~and Summary~~ of ~~Significant Accounting Policies~~ Presentation

~~Organization:~~As of December 31, 2009, Angeles Income Properties, Ltd. II (the "“Partnership"” or "“Registrant"”) ~~is a California limited partnership~~adopted ~~organized~~the onliquidation ~~October~~basis ~~12, 1982 to acquire and operate residential and commercial real estate properties. The Partnership's managing general partner responsible for management~~ of ~~the~~accounting ~~Partnership's~~due ~~business~~to ~~is Angeles Realty Corporation II ("ARC II" or~~ the ~~“Managing~~sale ~~General~~of ~~Partner”).~~both ~~ARC~~of IIits ~~is wholly-owned by~~remaining ~~Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate~~ investment ~~trust.~~properties ~~The non-managing general partner is AIMCO Properties, L.P.~~ (~~an affiliate of AIMCO). The Managing General Partner and the non-managing general partner are herein collectively referred to~~ as ~~the~~discussed ~~"General Partners". The~~in ~~Partnership~~“Note ~~Agreement~~H ~~provides~~– ~~that~~Disposition ~~the Partnership is to terminate on December 31, 2037 unless terminated prior to such date. As~~ of ~~December~~ ~~31, 2008, the Partnership operated two residential properties located~~Investment inProperties ~~New Jersey and North Carolina~~“).

~~Allocations~~As ~~and Distributions~~a toresult ~~Partners:~~of Inthe ~~accordance~~decision to ~~with~~liquidate the ~~Partnership~~ ~~Agreement~~Partnership, ~~any~~the ~~gain~~Partnership ~~from~~changed ~~the~~its ~~sale~~basis orof ~~other~~accounting for ~~disposition~~its financial statements at December 31, 2009 to the liquidation basis of ~~Partnership~~accounting. Consequently, assets ~~will~~have bebeen ~~allocated~~valued ~~first~~at toestimated ~~the~~net realizable ~~Managing~~value ~~General~~and ~~Partner~~liabilities toare presented at their estimated settlement ~~the~~amounts, ~~extent~~including estimated costs associated with carrying out the liquidation of the ~~amount~~Partnership. The valuation of ~~any~~assets ~~brokerage~~and ~~compensation~~liabilities necessarily requires many estimates and ~~incentive~~assumptions ~~interest~~and tothere are substantial uncertainties in ~~which~~carrying out the ~~Managing~~liquidation. ~~General~~The ~~Partner~~actual isrealization ~~entitled. Any~~of ~~gain~~assets ~~remaining~~and ~~after~~settlement of ~~said~~liabilities ~~allocation~~could ~~will~~ be ~~allocated~~higher toor ~~the~~lower ~~General~~than ~~Partners~~amounts indicated and ~~limited~~is ~~partners~~based upon inthe ~~proportion~~Managing toGeneral ~~their~~Partner’s ~~interests~~estimates inas of the ~~Partnership~~date of the financial statements.

~~The~~Angeles ~~Partnership~~Realty Corporation II ("ARC II" or the “Managing General Partner”) estimates that the liquidation process will be completed by September 30, 2010. Because the success in ~~allocate~~realization ~~other~~of ~~profits~~assets and ~~losses~~the 1%settlement toof liabilities is based on the Managing General ~~Partners~~Partner’s ~~and~~best ~~99%~~estimates, to the liquidation period may be shorter than ~~limited~~projected ~~partners~~or it may be extended beyond the projected period.

~~Except~~The asaccompanying ~~discussed~~statements of ~~below~~discontinued operations for the years ended December 31, 2009 and 2008 reflect the ~~Partnership~~operations ~~will~~of ~~allocate~~Landmark ~~distributions~~Apartments 1%and toDeer Creek Apartments as income (loss) from discontinued operations and the ~~General~~balance ~~Partners~~sheet as of December 31, 2008 reflects the assets and ~~99%~~liabilities of Landmark Apartments and Deer toCreek Apartments as held for sale as a result of the ~~limited~~sale ~~partners~~of the properties on October 30, 2009 and December 18, 2009, respectively, (as discussed in “Note H”).

~~Upon~~Note ~~the~~B sale or other disposition, or refinancing, of any asset of the Partnership, the distributable net proceeds shall be distributed as follows: First, to the partners in proportion to their interests until the limited partners have received proceeds equal to their original capital investment applicable to the property. Second, to the partners until the limited partners have received distributions from all sources equal to their 6% cumulative distribution; Third, to the Managing General Partner until it has received its brokerage compensation; Fourth, to the partners in proportion to their interests until the limited partners have received distributions from all sources equal to their additional 2% cumulative distribution; and thereafter, 85% to the limited partners and non-~~managing~~ ~~general~~Organization ~~partners in proportion to their interests~~ and ~~15%~~Summary ~~("Incentive~~of ~~Interest") to~~Significant ~~the Managing General Partner.~~Accounting Policies

~~Depreciation~~Organization: ~~Depreciation~~Angeles isIncome ~~provided~~Properties, byLtd. ~~the~~II ~~straight-line~~is ~~method~~a ~~over~~California ~~the~~limited ~~estimated~~partnership ~~lives~~organized ofon ~~the~~October ~~apartment~~12, ~~properties~~1982 to acquire and ~~related~~operate ~~personal~~residential ~~property~~and commercial real estate properties. ~~For~~The Partnership's ~~Federal~~managing ~~income~~general ~~tax~~partner ~~purposes,~~responsible ~~the~~for ~~modified~~management of the ~~accelerated~~Partnership's ~~cost~~business ~~recovery~~is ~~method~~Angeles Realty Corporation II. ARC II is ~~used~~wholly-owned by ~~for~~Apartment ~~depreciation~~Investment ofand Management Company (1"AIMCO"), ~~real~~a ~~property~~publicly traded real ~~over~~estate 27investment ~~1/2~~trust. ~~years~~The ~~and~~non-managing general partner is AIMCO Properties, L.P. (2an affiliate of AIMCO). ~~personal~~The ~~property~~Managing ~~additions~~General ~~over~~Partner 5and ~~years~~the non-managing general partner are herein collectively referred to as the "General Partners". The Partnership Agreement provides that the Partnership is to terminate on December 31, 2037 unless terminated prior to such date.

~~Cash and Cash~~Subsequent ~~Equivalents~~Events: ~~Cash and cash equivalents~~The ~~include~~Partnership’s ~~cash~~management onevaluated ~~hand~~subsequent ~~and~~events inthrough ~~banks. At certain times,~~ the ~~amount~~time ~~of cash~~this ~~deposited~~Annual atReport ~~a bank may exceed the limit~~ on ~~insured~~Form ~~deposits.~~10-K ~~Cash~~was balances include less than $1,000 and approximately $427,000 at December 31, 2008 and 2007, respectively, that are maintained by an affiliated management company on behalf of affiliated entities in cash concentration accountsfiled.

~~Tenant Security Deposits~~Reclassifications: ~~The~~ Certain ~~Partnership~~reclassifications ~~requires~~have ~~security deposits from all apartment lessees for the~~been ~~duration~~made ofto the ~~lease~~2008 ~~and~~balances ~~such~~to ~~deposits~~conform ~~are~~to ~~included in receivables and deposits. The security deposits are refunded when~~ the ~~tenant~~2009 ~~vacates the apartment provided the tenant has not damaged the space and is current on rental payments~~presentation.

~~Investment~~Allocations ~~Properties: Investment~~and ~~properties~~Distributions ~~consists~~to ofPartners: ~~two~~In ~~apartment~~accordance ~~complexes~~with ~~and~~the ~~are stated at cost. The~~ Partnership ~~capitalizes costs incurred in connection with~~Agreement, ~~capital~~any ~~expenditure~~gain ~~activities,~~from ~~including~~the ~~redevelopment~~sale ~~and~~or ~~construction projects,~~ other ~~tangible~~disposition ~~property improvements and replacements~~ of ~~existing property~~Partnership ~~components. Costs~~assets ~~including~~will ~~interest,~~be ~~property~~allocated ~~taxes,~~first ~~and operating~~to ~~costs~~the ~~associated~~Managing ~~with~~General ~~redevelopment~~Partner ~~and~~to ~~construction projects are~~the ~~capitalized~~extent ~~during periods in which redevelopment and construction projects are in progress in accordance with Statement~~ of ~~Financial~~the ~~Accounting~~amount ~~Standards (“SFAS”) No. 34, “Capitalization~~ of ~~Interest~~any ~~Costs”~~brokerage compensation and ~~SFAS~~incentive ~~No.~~interest ~~67, “Accounting~~to ~~for~~which ~~Costs and~~ the ~~Initial~~Managing ~~Rental~~General ~~Operations~~Partner ~~of Real Estate Properties.”~~ is ~~Costs~~entitled. Any ~~incurred~~gain inremaining ~~connection~~after ~~with~~said ~~capital~~allocation ~~projects~~will ~~are~~be ~~capitalized~~allocated ~~where the~~to ~~costs~~the ofGeneral ~~the~~Partners ~~project~~and ~~exceed~~limited ~~$250. Included~~partners in ~~these~~proportion ~~capitalized~~to ~~costs~~their ~~are payroll~~interests ~~costs associated with time spent by site employees~~ in ~~connection with~~ the ~~planning~~Partnership, ~~execution~~provided ~~and~~that ~~control~~any ofgain ~~all~~shall ~~capital~~first ~~expenditure~~be ~~activities~~allocated atto the ~~property~~ ~~level. The Partnership did not capitalize interest, property taxes or~~General ~~other~~Partners ~~operating~~and ~~costs~~limited ~~during~~partners ~~the~~with ~~years~~negative ~~ended~~capital ~~December~~account ~~31,~~balances ~~2008 and 2007.~~in ~~Capitalized~~proportion ~~costs~~to ~~are depreciated over~~ the ~~useful~~sum ~~life~~ of ~~the~~such ~~asset. Expenditures~~negative ~~for~~capital ~~ordinary repairs, maintenance and apartment turnover costs are expensed as incurred~~accounts.

