UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

Form 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2010

or

[ ]   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)

55 Beattie Place, PO Box 1089

Greenville, South Carolina  29602

(Address of principal executive offices)

(864) 239-1000

(Registrant’s telephone number, including area code)

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

[X] Yes [ ] No

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 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.

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

PART I – FINANCIAL INFORMATION

Item 1.     Financial Statements.

ANGELES INCOME PROPERTIES, LTD. II

STATEMENTS OF NET ASSETS IN LIQUIDATION

 (in thousands)

Note: The statement of net assets in liquidation at December 31, 2009 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.

See Accompanying Notes to Financial Statements

ANGELES INCOME PROPERTIES, LTD. II

STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION

(Unaudited)

(in thousands)

For the Three Months Ended March 31, 2010

See Accompanying Notes to Financial Statements

ANGELES INCOME PROPERTIES, LTD. II

STATEMENT OF DISCONTINUED OPERATIONS

(Unaudited)

(in thousands, except per unit data)

Three Months Ended March 31, 2009

See Accompanying Notes to Financial Statements

ANGELES INCOME PROPERTIES, LTD. II

STATEMENT OF CASH FLOWS

(Unaudited)

(in thousands)

Three Months Ended March 31, 2009

At December 31, 2008, approximately $136,000 of property improvements and replacements were included in accounts payable and are included in property improvements and replacements for the three months ended March 31, 2009.

See Accompanying Notes to Financial Statements

ANGELES INCOME PROPERTIES, LTD. II

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note A – Basis of Presentation

As of December 31, 2009, Angeles Income Properties, Ltd. II (the “Partnership” or “Registrant”) adopted the liquidation basis of accounting due to the sale of both of its remaining investment properties (as discussed in “Note E – Disposition of Investment Properties”).

As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its financial statements at December 31, 2009 to the liquidation basis of accounting. Consequently, assets have been valued at estimated net realizable value and liabilities are presented at their estimated settlement amounts, including estimated costs associated with carrying out the liquidation of the Partnership. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities could be higher or lower than amounts indicated and is based upon the managing general partner’s estimates as of the date of the financial statements.

Angeles 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 realization of assets and the settlement of liabilities is based on the Managing General Partner’s best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period.

The accompanying unaudited financial statements of the Partnership have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of the Managing General Partner, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

The accompanying statement of discontinued operations for the three months ended March 31, 2009 reflects the operations of Landmark Apartments and Deer Creek Apartments as loss from discontinued operations as a result of the sale of the respective properties to third parties on October 30, 2009 and December 18, 2009, respectively.

The Partnership’s management evaluated subsequent events through the time this Quarterly Report on Form 10-Q was filed.

Certain reclassifications have been made to the 2009 balances to conform to the 2010 presentation.

Note B – Adjustment to Liquidation Basis of Accounting

At December 31, 2009, in 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 of other assets and liabilities required to convert to the liquidation basis of accounting was a decrease in net assets of approximately $180,000.

Note C – Transactions with Affiliated Parties

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 received 5% of gross receipts from both of the Partnership’s former properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $78,000 for the three months ended March 31, 2009, which is included in operating expenses.

Affiliates of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $56,000 for the three months ended March 31, 2009, which is included in general and administrative expenses and investment properties. The portion of these reimbursements included in investment properties for the three months ended March 31, 2009 are construction management services provided by an affiliate of the Managing General Partner of approximately $34,000.

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 three months ended March 31, 2010 and 2009.

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 was 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.  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 three months ended March 31, 2009, AIMCO Properties, L.P., an affiliate of the Managing General Partner, advanced to the Partnership approximately $317,000 to fund operating expenses, property taxes, and a rate lock deposit related to the refinancing at Landmark Apartments. The advances bore interest at the prime rate plus 2% and interest expense was approximately $14,000 for the three months ended March 31, 2009. The Partnership repaid the total outstanding balance due to affiliates with proceeds from the sale of Landmark Apartments during 2009 (see Note E).

