UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~July~~October 3118, 2010

ANGELES PARTNERS X

(Exact name of Registrant as specified in its charter)

California 0-10304 95-3557899

(State or other jurisdiction (Commission (I.R.S. Employer

of incorporation) File Number) Identification Number)

55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

(864) 239-1000

(Issuer's telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Intointo a Material Definitive Agreement.

~~Please~~Angeles Partners X, a ~~see~~California limited partnership, (the ~~description~~“Registrant”), ~~under~~owns ~~Item~~a 299% interest in Carriage APX, a Michigan limited partnership (the “Partnership”).03The ~~below~~Partnership owns Carriage Hills Apartments (“Carriage Hills”), a 143-unit apartment complex located in East Lansing, Michigan. On October 18, 2010 (the “Effective Date”), the Partnership entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, DTN Development Group, Inc., a Michigan corporation (the “Purchaser”), to sell Carriage Hills to the Purchaser for a total sales price of $7,100,000.

~~Item~~The following ~~2.03~~is ~~Creation~~a summary of athe ~~Direct~~terms ~~Financial~~and ~~Obligation~~conditions orof anthe ~~Obligation~~Purchase ~~Under~~Agreement, which ansummary ~~Off-Balance~~is ~~Sheet~~qualified ~~Arrangement~~in ofits entirety by reference to the Purchase Agreement, a ~~Registrant~~copy of which is attached as an exhibit.

~~Angeles~~PURCHASE ~~Partners~~PRICE. The X,total apurchase ~~California~~price ~~limited~~is ~~partnership~~$7, ~~(the “Registrant”)~~100,000, ~~owns~~subject ato ~~99%~~certain ~~interest~~prorations ~~in Carriage~~and ~~APX,~~adjustments aat ~~Michigan limited partnership (~~the ~~“Partnership”)~~ closing. The ~~Partnership~~Purchaser ~~owns~~agreed ~~Carriage~~to ~~Hills Apartments~~deliver ~~(“Carriage~~an ~~Hills”),~~initial adeposit ~~143-unit~~of ~~apartment~~$75,000 ~~complex~~to the ~~located~~escrow inagent ~~East Lansing,~~within ~~Michigan.~~two Asbusiness ~~previously~~days ~~disclosed,~~following the ~~mortgage~~Effective ~~debt encumbering~~Date. On ~~Carriage~~or ~~Hills~~before isthe ~~financed~~feasibility ~~under~~date aof ~~secured~~November ~~real estate facility (“Secured Credit Facility”) with AEGON USA Realty Advisors~~17, ~~LLC~~2010, anthe ~~Iowa~~Purchaser ~~limited~~is ~~liability~~required ~~company~~to ~~(“AEGON”).~~deliver ~~The~~to ~~Secured~~the ~~Credit~~escrow ~~Facility~~agent ~~has~~an aadditional ~~maturity~~deposit ~~date~~ of ~~October 1~~$75, ~~2010~~000. If (the ~~“Initial Maturity Date”), with two one-year extension options.~~ ~~The~~Purchaser ~~Secured~~fails ~~Credit~~to ~~Facility~~notify ~~provides~~the ~~mortgage~~Partnership ~~loans~~in onwriting ~~properties~~of ~~owned~~its byintent ~~other~~to terminate ~~partnerships~~the ~~that~~contract ~~are~~prior ~~affiliated~~to ~~with~~November ~~the~~17, ~~general~~2010, ~~partner (~~the ~~“General Partner”)~~initial ofdeposit ~~the~~will ~~Registrant~~become non-refundable.

OnCLOSING. The ~~July~~expected 31closing date of the transaction is December 30, 2010. The Purchaser has until December 2, an2010 ~~affiliate~~to ofobtain financing for the ~~General Partner~~purchase. ~~exercised~~The ~~its~~Purchaser has ~~option~~the right to extend the ~~maturity~~deadline ~~date~~to ofobtain ~~the~~financing ~~Secured Credit Facility~~ to ~~October~~December 117, ~~2011. In~~2010 ~~addition,~~by delivering anwritten ~~affiliate~~notice ofto the ~~General~~Partnership no later than November 27, 2010, ~~Partner~~along ~~paid~~with an ~~extension~~additional ~~fee~~deposit of ~~approximately~~ $8620,000,. ~~approximately~~The ~~$14,000~~Purchaser ~~of which~~has ~~was~~the ~~allocated~~right to terminate the ~~Partnership. If~~contract ~~the~~by ~~Partnership~~delivering ~~repays~~written ~~the mortgage~~notice ~~loan~~to ~~encumbering~~the ~~Carriage~~Partnership ~~Hills~~on ~~prior~~or before to the ~~Initial~~deadline ~~Maturity~~to ~~Date,~~obtain ~~the portion~~financing. ofThe ~~the~~closing ~~extension~~is ~~fee~~also ~~allocated~~subject to customary ~~the~~closing ~~Partnership~~conditions ~~will~~and ~~be refunded~~deliveries.

COSTS AND FEES. The Partnership agreed to pay the base premium with respect to the title policy, the cost of recording any instruments required to discharge any liens or encumbrances against Carriage Hills, one-half of the customary closing costs of the escrow agent, and all transfer, gross receipts or similar taxes. The Purchaser agreed to pay costs relating to procurement of any requested endorsements to the title policy, the costs to record the deed and one-half of the customary closing costs of the escrow agent.

REPRESENTATIONS AND WARRANTIES. The Partnership and the Purchaser each made limited representations and warranties to the other.

RISK OF LOSS. The risk of loss or damage to Carriage Hills by reason of any insured or uninsured casualty during the period through and including the closing date equal to or less than $500,000 will be borne by the Partnership. The Partnership must maintain in full force and effect until the closing date all existing insurance coverage on Carriage Hills.

ASSIGNMENT. With the exception of an assignment to an affiliate of the Purchaser, the Purchase Agreement is not assignable by the Purchaser without first obtaining the prior written approval of the Partnership.

DEFAULTS AND REMEDIES. If the Purchaser defaults on its obligations to deliver, when required, any required deposits, the purchase price or any other specified deliveries, then the Purchaser will forfeit its deposits to the Partnership, and neither party will be obligated to proceed with the purchase and sale. The Partnership expressly waived the remedies of specific performance and additional damages for any such defaults by the Purchaser.

If the Partnership, prior to the closing, defaults in its representations, warranties, covenants, or obligations, then the Purchaser has the option of (i) terminating the Purchase Agreement, receiving a return of its deposits, and recovering, as its sole recoverable damages its documented direct and actual out-of-pocket expenses and costs up to $75,000 or (ii), subject to certain conditions, seeking specific performance of the Partnership’s obligation to deliver the deed pursuant to the Purchase Agreement.

Item 9.01 Financial Statements and Exhibits

10.26 Purchase and Sale Contract between Carriage APX, a Michigan limited partnership and DTN Development Group, Inc., a Michigan corporation, dated October 18, 2010.*

*Schedules and supplemental materials to the exhibits have been omitted but will be provided to the Securities and Exchange Commission upon request.

The agreements included as exhibits to this Form 8-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 Registrant 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 8-K not misleading. Additional information about the Registrant may be found elsewhere in this Form 8-K and the Registrant’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

SIGNATURE

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

ANGELES PARTNERS X

By: Angeles Realty Corporation

General Partner

By: /s/Stephen B. Waters

Stephen B. Waters

Senior Director of Partnership Accounting

Date: ~~August~~October 522, 2010

Filing Compare · ANGELES PARTNERS X