InThe ~~accordance~~Partnership ~~with SFAS No. 144, “Accounting~~will ~~for~~allocate ~~the~~other ~~Impairment~~profits orand ~~Disposal of Long-Lived Assets”, the Partnership records impairment~~ losses on1% ~~long-lived~~to ~~assets used in operations when events and circumstances indicate~~ the ~~assets~~General ~~might~~Partners ~~be impaired~~ and ~~the~~99% ~~undiscounted cash flows estimated~~ to ~~be generated by those assets are less than~~ the ~~carrying~~ ~~amounts~~limited ~~of those assets~~partners. ~~No adjustments for impairment of value were necessary for the years ending December 31, 2008 and 2007.~~

~~Deferred Costs:~~Except ~~At December~~as ~~31,~~discussed ~~2008 and 2007~~below, ~~loan costs of approximately $720,000 less~~ ~~accumulated amortization of approximately $353,000 and $262,000, respectively, are included in other assets on~~ the ~~accompanying~~Partnership ~~balance~~will ~~sheets~~allocate ~~and~~distributions ~~are~~1% ~~being amortized~~to ~~over~~ the ~~terms~~General ofPartners ~~the related loan agreements. Amortization expense of approximately $91,000~~ and ~~$83,000 is included in interest expense on the~~99% ~~accompanying statements of operations for the years ended December 31, 2008 and 2007, respectively. Amortization expense is expected~~ to ~~be approximately $87,000 for 2009 and approximately $48,000 for each of~~ the ~~years~~limited ~~2010, 2011, 2012 and 2013~~partners.

~~Leasing~~Upon ~~commissions~~the ~~and~~ sale or other disposition, ~~direct~~or ~~costs~~refinancing, ~~incurred~~of inany ~~connection~~asset ~~with~~of ~~successful~~the ~~leasing~~Partnership, ~~efforts~~the ~~are~~distributable ~~deferred~~net ~~and~~proceeds ~~amortized~~shall ~~over~~be distributed as follows: First, to the ~~terms~~partners ofin proportion to their interests until the ~~related~~limited ~~leases~~partners have received proceeds equal to their original capital investment applicable to the property. ~~Amortization~~ Second, ofto ~~these~~the ~~costs~~partners isuntil ~~included~~the limited partners have received distributions from all sources equal to their 6% cumulative distribution; Third, to the Managing General Partner until it has received its brokerage compensation; Fourth, to the partners in ~~operating~~proportion ~~expenses~~to their interests until the limited partners have received distributions from all sources equal to their additional 2% cumulative distribution; and thereafter, 85% to the limited partners and non-managing general partners in proportion to their interests and 15% ("Incentive Interest") to the Managing General Partner.

~~Leases~~Recent Accounting Pronouncements: ~~The~~In ~~Partnership~~June ~~generally~~2009, the Financial Accounting Standards ~~leases~~Board ~~apartment~~(“FASB”) ~~units~~issued ~~for~~Statement ~~twelve-month~~of ~~terms~~Financial orAccounting ~~less~~Standards No. 168, The ~~Partnership~~FASB Accounting Standards Codification and the Hierarchy of Generally ~~will~~Accepted ~~offer~~Accounting ~~rental~~Principles ~~concessions~~a ~~during~~replacement ~~particularly~~of ~~slow~~FASB ~~months~~Statement No. 162, or SFAS inNo. ~~response~~168, ~~to heavy~~which ~~competition~~is ~~from~~effective ~~other~~for ~~similar~~financial ~~complexes~~statements inissued ~~the~~for ~~area~~interim and annual periods ending after September 15, 2009. ~~Rental~~Upon ~~income~~the effective date of ~~attributable~~SFAS toNo. ~~leases~~168, ~~net~~the ofFASB ~~any~~Accounting ~~concessions~~Standards Codification, isor the FASB ASC, became the single source of authoritative GAAP recognized onby athe ~~straight-line~~FASB to be ~~basis~~applied ~~over~~by ~~the~~nongovernmental ~~term~~entities. Rules and interpretive releases of the Securities ~~lease~~and Exchange Commission, or SEC, under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB ~~Partnership~~ASC ~~evaluates~~superseded all ~~accounts receivable~~then-existing ~~from~~non-SEC ~~residents~~accounting and ~~establishes~~reporting standards, anand ~~allowance,~~all ~~after~~other non-grandfathered non-SEC accounting literature not included in the ~~application~~FASB ofASC is now non-authoritative. Subsequent to the ~~security~~effective ~~deposits,~~date ~~for~~of ~~accounts~~SFAS ~~greater~~No. ~~than~~168, 30the ~~days~~FASB ~~past~~will ~~due~~issue onAccounting ~~current~~Standards ~~tenants~~Updates ~~and~~that ~~all~~serve ~~receivables~~to ~~due~~update ~~from~~the ~~former~~FASB ~~tenants~~ASC.

~~Use of Estimates~~Depreciation: ~~The~~ ~~preparation~~Depreciation ofwas ~~financial~~provided by ~~statements~~the instraight-line ~~conformity~~method ~~with~~over ~~accounting~~the ~~principles generally~~estimated ~~accepted~~lives inof the ~~United~~apartment ~~States~~properties and ~~requires~~related ~~management~~personal toproperty. ~~make~~For ~~estimates and~~Federal ~~assumptions~~income ~~that~~tax ~~affect~~purposes, the ~~amounts~~modified accelerated ~~reported~~cost inrecovery ~~the~~method ~~financial~~was ~~statements~~used ~~and~~for ~~accompanying~~depreciation ~~notes.~~of ~~Actual~~(1) ~~results~~real ~~could~~property ~~differ~~over ~~from~~27 ~~those~~1/2 ~~estimates~~years and (2) personal property additions over 5 years.

~~Fair~~Cash ~~Value~~and ~~of Financial~~Cash ~~Instruments~~Equivalents: ~~SFAS~~Cash ~~No.~~and ~~107,~~cash ~~"Disclosures~~equivalents ~~about~~include ~~Fair~~cash ~~Value~~on ofhand ~~Financial Instruments", as amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments~~ and ~~Fair Value of Financial Instruments", requires disclosure of fair value information about financial instruments, whether or not recognized~~ in ~~the balance sheet, for which it is practicable to estimate fair value~~banks. ~~Fair~~At ~~value~~certain ~~is defined in the SFAS as the amount at which the instruments could be exchanged in a current transaction between willing parties~~times, ~~other than in a forced or liquidation sale. The Partnership believes that~~ the ~~carrying~~ amount of ~~its financial instruments~~cash ~~(except~~deposited ~~for~~at ~~long~~a ~~term~~bank ~~debt)~~may ~~approximates~~exceed ~~their fair value due to~~ the ~~short~~limit ~~term maturity~~on ofinsured ~~these instruments~~deposits. ~~The~~Cash ~~Partnership estimates the fair value of its~~balances ~~long~~include ~~term~~approximately ~~debt~~$1,183,000 byand ~~discounting~~less ~~future~~than ~~cash~~$1,000 ~~flows~~at ~~using~~December a31, ~~discount~~2009 ~~rate~~and ~~commensurate~~2008, ~~with~~respectively, that ~~currently~~are ~~believed~~maintained toby bean ~~available~~affiliated tomanagement ~~the~~company ~~Partnership for~~on ~~similar~~behalf ~~term long-term debt. The fair value~~ of ~~the~~affiliated ~~Partnership’s~~entities ~~long~~in ~~term~~cash ~~debt approximates~~concentration ~~its carrying value~~accounts.

~~Restricted~~Tenant Security ~~Escrow~~Deposits: A ~~replacement~~The ~~reserve~~Partnership ~~account~~required issecurity ~~maintained~~deposits ~~for~~from ~~Landmark~~all ~~Apartments,~~apartment ~~which~~lessees ~~was~~for the ~~established~~duration inof ~~connection~~the ~~with~~lease ~~the~~and ~~November~~such ~~2006~~deposits ~~refinancing~~are ofincluded ~~the~~in ~~mortgage~~receivables and deposits ~~encumbering~~at ~~the~~December ~~property~~31, 2008. The ~~balance~~security ofdeposits ~~this~~were ~~account~~refunded atwhen ~~December~~the ~~31,~~tenant ~~2008~~vacates ~~and~~the apartment provided the tenant has ~~2007~~not damaged the space and is ~~approximately~~current ~~$477,000~~on rental payments.

~~Segment~~Investment ~~Reporting~~Properties: ~~SFAS~~Investment ~~No.~~properties ~~131,~~consisted ~~"Disclosure~~of ~~about~~two ~~Segments~~apartment ofcomplexes anand ~~Enterprise~~were ~~and~~stated ~~Related~~at ~~Information"~~cost, ~~established~~less ~~standards~~accumulated ~~for~~depreciation, unless the ~~way~~carrying ~~that~~amount ~~public~~of ~~business~~the ~~enterprises~~asset is ~~report~~not ~~information~~recoverable. The ~~about~~Partnership ~~operating~~capitalized ~~segments~~costs incurred in ~~annual~~connection with ~~financial~~capital ~~statements~~expenditure activities, including redevelopment and construction ~~requires~~projects, ~~that~~other ~~those~~tangible ~~enterprises~~property ~~report~~improvements ~~selected~~and ~~information~~replacements ~~about~~of existing property components. Costs including interest, property taxes, and operating costs associated with redevelopment and construction projects were ~~segments~~capitalized during periods in ~~interim~~which ~~financial~~redevelopment ~~reports~~and construction projects were in progress. Costs ~~SFAS~~incurred Noin connection with capital projects were capitalized where the costs of the project exceeded $250. Included ~~131~~in these ~~also~~capitalized ~~established~~costs ~~standards~~were payroll costs associated with time spent by site ~~for~~employees ~~related~~in ~~disclosures~~connection ~~about~~with ~~products~~the planning, execution and ~~services~~control of all capital expenditure activities at the property level. During the year ended December 31, 2009, ~~geographic~~the ~~areas~~Partnership capitalized approximately $4,000, $2,000 and ~~major~~less than ~~customers. As~~$1,000 ~~defined~~of ininterest, ~~SFAS~~property Notaxes and other operating costs. ~~131~~The Partnership did not capitalize interest, property taxes or other operating costs during the year ~~Partnership~~ended ~~has~~December ~~only~~31, ~~one~~2008. Capitalized costs were depreciated over the useful ~~reportable~~life ~~segment~~of the asset. Expenditures for ordinary repairs, maintenance and apartment turnover costs were expensed as incurred.

~~Advertising:~~If ~~The~~events ~~Partnership~~or ~~expenses~~ circumstances indicated that the carrying ~~cost~~amount of ~~advertising~~a asproperty ~~incurred. Advertising~~would ~~costs~~not be recoverable, the Partnership made an assessment of ~~approximately~~its recoverability by comparing the carrying amount to the ~~$74~~Partnership’s estimate of the undiscounted future cash flows,~~000~~ ~~and~~excluding ~~$79~~interest charges,~~000~~ ~~for~~of the ~~years~~property. If ~~ended~~the ~~December~~carrying ~~31,~~amount ~~2008~~exceeded ~~and~~the estimated ~~2007~~aggregate undiscounted future cash flows, the Partnership would ~~respectively,~~recognize ~~were~~an ~~charged~~impairment loss to ~~operating~~the ~~expense~~extent the carrying amount exceeded the estimated fair value of the property. No adjustments for impairment of value were necessary for the years ending December 31, 2009 and 2008.

~~Recent Accounting Pronouncements~~Abandoned Units: ~~In September~~ ~~2006,~~During ~~the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157~~2009, ~~“Fair~~ ~~Value Measurements”. SFAS No. 157 defines fair value as~~ the ~~price~~number that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value and does not expand the use of ~~fair~~limited ~~value~~partnership inunits ~~any~~decreased ~~new~~by ~~circumstances. SFAS~~14 ~~No.~~units ~~157 establishes a hierarchy that prioritizes the information used in~~due ~~developing fair value estimates. The hierarchy gives the highest priority~~ to ~~quoted~~ ~~prices~~limited inpartners ~~active~~abandoning ~~markets~~their ~~and the lowest priority to unobservable data, such as the reporting entity’s own data~~units. ~~SFAS No. 157 requires fair value measurements to be disclosed by level within the fair value hierarchy.~~ In ~~February~~abandoning ~~2008,~~his ~~the FASB~~or ~~issued~~her ~~FASB Staff Position No. FAS 157-2~~units, ~~“Effective Date of FASB Statement~~a ~~No.~~limited ~~157”,~~partner ~~which~~relinquishes ~~deferred the effective date of SFAS No. 157 for~~ all ~~nonrecurring fair value measurements of non-financial assets and non-financial liabilities until fiscal years beginning after November 15~~right, ~~2008. The~~title ~~provisions of SFAS No. 157 are applicable to recurring fair value measurements of financial assets~~ and ~~liabilities~~interest ~~for~~in ~~fiscal years beginning after November 15, 2007, which for~~ the Partnership ~~is generally limited to annual disclosures required by SFAS~~as ~~No.~~of ~~107. The Partnership adopted~~ the ~~provisions~~date of ~~SFAS~~ ~~No.~~the ~~157 effective January 1, 2008, and at that time determined no transition adjustment was required~~abandonment.

~~Note~~Deferred Costs: BLoan costs -of ~~Mortgage~~approximately ~~Notes~~$720,000 less accumulated amortization of approximately ~~Payable~~$353,000 are included in other assets at December 31, 2008 and were being amortized over the terms of the related loan agreements. During the year ended December 31, 2009, loan costs of approximately $114,000 were incurred associated with the addition of a new mortgage at Landmark Apartments and loan costs of approximately $128,000 and amortization of approximately $97,000 were written off in connection with the financing. Amortization expense of approximately $63,000 and $91,000 was included in interest expense for the years ended December 31, 2009 and 2008, respectively. During the year ended December 31, 2009, loan costs of approximately $706,000 and amortization of approximately $318,000 were written off in connection with the sale of both properties.

	Principal		Monthly			Principal
	Balance At		Payment	Stated		Balance
	December 31,		Including	Interest	Maturity	Due At
Property	2008	2007	Interest	Rate	Date	Maturity
	(in thousands)					(in thousands)
Deer Creek
Apartments
1st mortgage	$11,982	$12,094	$ 88	7.68% (1)	09/2015	$10,946
2nd mortgage	3,627	3,683	21	5.32% (1)	09/2015	3,163
3rd mortgage	7,626	7,726	46	5.83% (1)	09/2015	6,791
Landmark
Apartments
1st mortgage (2)	8,535	8,535	40	5.65% (1)	12/2009	8,535
	$31,770	$32,038	$ 195			$29,435

Leasing commissions and other direct costs incurred in connection with successful leasing efforts were deferred and amortized over the terms of the related leases. Amortization of these costs is included in operating expenses.

~~(1) Fixed~~Leases: ~~rate~~The Partnership generally ~~mortgage~~leased apartment units for twelve-month terms or less. The Partnership offered rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area. Rental income attributable to leases, net of any concessions, was recognized on a straight-line basis over the term of the lease. The Partnership evaluated all accounts receivable from residents and established an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

~~(2)~~ Use of ~~See~~Estimates: The ~~“Note~~preparation Hof –financial ~~Subsequent~~statements ~~Event”~~in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

~~On August 31, 2007, the~~Restricted ~~Partnership~~Escrow: ~~obtained an additional mortgage loan in the principal amount of~~A ~~$7,750,000~~replacement onreserve ~~Deer~~account ~~Creek~~was ~~Apartments.~~maintained ~~The~~for ~~additional~~Landmark ~~mortgage bears interest at a fixed rate of 5.83% per annum and requires monthly payments of principal and interest of approximately $46~~Apartments,~~000~~ ~~beginning~~which ~~on October 1, 2007, through the~~was ~~September~~established 1,in ~~2015~~connection ~~maturity date,~~ with athe ~~balloon~~March ~~payment of approximately $6~~11,~~791,000~~ ~~due~~2009 atrefinancing ~~maturity. If no event~~ of ~~default exists at maturity,~~ the ~~maturity~~ ~~date will automatically be extended for one additional year, to September 1, 2016, during which period the additional~~ mortgage ~~would bear~~ ~~interest~~that atencumbered the ~~one-month LIBOR rate plus 250 basis points and would require monthly payments of principal and interest~~property. As aIn ~~condition~~connection ofwith the ~~loan, the~~sale ~~lender required AIMCO Properties, L.P., an affiliate~~ of the ~~Managing~~property ~~General~~on ~~Partner~~October 30, to2009, ~~guarantee~~ the ~~obligations~~balance ~~and liabilities~~ of ~~the~~this ~~Partnership~~account ~~with respect to the new mortgage financing. In connection with obtaining the additional mortgage, loan costs~~ of approximately $95659,000 ~~were capitalized and~~was ~~are~~transferred ~~included~~to inthe ~~other assets~~buyer.

~~The~~Segment Reporting: FASB ~~mortgage~~ASC ~~notes~~Topic ~~payable~~280-10, ~~are~~“Segment ~~nonrecourse~~Reporting”, established standards for the way ~~and~~public ~~are~~business ~~secured~~enterprises byreport ainformation ~~pledge~~about ofoperating ~~the~~segments ~~Partnership’s~~in annual ~~rental~~financial ~~properties~~statements and byrequires athat those enterprises report selected ~~pledge~~information ofabout ~~revenues~~operating ~~from~~segments ~~the~~in ~~respective~~interim ~~rental~~financial ~~properties~~reports. ~~The~~FASB ~~mortgage notes~~ASC ~~payable~~Topic ~~include~~280-10 ~~prepayment~~also ~~penalties~~established ifstandards ~~repaid~~for ~~prior~~related todisclosures ~~maturity.~~about ~~Further~~products and services, ~~the~~geographic areas, and major customers. As defined in FASB ~~properties~~ASC ~~may~~Topic ~~not~~280-10, bethe ~~sold~~Partnership ~~subject~~has toonly ~~existing~~one ~~indebtedness~~reportable segment.

~~Scheduled~~Advertising: ~~principal~~The ~~payments~~Partnership expensed the cost of ~~mortgage~~advertising as incurred. Advertising costs of approximately ~~notes~~$70,000 ~~payable~~and ~~subsequent~~$74,000 tofor the years ended December 31, 2009 and 2008, respectively, ~~are~~were ascharged ~~follows~~to ~~(in thousands):~~operating expense.

2009	$ 8,824
2010	308
2011	329
2012	349
2013	376
Thereafter	21,584
	$31,770

Note C – Adjustment to Liquidation Basis of Accounting

~~Note~~At CDecember -31, ~~Income~~2009, in ~~Taxes~~accordance with the liquidation basis of accounting, assets were adjusted to their estimated net realizable value and liabilities were adjusted to their estimated settlement amount. The net adjustment required to convert to the liquidation basis of accounting was a decrease in net assets of approximately $180,000, which is included in the Statement of Changes in Partners’ (Deficiency) Capital/Net Assets in Liquidation. The net adjustment is summarized as follows:

The Partnership is classified as a partnership for Federal income tax purposes. Accordingly, no provision for income taxes is made in the financial statements of the Partnership. Taxable income or loss of the Partnership is reported in the income tax returns of its partners.

	Decrease in
	Net Assets
	(in thousands)

Adjustment of other assets and liabilities, net	$ (180)

~~The~~Note ~~following~~D is- aIncome ~~reconciliation of reported net (loss) income and Federal taxable (loss) income (in thousands, except per unit data):~~Taxes

	2008	2007
Net (loss) income as reported	$ (228)	$ 46
Add (deduct):
Depreciation differences	77	19
Unearned income	(5)	30
Other	(173)	(70)
Federal taxable (loss) income	$ (329)	$ 25
Federal taxable (loss) income per
limited partnership unit (1)	$ (3.85)	$ 0.25

~~(1) For~~The ~~2008, allocations~~Partnership ~~under~~adopted ~~Internal Revenue Code Section 704(b) result in~~ the ~~limited~~ ~~partners~~liquidation ~~being~~basis ~~allocated~~of aaccounting ~~non-pro~~effective ~~rata~~December ~~amount~~31, ~~of taxable loss~~2009.

The following is a reconciliation ~~between~~of ~~the~~reported ~~Partnership's~~net ~~reported~~income ~~amounts~~(loss) and Federal ~~tax basis~~taxable ofincome ~~net~~(loss) ~~liabilities~~ (in thousands, except per unit data):

	2008	2007
	2009	2008
Net liabilities as reported	$(24,891)	$(24,663)
Net income (loss) as reported	$28,113	$ (228)
Land and buildings	2,181	2,272
Add (deduct):
Accumulated depreciation	(684)	(755)
Depreciation differences	505	77
Syndication and distribution costs	6,148	6,148
Unearned income	(31)	(5)
Unearned income	84	89
Loss on sale of discontinued operations	(1,885)	--
Other	~~(53)~~35	23(173)
Net liabilities - Federal tax basis	$(17,215)	$(16,886)
Federal taxable income (loss)	$26,737	$ (329)
Federal taxable income (loss) per
limited partnership unit (1)	$258.30	$ (3.85)

~~Note~~(1) For D2009 -and 2008, ~~Transactions~~allocations ~~with~~under Internal Revenue Code Section 704(b) result in the ~~Affiliated~~limited ~~Parties~~partners being allocated a non-pro rata amount of taxable loss.

The ~~Partnership~~following ~~has~~is noa ~~employees~~reconciliation ~~and~~between ~~depends on~~ the ~~Managing~~Partnership's ~~General~~reported ~~Partner~~amounts and ~~its~~Federal ~~affiliates~~tax ~~for the~~basis ~~management and administration~~ of ~~all~~net ~~Partnership~~assets ~~activities. The Partnership Agreement provides for certain payments to affiliates for services~~ and ~~reimbursement~~ ofliabilities ~~certain~~(in ~~expenses incurred by affiliates on behalf of the Partnership.~~ thousands):

Affiliates of the Managing General Partner receive 5% of gross receipts from both of the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $315,000 and $300,000 for the years ended December 31, 2008 and 2007, respectively, which are included in operating expenses.

	2009	2008
Net assets (liabilities) as reported	$ 257	$(24,891)
Land and buildings	--	2,181
Accumulated depreciation	--	(684)
Syndication and distribution costs	6,148	6,148
Unearned income	1	84
Other	332	(53)
Net assets (liabilities) - Federal tax basis	$ 6,738	$(17,215)

~~Affiliates~~Note ofE- ~~the~~Transactions ~~Managing~~with ~~General~~Affiliated Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $301,000 and $206,000 for the years ended December 31, 2008 and 2007, respectively, which are included in general and administrative expenses and investment properties. The portion of these reimbursements included in investment properties for the years ended December 31, 2008 and 2007 are construction management services provided by an affiliate of the Managing General Partner of approximately $183,000 and $81,000, respectively. At December 31, 2008, approximately $93,000 of these reimbursements remain unpaid and are included in due to affiliates. There were no such reimbursements outstanding at December 31, 2007.Parties

The Partnership ~~Agreement provides~~has ~~for a fee equal to 10% of "Net cash from operations," as defined in the~~no ~~Partnership~~employees ~~Agreement,~~and todepends beon ~~paid to~~ the Managing General Partner ~~for executive~~ and ~~administrative~~its ~~management~~affiliates ~~services.~~for ~~There~~the management ~~was~~and noadministration ~~such~~of ~~fee~~all ~~earned~~Partnership byactivities. ~~the~~The Partnership ~~Managing~~Agreement ~~General~~provides ~~Partner~~ for ~~the~~certain ~~years~~payments ~~ended~~to ~~December~~affiliates ~~31,~~for ~~2008~~services and ~~2007. At~~ ~~December~~reimbursement ~~31,~~of ~~2008~~certain ~~and~~expenses ~~2007~~incurred ~~there~~by ~~were~~affiliates noon ~~fees~~behalf ~~owed~~of to the ~~Managing General~~ ~~Partner~~Partnership.

~~Pursuant~~Affiliates toof the ~~Partnership Agreement, the~~ Managing General Partner isreceived ~~entitled~~5% toof ~~receive~~gross areceipts ~~distribution equal~~from toboth 3% of the ~~aggregate~~Partnership's properties ~~disposition~~as ~~price~~compensation offor ~~sold~~providing ~~properties~~property management services. The Partnership paid ato ~~distribution~~such ofaffiliates approximately $86283,000 toand ~~the~~$315,000 ~~Managing~~for ~~General Partner related to~~ the ~~sale of Atlanta Crossing Shopping Center in March~~ ~~2000. This~~years ~~amount~~ended isDecember ~~subordinate~~31, to2009 ~~the~~and ~~limited partners receiving their original capital contributions plus a cumulative preferred return of 6% per annum of their adjusted capital investment~~2008, ~~as defined in the Partnership Agreement. If the limited partners have not received these returns when the Partnership terminates~~respectively, ~~the~~which ~~Managing~~are ~~General~~included ~~Partner will be required to~~in ~~return~~operating ~~this amount to the Partnership~~expenses.

InAffiliates ~~accordance~~of ~~with~~ the Managing ~~Partnership~~General ~~Agreement,~~Partner ~~during~~charged the ~~year~~Partnership ~~ended~~for ~~December~~reimbursement ~~31,~~of ~~2008, AIMCO~~accountable ~~Properties,~~administrative ~~L.P.,~~expenses anamounting ~~affiliate~~to ~~of the Managing General Partner advanced the Partnership~~ approximately $~~876~~203,000 ~~to fund operating expenses~~ and ~~capital improvements~~$301,000 atfor the ~~Partnership’s investment properties. The advances bear~~ ~~interest~~years atended ~~the prime rate plus 2% (5.25% at~~ December 31, ~~2008). Interest expense~~2009 ~~was~~and ~~approximately~~2008, ~~$11~~respectively,~~000~~ ~~for~~which ~~the~~is ~~year~~included ~~ended December 31, 2008.~~ in ~~There~~general ~~were~~and noadministrative ~~such~~expenses, ~~advances~~investment orproperties ~~interest~~and ~~expense~~gain ~~during~~from ~~the~~sale ~~year ended December~~of ~~31,~~discontinued ~~2007~~operations. At ~~December~~The ~~31,~~portion ~~2008,~~of ~~there~~these ~~were~~reimbursements ~~outstanding~~included ~~advances~~in ~~and~~gain ~~associated~~from ~~accrued~~sale ~~interest~~ of ~~approximately~~discontinued ~~$887,000,~~operations ~~which~~and ~~are~~investment ~~included~~properties infor ~~due~~the years toended ~~affiliates. At~~ December 31, ~~2007,~~2009 ~~there~~and ~~were~~2008 noare ~~outstanding~~construction ~~advances~~management orservices provided ~~associated~~by ~~accrued~~an ~~interest~~affiliate ~~due to affiliates~~ of the Managing General Partner. of approximately $124,000 and ~~Subsequent~~$183,000, torespectively. At December 31, 2008, ~~the Partnership received additional advances of~~ approximately $~~317~~93,000. ~~The Partnership may receive additional advances~~ of ~~funds~~ ~~from~~these ~~AIMCO~~reimbursements ~~Properties,~~were ~~L.P.~~unpaid ~~although~~and ~~AIMCO~~are ~~Properties,~~included ~~L.P.~~in isdue ~~not obligated~~ to ~~provide~~ ~~such advances~~affiliates. ~~For~~ ~~more information on AIMCO Properties, L.P.,~~There ~~including~~are ~~copies~~no ofsuch ~~its~~reimbursements ~~audited~~outstanding ~~balance~~at ~~sheet~~December 31, ~~please see its reports filed with the Securities and Exchange Commission~~2009.

The Partnership ~~insures~~Agreement ~~its~~provides ~~properties~~for upa tofee ~~certain~~equal ~~limits~~to ~~through~~10% ~~coverage provided~~of by"Net ~~AIMCO~~cash ~~which~~from operations," isas ~~generally~~defined ~~self-insured~~in ~~for~~the aPartnership ~~portion~~Agreement, ofto ~~losses~~be ~~and liabilities~~paid ~~related~~ to ~~workers’~~the ~~compensation,~~Managing General ~~property~~Partner ~~casualty,~~for ~~general liability~~executive and ~~vehicle~~administrative ~~liability~~management services. ~~The~~There ~~Partnership insures its properties above~~was ~~the~~no ~~AIMCO~~such ~~limits~~fee ~~through~~earned ~~insurance policies obtained~~ by ~~AIMCO from insurers unaffiliated with~~ the Managing General Partner. ~~During~~for the years ended December 31, ~~2008~~2009 and ~~2007,~~2008. ~~the~~At ~~Partnership~~December ~~was~~31, ~~charged~~2009 ~~by AIMCO~~ and ~~its~~2008 ~~affiliates approximately~~there ~~$138,000~~were ~~and~~no ~~$167,000,~~outstanding ~~respectively, for insurance coverage and~~ fees owed ~~associated~~to ~~with~~the ~~policy~~Managing ~~claims~~General ~~administration~~Partner.

InPursuant ~~addition~~ to ~~its indirect ownership of~~ the ~~general partner interest in the~~ Partnership Agreement, ~~AIMCO~~the ~~and~~Managing ~~its affiliates~~General ~~owned~~Partner ~~71,418~~is ~~limited~~entitled ~~partnership~~to ~~units~~receive ~~(the~~a ~~“Units”) in the~~distribution ~~Partnership~~equal ~~representing~~to ~~71.56~~3% of the ~~outstanding~~aggregate ~~Units~~disposition atprice ~~December~~of ~~31,~~sold ~~2008~~properties. A The ~~number~~Partnership ofpaid ~~these~~a ~~Units~~distribution ~~were~~of ~~acquired~~approximately ~~pursuant~~$86,000 to ~~tender~~the ~~offers~~Managing ~~made by AIMCO or~~General ~~its~~Partner ~~affiliates.~~related Itto isthe ~~possible~~sale ~~that~~of ~~AIMCO~~Atlanta orCrossing ~~its~~Shopping ~~affiliates~~Center ~~will~~in ~~acquire~~March ~~additional~~2000. This ~~Units~~amount inwas ~~exchange~~subordinate ~~for~~to ~~cash~~the orlimited apartners ~~combination~~receiving oftheir original ~~cash~~capital ~~and~~contributions ~~units~~plus ~~in AIMCO~~a ~~Properties,~~cumulative ~~L.P.,~~preferred ~~the~~return ~~operating partnership~~ of ~~AIMCO,~~6% ~~either through~~per ~~private~~annum ~~purchases~~of ortheir ~~tender~~adjusted ~~offers.~~capital ~~Pursuant to the Partnership Agreement~~investment, ~~unitholders~~ ~~holding~~as adefined ~~majority~~in of the ~~Units are entitled to take action with~~Partnership ~~respect~~Agreement. If tothe alimited ~~variety~~partners ofhave ~~matters that include, but are~~ not ~~limited~~received ~~to,~~these ~~voting~~returns onwhen ~~certain amendments to~~ the Partnership ~~Agreement~~terminates, ~~and voting to remove~~ the Managing General Partner. Aswill abe ~~result~~required ~~of its ownership of 71.56% of the outstanding Units, AIMCO and its affiliates are in a position~~ to ~~control all~~ ~~voting~~return ~~decisions~~this ~~with~~amount ~~respect~~ to the Partnership. This ~~Although~~distribution was returned by the Managing General Partner ~~owes fiduciary duties~~ to the Partnership ~~limited~~during ~~partners of~~ the ~~Partnership,~~year ~~the Managing~~ended ~~General~~December ~~Partner~~31, ~~also~~2009 ~~owes fiduciary duties to AIMCO~~ as ~~its sole stockholder. As~~ a result, ~~the duties~~ of the ~~Managing General Partner, as~~limited ~~managing~~partners ~~general~~not ~~partner,~~receiving toa ~~the~~return ~~Partnership~~of ~~and~~their ~~its~~original ~~limited~~capital ~~partners~~contributions ~~may~~plus ~~come~~the ~~into~~cumulative ~~conflict~~preferred return with the ~~duties~~sales of the ~~Managing~~Partnership’s ~~General~~remaining ~~Partner~~two investment toproperties ~~AIMCO~~during ~~as its sole stockholder~~2009.

~~Note~~In Eaccordance –with ~~Investment~~the Partnership Agreement, during the year ended December 31, 2009, AIMCO Properties, L.P., an affiliate of the Managing General Partner, advanced to the Partnership approximately $682,000 to fund operating expenses, property taxes, and ~~Accumulated~~a ~~Depreciation~~rate lock deposit related to the refinancing at Landmark Apartments. During the year ended December 31, 2008, AIMCO Proprties, L.P., advanced the Partnership approximately $876,000 to fund operating expenses and capital improvements at the Partnership’s investment properties. The advances bore interest at the prime rate plus 2%. Interest expense was approximately $54,000 and $11,000 for the years ended December 31, 2009 and 2008, respectively. At December 31, 2008, there were outstanding advances and associated accrued interest of approximately $887,000, which were included in due to affiliates. During the year ended December 31, 2009, the Partnership repaid the total outstanding balance, including principal and accrued interest of approximately $1,623,000 with proceeds from the sale of Landmark Apartments. There were no such repayments during the year ended December 31, 2008. At December 31, 2009 there are no amounts owed to affiliates.

		Initial Cost
		To Partnership
		(in thousands)
			Buildings	Net Cost
			and Related	Capitalized
			Personal	Subsequent to
Description	Encumbrances	Land	Property	Acquisition
	(in thousands)			(in thousands)
Deer Creek Apartments	$23,235	$ 953	$ 8,863	$ 7,756
Landmark Apartments	8,535	738	9,885	5,843
Totals	$31,770	$ 1,691	$18,748	$13,599

The Partnership insured 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, general liability and vehicle liability. The Partnership insured its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner. During the years ended December 31, 2009 and 2008, the Partnership was charged by AIMCO and its affiliates approximately $79,000 and $138,000, respectively, for insurance coverage and fees associated with policy claims administration.

~~Note~~In Eaddition –to ~~Investment~~its indirect ~~Properties~~ownership of the general partner interest in the Partnership, AIMCO and ~~Accumulated~~its affiliates ~~Depreciation~~owned 71,418 limited partnership units (~~continued~~the “Units”) in the Partnership representing 71.57% of the outstanding Units at December 31, 2009. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 71.57% of the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.

	Gross Amount At Which Carried
	At December 31, 2008
	(in thousands)
		Buildings
		And Related
		Personal		Accumulated	Date	Depreciable
Description	Land	Property	Total	Depreciation	Acquired	Life
				(in thousands)
Deer Creek
Apartments	$ 953	$16,619	$17,572	$13,261	09/28/83	5-30 yrs
Landmark
Apartments	738	15,728	16,466	13,383	12/16/83	5-30 yrs
Totals	$1,691	$32,347	$34,038	$26,644

Note F – Casualty Event

~~Reconciliation~~In June 2007, Deer Creek Apartments incurred damages of approximately $215,000 from a fire that damaged ~~"investment~~four ~~properties~~apartment ~~and~~units. During ~~accumulated~~2007, ~~depreciation":~~the Partnership recognized a casualty gain of approximately $164,000 as a result of the receipt of insurance proceeds of approximately $164,000. The Partnership recognized an additional gain of approximately $33,000 during the year ended December 31, 2008 as a result of the receipt of additional insurance proceeds of approximately $33,000. The damaged assets were fully depreciated.

	Years Ended December 31,
	2008	2007
	(in thousands)
Investment Properties
Balance at beginning of year	$31,886	$30,803
Property improvements and replacements	2,158	1,190
Disposal of property	(6)	(107)
Balance at end of year	$34,038	$31,886
Accumulated Depreciation
Balance at beginning of year	$25,510	$24,654
Additions charged to expense	1,140	963
Disposal of property	(6)	(107)
Balance at end of year	$26,644	$25,510

Note G – Refinancing of Mortgage Notes Payable

~~The~~On ~~aggregate~~March ~~cost~~11, of2009, the ~~real~~Partnership ~~estate~~refinanced ~~for~~the ~~Federal~~mortgage ~~income~~encumbering ~~tax~~Landmark ~~purposes~~Apartments. atThe refinancing ~~December~~replaced ~~31,~~the ~~2008~~existing ~~and~~mortgage ~~2007~~of is approximately $368,~~219~~535,000, ~~and~~with a new mortgage in the amount of $348,~~158~~850,000. The new mortgage required monthly payments of principal and interest beginning on May 1, ~~respectively~~2009 until the loan matured April 1, 2016 with a balloon payment due at maturity. The ~~accumulated~~new mortgage ~~depreciation~~bore ~~taken~~interest ~~for~~at ~~Federal~~an ~~income~~adjustable ~~tax~~interest ~~purposes~~rate of the monthly LIBOR Index Rate plus 4.01%, capped at 7.25% per annum. Total capitalized loan costs associated with the new mortgage were approximately $114,000 and were included in other assets. During the year ended December 31, ~~2008~~2009, ~~and~~the ~~2007~~Partnership recorded a loss ison the early extinguishment of debt of approximately $2781,~~328,~~000, as a result of the write off of unamortized loan costs and ~~$26~~a prepayment penalty. As a condition of the new mortgage,~~265~~ the lender required AIMCO Properties,~~000~~ L.P., ~~respectively~~an affiliate of the Managing General Partner, to guarantee certain non-recourse obligations and liabilities of the Partnership with respect to the new mortgage.

~~Note~~The Fmortgage –loan ~~Casualty~~for ~~Event~~Landmark Apartments was assumed by the buyer in connection with the sale of the property on October 30, 2009, and the unamortized balances of the loan costs were written off in conjunction with the sale (see Note H).

InNote ~~June~~H ~~2007,~~– ~~Deer~~Disposition ~~Creek Apartments incurred damages~~ of ~~approximately $215,000 from a fire that damaged~~ ~~four~~Investment apartment units. During the year ended December 31, 2007, the Partnership recognized a casualty gain of approximately $164,000 as a result of the receipt of insurance proceeds of approximately $164,000. The Partnership recognized an additional gain of approximately $33,000 during the year ended December 31, 2008 as a result of the receipt of additional insurance proceeds of approximately $33,000. The damaged assets were fully depreciated.Properties

~~Note~~On GOctober –30, ~~Contingencies~~2009, the Partnership sold Landmark Apartments to a third party for a gross sales price of $11,800,000. The net proceeds realized by the Partnership were approximately $2,816,000 after payment of closing costs of approximately $203,000 and the assumption of the mortgage encumbering the property of approximately $8,781,000 by the buyer. In addition, the lender held repair escrow of approximately $659,000 was transferred to the buyer in connection with the mortgage assumption. The Partnership used approximately $1,783,000 of the net proceeds to repay amounts due to affiliates of the Managing General Partner. The Partnership recognized a gain of approximately $7,625,000 as a result of the sale during the year ended December 31, 2009. In addition the Partnership recognized a loss on extinguishment of debt of approximately $106,000 as a result of the write off of unamortized loan costs during the year ended December 31, 2009.

AsOn ~~previously~~December ~~disclosed~~18, ~~AIMCO~~ ~~Properties~~2009, ~~L.P.~~the ~~and~~Partnership ~~NHP~~sold its ~~Management~~last ~~Company,~~remaining ~~both~~investment ~~affiliates~~property, ofDeer ~~the Managing~~Creek ~~General Partner~~Apartments, ~~were~~to ~~defendants in~~ a ~~lawsuit,~~third ~~filed~~party for as a ~~collective action~~gross insales ~~August~~price ~~2003~~of inapproximately ~~the United States District Court for the District of Columbia~~$26,909,000. ~~alleging~~The ~~that~~net ~~they~~proceeds ~~willfully violated the Fair Labor Standards Act~~realized ~~(“FLSA”)~~ by ~~failing~~the toPartnership ~~pay~~were ~~maintenance~~approximately ~~workers~~$3,081,000 ~~overtime~~after ~~for~~payment ~~time~~of ~~worked~~closing incosts ~~excess~~ of 40approximately ~~hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties~~$882,000 ~~L.P.~~ and ~~NHP~~the ~~Management Company~~assumption ~~failed~~of ~~to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007,~~ the ~~court~~mortgages inencumbering the ~~District~~property of ~~Columbia~~approximately ~~decertified~~$22,946,000 by the ~~collective action~~buyer. In ~~July~~The ~~2007, plaintiffs’~~Partnership ~~counsel~~recognized ~~filed individual cases in Federal court in 22 jurisdictions.~~a Ingain ~~the second quarter~~ of ~~2008,~~approximately ~~AIMCO Properties~~$22,140,000 ~~L.P.~~as ~~settled the overtime cases involving 652 plaintiffs and established~~ a ~~framework~~result ~~for~~of ~~resolving~~ the ~~88 remaining~~sale ~~“on-call”~~during ~~claims and~~ the ~~attorneys’~~year ~~fees claimed by plaintiffs’~~ended ~~counsel.~~December ~~As a result~~31, ~~the~~2009. In ~~lawsuits~~addition ~~asserted in~~ the 22Partnership ~~Federal~~recognized ~~courts~~a ~~will~~loss beon ~~dismissed.~~extinguishment ~~During~~of ~~the~~debt ~~fourth quarter~~ of ~~2008, the Partnership paid~~ approximately $3513,000 ~~for~~as ~~settlement amounts for alleged unpaid overtime to employees who had~~a ~~worked~~result atof the ~~Partnership’s~~write ~~investment~~off ~~properties.~~of Atunamortized ~~this~~loan ~~time,~~costs ~~the 88 remaining “on-call” claims~~ and the ~~attorneys’~~payment ~~fees~~of ~~claimed~~a ~~by the plaintiff’s~~loan ~~counsel~~assumption ~~are~~fee ~~not~~during ~~resolved. The Managing General Partner is uncertain as to~~ the ~~amount~~ ofyear ~~any~~ended ~~additional~~December ~~loss that may be allocable to the Partnership. Therefore~~31, ~~the Partnership cannot estimate whether any additional loss will occur or a potential range of loss~~2009.

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

~~Environmental~~The Partnership distributed the following amounts during the years ended December 31, 2009 and 2008 (in thousands, except per unit data):

	Year Ended	Per Limited	Year Ended	Per Limited
	December 31,	Partnership	December 31,	Partnership
	2009	Unit	2008	Unit
Sale(1)	$ 2,871	$ 28.48	$ --	$ --

~~Mold~~(1) Proceeds from the October 2009 sale of Landmark Apartments and the December 2009 sale of Deer Creek Apartments.

~~The~~For ~~Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold~~2009, ~~some of which have resulted in substantial monetary judgments or settlements. The Partnership has only limited insurance coverage for property damage loss claims arising from~~ the ~~presence of mold and for personal injury claims related to mold~~distribution ~~exposure. Affiliates~~payable of ~~the~~approximately ~~Managing General Partner have implemented policies~~$659,000 ~~procedures,~~represents ~~third-party~~the ~~audits~~estimated ~~and~~New ~~training~~Jersey and ~~the Managing General~~North ~~Partner~~Carolina ~~believes~~withholding ~~that~~taxes ~~these~~to ~~measures~~be ~~will~~paid ~~prevent~~by ~~or eliminate mold exposure and will minimize~~ the ~~effects~~Partnership ~~that mold may have~~ on ~~residents. To~~behalf ~~date, the Partnership has not incurred any material costs or liabilities relating to claims~~ of ~~mold exposure or to abate mold conditions. Because the law~~certain ~~regarding~~limited ~~mold~~partners isin ~~unsettled~~connection ~~and~~with ~~subject to change~~ the ~~Managing~~sale ~~General Partner can make no assurance that liabilities resulting from the presence~~ of ~~or exposure~~Deer toCreek ~~mold~~Apartments ~~will not have a material adverse effect~~and onLandmark ~~the~~Apartments, ~~Partnership’s financial condition or results of operations~~respectively.

~~Note~~The HPartnership’s –cash available ~~Subsequent~~for distribution will be reviewed on a quarterly basis. Future cash ~~Event~~distributions will depend on the amount of cash remaining after fully liquidating the Partnership.

OnNote MarchJ 11,– 2009, the Partnership refinanced the mortgage debt encumbering Landmark Apartments. The previous mortgage debt, which had an outstanding principal balance of approximately $8,535,000, was repaid with proceeds from the new mortgage loan and from funds of approximately $477,000 held in a repair reserve by the previous lender. The refinancing replaced the existing mortgage debt with a new mortgage loan in the principal amount of $8,850,000 and established a new repair reserve of approximately $658,000. The repair reserve includes approximately $520,000 which is for capital expenditures to be completed by March 31, 2010. The new mortgage loan bears interest at an adjustable interest rate of the monthly LIBOR Index Rate plus 4.01%, capped at 7.25% per annum. Beginning on May 1, 2009, the new mortgage loan will require monthly payments of principal and interest of approximately $45,000 through the April 1, 2016 maturity date. The amount of the monthly payment will vary with the interest rate which was 4.57% at the time of the refinancing. The new mortgage loan has a balloon payment due at maturity, which is estimated to be approximately $7,729,000 based on the current interest rate at the time of the refinancing of 4.57%. The Partnership may prepay the mortgage loan at any time with 30 days written notice to the lender, subject to a prepayment penalty.Contingencies

As apreviously ~~condition~~disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing ~~loan~~General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the ~~lender~~United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, anthe ~~affiliate~~lawsuits asserted in the 22 Federal courts have been dismissed. During the fourth quarter of 2008, the ~~Managing~~Partnership ~~General~~paid ~~Partner~~approximately $3,000 for settlement amounts for alleged unpaid overtime to employees ~~guarantee~~who had worked at the ~~obligations~~Partnership’s investment properties. At this time, the 88 remaining “on-call” claims and ~~liabilities~~the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The parties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators. After those arbitrations have been completed, the parties will revisit settling the on-call claims. The first two arbitrations took place in December 2009 and the Defendants received a defense verdict against the first two claimants and plaintiffs dismissed the claims of the ~~Partnership~~next ~~with~~two claimants. The ~~respect~~remaining two arbitrations will take place in April 2010. The Managing General Partner is uncertain as to the ~~new~~amount ~~mortgage~~of ~~financing~~any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

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

Environmental

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

Mold

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

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A(T). Controls and Procedures.

(a) Disclosure Controls and Procedures

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

Management’s Report on Internal Control Over Financial Reporting

The Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the principal executive and principal financial officers of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, and effected by the Partnership’s management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

· pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;

· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Partnership’s management; and

· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Partnership’s management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, ~~2008~~2009. In making this assessment, the Partnership’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based on their assessment, the Partnership’s management concluded that, as of December 31, ~~2008~~2009, the Partnership’s internal control over financial reporting is effective.

This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Partnership’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.

(b) Changes in Internal Control Over Financial Reporting.

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of ~~2008~~2009 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The names and ages of, as well as the positions and officers held by the present directors and officers of Angeles Realty Corporation II (“ARC II” or the “Managing General Partner”), the Managing General Partner of Angeles Income Properties, Ltd. II (the “Partnership” or “Registrant”) as of December 31, ~~2008~~2009, are set forth below. There are no family relationships between or among any officers or directors.

Name	Age	Position
Steven D. Cordes	3738	Director and Senior Vice President
Harry G. Alcock	46	Director and Executive Vice President
John Bezzant	47	Director and Senior Vice President
Timothy J. Beaudin	5051	President and Chief Operating Officer
David R. Robertson	43	President and Chief Financial Officer
Ernest M. Freedman	39	Executive Vice President and Chief Financial Officer
Lisa R. Cohn	4041	Executive Vice President, General Counsel and Secretary
Patti K. Fielding	45	Executive Vice President – Securities and Debt; Treasurer
Paul Beldin	36	Senior Vice President and Chief Accounting Officer
Paul Beldin	35	Senior Vice President and Chief Accounting Officer
Stephen B. Waters	48	Senior Director of Partnership Accounting
Stephen B. Waters	47	Vice President

Steven D. Cordes was appointed as a ~~Director~~ Director of the Managing General Partner effective March 2, 2009. Mr. Cordes has been a Senior Vice President of the Managing General Partner and AIMCO since May ~~2007. Mr. Cordes was appointed Senior Vice President –~~ ~~Structured Equity in May~~ 2007. Mr. Cordes joined AIMCO in 2001 as a Vice President of Capital Markets with responsibility for AIMCO’s joint ventures and equity capital markets activity. Prior to joining AIMCO, Mr. Cordes was a manager in the financial consulting practice of PricewaterhouseCoopers. Effective March 2009, Mr. Cordes was appointed to serve as the equivalent of the chief executive officer of the Partnership. Mr. Cordes brings particular expertise to the Board in the areas of asset management as well as finance and accounting.

~~Harry~~John G.Bezzant ~~Alcock~~ was ~~appointed~~ appointed as a Director of the Managing General Partner ineffective ~~October~~December ~~2004~~16, ~~and was~~2009. ~~appointed~~Mr. ~~Executive~~Bezzant has been a Senior Vice President of the Managing General Partner ~~in February~~and ~~2004~~AIMCO ~~and~~since ~~has~~joining ~~been~~AIMCO ~~Executive~~in ~~Vice~~June ~~President~~2006. Prior ofto joining AIMCO, ~~since~~from 2005 ~~October~~to ~~1999.~~ June 2006, Mr. ~~Alcock~~Bezzant ~~has~~was ~~had~~a ~~responsibility~~First ~~for~~Vice ~~acquisition~~President ~~and~~at ~~financing~~Prologis, ~~activities~~a ofDenver, ~~AIMCO~~Colorado-based ~~since~~real ~~July~~estate ~~1994~~investment trust, ~~serving~~and ~~as Vice President~~ from ~~July~~1986 ~~1996~~ to ~~October~~2005, ~~1997~~Mr. Bezzant ~~and~~served as ~~Senior~~ Vice President, ~~from~~Asset ~~October~~Management ~~1997~~at toCatellus ~~October~~Development ~~1999.~~Corporation, a San Francisco, California-based real estate investment trust. Mr. ~~Alcock~~ ~~focuses~~Bezzant onbrings ~~transactions~~particular ~~related~~expertise to ~~AIMCO’s~~the ~~portfolio~~Board ~~of properties~~ in the ~~western~~ ~~portion~~areas of ~~the~~real ~~United~~estate finance, ~~States~~property operations, sales and development.

Timothy J. Beaudin was appointed ~~Executive Vice~~ President and Chief ~~Development~~Operating Officer of AIMCO and the Managing General Partner ~~and~~in February 2009. He joined AIMCO and the Managing General Partner as Executive Vice President and Chief Development Officer in October 2005 and was appointed Executive Vice President and Chief Property Operating Officer of the Managing General Partner and AIMCO in October 2008. Mr. ~~Beaudin was promoted to President and Chief~~ ~~Operating Officer of AIMCO in February 2009. Mr.~~ Beaudin oversees conventional and affordable property operations, ~~and~~transactions, asset ~~information technology~~management, inand ~~addition to~~ redevelopment and construction services~~. He~~ isfor ~~also~~AIMCO ~~responsible~~and ~~for asset~~the ~~management~~Managing ~~for~~General ~~conventional properties~~Partner. Prior to joining AIMCO and beginning in 1995, Mr. Beaudin was with Catellus Development Corporation~~, a San Francisco, California-based real estate investment trust~~. During his last five years at Catellus, Mr. Beaudin served as Executive Vice President, with management responsibility for development, construction and asset management.

Ernest M. Freedman was appointed Executive Vice President and Chief Financial Officer of the Managing General Partner and AIMCO in November 2009. Mr. Freedman joined AIMCO in 2007 as Senior Vice President of Financial Planning and Analysis and has served as Senior Vice President of Finance since February 2009, responsible for financial planning, tax, accounting and related areas. Prior to joining AIMCO, from 2004 to 2007, Mr. Freedman served as chief financial officer of HEI Hotels and Resorts.

Lisa R. Cohn was appointed Executive Vice President, General Counsel and Secretary of the Managing General Partner and AIMCO in December 2007. From January 2004 to December 2007, Ms. Cohn served as Senior Vice President and Assistant General Counsel of AIMCO. Ms. Cohn joined AIMCO in July 2002 as Vice President and Assistant General Counsel. Prior to joining AIMCO, Ms. Cohn was in private practice with the law firm of Hogan and Hartson LLP.

~~Patti~~Paul K.Beldin ~~Fielding~~joined ~~was~~AIMCO in ~~appointed~~May ~~Executive~~2008 and has served as Senior Vice President -and ~~Securities~~Chief ~~and~~Accounting ~~Debt~~Officer of AIMCO and the Managing General Partner insince ~~February~~that ~~2004~~time. Prior ~~and~~to of joining AIMCO, inMr. ~~February~~Beldin ~~2003. Ms.~~served ~~Fielding~~as ~~was appointed~~controller ~~Treasurer~~and then as chief financial officer of America ~~AIMCO~~First ~~and~~Apartment ~~the~~Investors, ~~Managing~~Inc., ~~General~~a ~~Partner~~publicly intraded ~~January~~multifamily real ~~2005. Ms.~~estate ~~Fielding~~investment istrust, ~~responsible~~from ~~for~~May ~~debt~~2005 ~~financing~~to ~~and~~September 2007 when the ~~treasury~~company was ~~department~~acquired by Sentinel Real Estate Corporation. MsPrior to joining America First Apartment Investors, Inc., ~~Fielding~~Mr. ~~previously~~Beldin ~~served~~was asa ~~Senior~~senior ~~Vice~~manager ~~President~~at ~~- Securities~~Deloitte and Touche ~~Debt~~LLP, ofwhere ~~AIMCO~~he was employed from ~~January~~August ~~2000~~1996 to ~~February~~May ~~2003. Ms.~~2005, including two ~~Fielding~~years ~~joined~~as ~~AIMCO~~an inaudit ~~February~~manager ~~1997~~in asSEC aservices ~~Vice~~at ~~President~~Deloitte’s national office.

~~David~~Stephen RB. ~~Robertson~~Waters was appointed ~~President~~Senior ~~and~~Director ~~Chief~~of ~~Investment~~Partnership ~~Officer~~Accounting of AIMCO inand ~~February~~the ~~2009, and~~Managing onGeneral ~~March~~Partner 1,in June 2009,. Mr. heWaters ~~also~~has ~~became~~responsibility ~~Chief~~for partnership ~~Financial~~accounting ~~Officer~~with of AIMCO and serves as the principal financial officer of the Managing General Partner. Mr. ~~Robertson~~Waters joined AIMCO as ~~Executive~~a ~~Vice~~Director of ~~President~~Real Estate Accounting in ~~February~~September ~~2002~~1999 and ~~has~~was ~~served~~appointed asVice ~~Chief~~President ~~Investment~~of ~~Officer since~~the ~~March~~Managing ~~2007. In~~General ~~addition~~Partner toand ~~serving as~~ AIMCO’s ~~chief~~in ~~financial~~April ~~officer, Mr~~2004. ~~Robertson~~ Prior isto ~~responsible~~joining ~~for portfolio strategy~~AIMCO, ~~capital allocation,~~ ~~investments, joint ventures, asset management and transaction activities. Since February 1996,~~ Mr. ~~Robertson~~Waters ~~has~~was ~~served as Chairman of Robeks Corporation,~~ a ~~150-unit~~senior ~~privately~~manager ~~held~~at ~~chain~~Ernst of& ~~specialty~~Young ~~food stores that he founded~~LLP.

~~Paul~~The ~~Beldin~~Registrant ~~was~~is ~~appointed Senior~~not ~~Vice President and Chief Accounting Officer~~ aware of ~~AIMCO and~~ the ~~Managing General~~involvement ~~Partner~~ in ~~May~~any ~~2008. Mr.~~legal ~~Beldin~~proceedings ~~joined~~with ~~AIMCO~~respect ~~in May 2008. Prior~~ to that, Mr. Beldin served as controller and then as chief financial officer of America First Apartment Investors, Inc., a publicly traded multifamily real estate investment trust, from May 2005 to September 2007 when the ~~company~~directors ~~was acquired by Sentinel Real Estate Corporation. Prior to joining America First Apartment Investors, Inc., Mr. Beldin was a senior manager at Deloitte~~ and ~~Touche LLP, where he was employed from August 1996 to May 2005,~~ ~~including~~executive ~~two~~officers ~~years~~listed ~~as an audit manager~~ in ~~SEC~~this ~~services~~Item ~~at Deloitte’s national office~~10.

Stephen B. Waters was appointed Vice President of the Managing General Partner and AIMCO in April 2004. Mr. Waters previously served as a Director of Real Estate Accounting since joining AIMCO in September 1999. Mr. Waters has responsibility for partnership accounting with AIMCO and serves as the principal financial officer of the Managing General Partner.

One or more of the above persons are also directors and/or officers of a general partner (or general partner of a general partner) of limited partnerships which either have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15(d) of such Act. Further, one or more of the above persons are also officers of Apartment Investment and Management Company and the general partner of AIMCO Properties, L.P., entities that have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15 (d) of such Act.

The board of directors of the Managing General Partner does not have a separate audit committee. As such, the board of directors of the Managing General Partner fulfills the functions of an audit committee. The board of directors has determined that Steven D. Cordes meets the requirement of an "audit committee financial expert".

The directors and officers of the Managing General Partner with authority over the Partnership are all employees of subsidiaries of AIMCO. AIMCO has adopted a code of ethics that applies to such directors and officers that is posted on AIMCO's website (www.AIMCO.com). AIMCO's website is not incorporated by reference to this filing.

Item 11. Executive Compensation.

No remuneration was paid by the Partnership to any director or officer of the Managing General Partner during the year ended December 31, ~~2008~~2009.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Except as noted below, no person or entity was known by the Registrant to be the beneficial owner of more than 5% of the Limited Partnership Units (the “Units”) of the Registrant as of December 31, ~~2008~~2009.

Entity	Number of Units	Percentage
CooperRiverProperties, LLC
(an affiliate of AIMCO)	5,864	5.88%
AIMCO IPLP, L.P.
(an affiliate of AIMCO)	3,990	4.00%
Broad RiverProperties, LLC
(an affiliate of AIMCO)	8,908	8.92%
AIMCO Properties, L.P.
(an affiliate of AIMCO)	52,656	52.7677%

Cooper River Properties, LLC, AIMCO IPLP, L.P., and Broad River Properties, LLC are indirectly ultimately owned by AIMCO. Their business address is 55 Beattie Place, Greenville, South Carolina ~~29602~~29601.

AIMCO Properties, L.P. is indirectly ultimately controlled by AIMCO. Its business address is 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.

The Partnership knows of no contractual arrangements, the operation of the terms of, which may at a subsequent date result in a change in control of the Partnership, except for: Article 12.1 of the Agreement, which provide that upon a vote of the limited partners holding more than 50% of the then outstanding Units the general partners may be expelled from the Partnership upon 90 days written notice. In the event that successor general partners have been elected by limited partners holding more than 50% of the then outstanding Units and if said limited partners elect to continue the business of the Partnership, the Partnership is required to pay in cash to the expelled general partners an amount equal to the accrued and unpaid management fee described in Article 10 of the Agreement and to purchase the general partners' interest in the Partnership on the effective date of the expulsion, which shall be an amount equal to the difference between the balance of the general partners' capital account and the fair market value of the share of distributable net proceeds to which the general partners would be entitled. Such determination of the fair market value of the share of distributable net proceeds is defined in Article 12.2(b) of the Agreement.

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

Affiliates of the Managing General Partner ~~receive~~received 5% of gross receipts from both of the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $~~315~~283,000 and $~~300~~315,000 for the years ended December 31, ~~2008~~2009 and ~~2007~~ 2008, respectively, which are included in operating expenses ~~on the statements of operations included in “Item 8~~. ~~Financial Statements and Supplementary Data”.~~

Affiliates of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $~~301~~203,000 and $~~206~~301,000 for the years ended December 31, ~~2008~~2009 and ~~2007~~2008, respectively, which ~~are~~is included in general and administrative expenses, ~~and~~ investment properties onand ~~the~~gain ~~financial statements~~from ~~included~~sale inof discontinued ~~“Item 8~~operations. ~~Financial Statements and Supplementary Data”.~~ The portion of these reimbursements included in gain from sale of discontinued operations and investment properties for the ~~years~~ years ended December 31, ~~2008~~2009 and ~~2007~~2008 are construction management services ~~provided~~ provided by an affiliate of the Managing General Partner of approximately $~~183~~124,000 and $81183,000, respectively. At December 31, 2008, approximately $93,000 of of these reimbursements ~~remain~~were unpaid and are included in due to affiliates. There are ~~were~~ no such reimbursements outstanding at December 31, ~~2007~~2009.

The Partnership Agreement provides for a fee equal to 10% of "Net cash from operations," as defined in the Partnership Agreement, to be paid to the Managing General Partner for executive and administrative management services. There was no such fee earned by the Managing General Partner for the years ended December 31, ~~2008~~2009 and ~~2007~~2008. At December 31, ~~2008~~2009 and ~~2007~~2008 there were no outstanding fees owed to the Managing ~~General~~ General Partner.

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 iswas 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 be required to return this amount to the Partnership. This distribution was returned by the Managing General Partner to the Partnership during the year ended December 31, 2009 as a result of the limited partners not receiving a return of their original capital contributions plus the cumulative preferred return with the sales of the Partnership’s remaining two investment properties during 2009.

In accordance with the Partnership Agreement, during the year ended December 31, ~~2008~~2009, AIMCO Properties, L.P., an affiliate of the Managing General Partner, advanced to the Partnership approximately $682,000 to fund operating expenses, property taxes, and a rate lock deposit related to the refinancing at Landmark Apartments. During the year ended December 31, 2008, AIMCO Proprties, L.P., advanced the Partnership approximately $876,000 to fund operating expenses and capital improvements at the Partnership’s investment properties. The advances ~~bear~~bore interest at the prime rate plus 2% (5.~~25%~~ ~~at December 31, 2008).~~ Interest expense was approximately $54,000 and $11,000 for the ~~year~~years ended December 31, ~~2008. There~~2009 ~~were~~and ~~no such advances or interest expense during the year ended December 31~~2008, ~~2007~~respectively. At At December 31, 2008, there were outstanding advances and associated accrued interest of approximately $887,000, which ~~are~~were included in due to affiliates. ~~At December 31, 2007, there were no outstanding advances or~~ ~~associated~~During ~~accrued interest due to affiliates of~~ the ~~Managing~~year ~~General~~ended ~~Partner. Subsequent to~~ December 31, ~~2008~~2009, the Partnership ~~received~~repaid ~~additional~~the ~~advances of~~total ~~approximately~~outstanding ~~$317~~balance,~~000.~~ ~~The~~including ~~Partnership~~principal ~~may~~and ~~receive~~accrued ~~additional~~interest ~~advances~~ of ~~funds~~approximately ~~from~~$1,623,000 ~~AIMCO~~with ~~Properties,~~proceeds ~~L.P.~~from ~~although~~the ~~AIMCO~~sale ~~Properties,~~of LLandmark Apartments.P. isThere ~~not~~were ~~obligated to~~no ~~provide~~ such ~~advances. For~~repayments ~~more~~during ~~information~~the onyear ~~AIMCO~~ended ~~Properties~~December 31, L2008.~~P., including~~ ~~copies~~At ofDecember ~~its audited balance sheet~~31, ~~please~~2009 there ~~see~~are ~~its~~no ~~reports~~amounts ~~filed~~owed ~~with the~~to ~~Securities and Exchange Commission~~affiliates.

The Partnership ~~insures~~insured 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, general liability and vehicle liability. The Partnership ~~insures~~insured its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner. During the years ended December 31, ~~2008~~2009 and ~~2007~~2008, the Partnership was charged by AIMCO and its affiliates approximately $~~138~~79,000 and $~~167~~138,000, respectively, for insurance coverage and fees associated with policy claims administration.

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 71,418 limited partnership units (the “Units”) in the Partnership representing 71.5657% of the outstanding Units at December 31, ~~2008~~2009. A number of these Units were acquired pursuant to tender offers made by AIMCO or ~~its affiliates. It is possible that~~ ~~AIMCO or~~ its affiliates ~~will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L~~.~~P.,~~ ~~the operating partnership of AIMCO, either through private purchases or tender offers.~~ Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 71.5657% of the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership. Although the Managing General Partner owes fiduciary duties to the ~~limited~~ limited partners of the Partnership, the Managing General Partner also owes ~~fiduciary~~ fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.

Neither of the Managing General Partner’s directors is independent under the independence standards established for New York Stock Exchange listed companies as both directors are employed by the parent of the Managing General Partner.

Item 14. Principal Accounting Fees and Services.

The Managing General Partner has reappointed Ernst & Young LLP as independent auditors to audit the financial statements of the Partnership for ~~2009~~2010. The aggregate fees billed for services rendered by Ernst & Young LLP during the years ended December 31, ~~2008~~2009 and ~~2007~~2008 are described below.

Audit Fees. Fees for audit services totaled approximately $4746,000 and $4147,000 for ~~2008~~2009 and ~~2007~~2008, respectively. Fees for audit services also include fees for the reviews of the Partnership’s Quarterly Reports on Form 10-Q.

Tax Fees. Fees for tax services totaled approximately $1019,000 and $910,000 for ~~2008~~2009 and ~~2007~~2008, respectively.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) ~~Report~~ The following financial statements of ~~Independent~~ ~~Registered~~the ~~Public~~Partnership ~~Accounting~~are ~~Firm~~included in Item 8:

~~Balance~~Statement ~~Sheets~~of -Net Assets in Liquidation – December 31, ~~2008 and 2007~~2009.

~~Statements~~Balance ofSheet ~~Operations~~– ~~- Years ended~~ December 31, 2008 ~~and 2007~~.

Statements of ~~Changes in~~Discontinued ~~Partners'~~Operations ~~Deficit~~– - Years ended December 31, ~~2008~~2009 and ~~2007~~2008.

Statements of ~~Cash~~Changes ~~Flows -~~in Partners’ (Deficiency) Capital/Net Assets in Liquidation – Years ended December 31, ~~2008~~2009 and ~~2007~~2008.

Statements of Cash Flows – ~~Notes~~Years toended ~~Financial~~December ~~Statements~~31, 2009 and 2008.

~~Schedules~~Notes ~~are~~to ~~omitted for~~Financial ~~the reason that they are inapplicable or equivalent information has been included elsewhere herein~~Statements.

(b) See Exhibit Index.

The agreements included as exhibits to this Form 10-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-K not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-K and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly 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/Steven D. Cordes Steven D. Cordes Senior Vice President By: /s/Stephen B. Waters Stephen B. Waters ~~Vice~~Senior ~~President~~Director of Partnership Accounting Date: March 2430, ~~2009~~2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/Harry G. Alcock	Director and Executive	Date: March 24, 2009
/s/John Bezzant	Director and Senior	Date: March 30, 2010
Harry G. Alcock	Vice President
John Bezzant	Vice President
/s/Steven D. Cordes	Director and Senior	Date: March 2430, ~~2009~~2010
Steven D. Cordes	Vice President
/s/Stephen B. Waters	~~Vice~~Senior ~~President~~Director of Partnership	Date: March 2430, ~~2009~~2010
Stephen B. Waters	Accounting

ANGELES INCOME PROPERTIES, LTD. II

EXHIBIT INDEX

Exhibit Number Description of Exhibit

3.1 Amendment Agreement of Limited Partnership of the Partnership dated October 12, 1982 filed in the Partnership’s Annual Report on Form 10-K dated November 30, 1983, incorporated herein by reference.

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

10.31 Loan Agreement dated September 1, 2005 between Angeles Income Properties, Ltd. II, a California limited partnership, and GMAC Commercial Mortgage Bank, incorporated by reference to the Current Report on Form 8-K dated September 1, 2005.

10.32 Amended and Restated Loan Agreement dated September 1, 2005 between Angeles Income Properties, Ltd. II, a California limited partnership, and Federal Home Loan Mortgage Corporation, incorporated by reference to the Current Report on Form 8-K dated September 1, 2005.

10.33 Loan Agreement dated November 30, 2006, between Angeles Income Properties, Ltd. II, a California Limited partnership, and Capmark Bank, A Utah Industrial Bank, incorporated by reference to the Current Report on Form 8-K dated November 30, 2006.

10.34 Promissory Note dated November 30, 2006, between Angeles Income Properties, Ltd. II, a California Limited partnership, and Capmark Bank, A Utah Industrial Bank, incorporated by reference to the Current Report on Form 8-K dated November 30, 2006.

10.35 Guaranty dated November 30, 2006, between AIMCO Properties, L.P., a Delaware limited partnership, and Capmark Bank, A Utah Industrial Bank, incorporated by reference to the Current Report on Form 8-K dated November 30, 2006.

10.36 Multifamily Note dated August 31, 2007 between Angeles Income Properties, Ltd. II, a California limited partnership, and Capmark Bank, a Utah industrial bank, incorporated by reference to the Current Report on Form 8-K dated August 31, 2007.

10.37 Multifamily Note, dated March 11, 2009, between Landmark (NC), LLC, a Delaware limited liability company and Capmark Bank, a Utah industrial bank, incorporated by reference to the Current Report on Form 8-K dated March 11, 2009.

10.38 Multifamily Deed of Trust, Assignment of Rents and Security Agreement, dated March 11, 2009, between Landmark (NC), LLC, a Delaware limited liability company and Capmark Bank, a Utah industrial bank, incorporated by reference to the Current Report on Form 8-K dated March 11, 2009.

10.39 Guaranty, dated March 11, 2009, between AIMCO Properties, L.P., a Delaware limited partnership, and Capmark Bank, a Utah industrial bank, incorporated by reference to the Current Report on Form 8-K dated March 11, 2009.

10.40 Repair Escrow Agreement, dated March 11, 2009, between Landmark (NC), LLC, a Delaware limited liability company and Capmark Bank, a Utah industrial bank, incorporated by reference to the Current Report on Form 8-K dated March 11, 2009.

10.42 Purchase and Sale Contract between Landmark (NC), LLC, a Delaware limited liability company, and Pennsylvania Realty Group, Inc., a Pennsylvania corporation, dated July 31, 2009, incorporated by reference to the Current Report on Form 8-K dated July 31, 2009.

10.43 Purchase and Sale Contract between Angeles Income Properties, Ltd. II, a California limited partnership and Lighthouse Property Investments, LLC, a New Jersey limited liability company, dated August 5, 2009, incorporated by reference to the Current Report on Form 8-K dated August 5, 2009.

10.44 First Amendment to Purchase and Sale Contract between Landmark (NC), LLC, a Delaware limited liability company, and Pennsylvania Realty Group, Inc., a Pennsylvania corporation, dated August 18, 2009, incorporated by reference to the Current Report on Form 8-K dated August 18, 2009.

10.45 First Amendment to Purchase and Sale Contract between Angeles Income Properties, Ltd. II, a California limited partnership and Lighthouse Property Investments, LLC, a New Jersey limited liability company, dated August 25, 2009, incorporated by reference to the Current Report on Form 8-K dated August 25, 2009.

10.46 Second Amendment to Purchase and Sale Contract between Angeles Income Properties, Ltd. II, a California limited partnership, and Lighthouse Property Investments, LLC, a New Jersey limited liability company, dated September 4, 2009, incorporated by reference to the Current Report on Form 8-K dated September 4, 2009.

10.47 Second Amendment to Purchase and Sale Contract between Landmark (NC), LLC, a Delaware limited liability company, and Pennsylvania Realty Group, Inc., a Pennsylvania corporation, dated September 11, 2009, incorporated by reference to the Current Report on Form 8-K dated September 11, 2009.

10.48 Third Amendment to Purchase and Sale Contract between Landmark (NC), LLC, a Delaware limited liability company, and Pennsylvania Realty Group, Inc., a Pennsylvania corporation, dated September 30, 2009, incorporated by reference to the Current Report on Form 8-K dated September 30, 2009.

10.49 Third Amendment to Purchase and Sale Contract between Angeles Income Properties, Ltd. II, a California limited partnership, and Lighthouse Property Investments, LLC, a New Jersey limited liability company, dated October 16, 2009, incorporated by reference to the Current Report on Form 8-K dated October 16, 2009.

10.50 Fourth Amendment to Purchase and Sale Contract between Angeles Income Properties, Ltd. II, a Californialimited partnership, and Deer Creek Apartments, LLC, a New Jersey limited liability company, dated December 9, 2009, incorporated by reference to the Current Report on Form 8–K dated December 9, 2009.

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

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

32.1 Certification of equivalent of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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