The Partnership insured its former properties up to certain limits through coverage provided by AIMCO which was 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 former properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner. During the year ended December 31, 2009, the Partnership was charged by AIMCO and its affiliates approximately $79,000 for insurance coverage and fees associated with policy claims administration.

Note D – Refinancing of Mortgage Notes Payable

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 of which approximately $100,000 was incurred during the three months ended March 31, 2009 and were included in other assets. During the three months ended March 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.

The mortgage loan for 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 E).

Note E – Disposition of Investment Properties

On October 30, 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. 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.

On December 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 Partnership were approximately $3,081,000 after payment of closing costs of approximately $882,000 and the assumption of the mortgages encumbering the property of approximately $22,946,000 by the buyer. The Partnership recognized a gain of approximately $22,140,000 as a result of the sale.  In addition, the Partnership recognized a loss on extinguishment of debt of approximately $513,000 as a result of the write off of unamortized loan costs and the payment of a loan assumption fee.

Note F – Distributions

The Partnership made no distributions during the three months ended March 31, 2010 and 2009. The distribution payable at March 31, 2010 and December 31, 2009 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. During the three months ended March 31, 2010 the Partnership paid approximately $433,000 of such nonresident withholding taxes. The remaining distribution payable of approximately $226,000 at March 31, 2010 will be paid with a future distribution.

Note G – Taxes Payable

The Partnership is subject to a New Jersey tax based upon a per partner fee multiplied by an applicable apportionment percentage. At December 31, 2009 the Partnership recorded an estimate of approximately $102,000 for the estimated New Jersey tax for 2010. This estimate was based on the actual New Jersey taxes owed for the year ended December 31, 2009 of $102,000. At December 31, 2009 the Partnership had accrued approximately $50,000 for the remaining balance it owed for its 2009 tax liability and approximately $102,000 for its estimated 2010 tax liability. During the three months ended March 31, 2010 the Partnership paid its remaining 2009 tax liability of approximately $50,000.

Note H – Contingencies

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 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 have been 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 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 next two claimants. The remaining two arbitration hearings took place in April 2010 and the Defendants are awaiting the results. 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.

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.

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

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Quarterly Report contains or may contain information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding the Partnership’s future financial performance 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: national and local economic conditions; the general level of interest rates; the terms of governmental regulations that affect the Partnership and interpretations of those regulations; 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 previously owned by the Partnership. Readers should carefully review the Partnership’s financial statements and the notes thereto, as well as the other documents the Partnership files from time to time with the Securities and Exchange Commission.

Results of Operations

As of December 31, 2009, the Partnership adopted the liquidation basis of accounting due to the sale of both its remaining investment properties, Landmark Apartments during October 2009 and Deer Creek Apartments during December 2009.

On October 30, 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.  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.

On December 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 Partnership were approximately $3,081,000 after payment of closing costs of approximately $882,000 and the assumption of the mortgages encumbering the property of approximately $22,946,000 by the buyer. The Partnership recognized a gain of approximately $22,140,000 as a result of the sale. In addition, the Partnership recognized a loss on extinguishment of debt of approximately $513,000 as a result of the write off of unamortized loan costs and the payment of a loan assumption fee.

As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its financial statements at December 31, 2009 to the liquidation basis of accounting. Consequently, assets have been valued at estimated net realizable value and liabilities are presented at their estimated settlement amounts, including estimated costs associated with carrying out the liquidation of the Partnership. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities could be higher or lower than amounts indicated and is based upon the Managing General Partner’s estimates as of the date of the financial statements.

During the three months ended March 31, 2010, net assets in liquidation increased by approximately $34,000. The increase in net assets in liquidation is primarily due to an adjustment to the sale accruals due to a change in the estimate of the remaining costs at the properties, partially offset by the write off of uncollectible receivables.

The statement of net assets in liquidation as of March 31, 2010 includes approximately $53,000 of costs that the Managing General Partner estimates will be incurred during the period of liquidation, based on the assumption that the liquidation process will be completed by September 30, 2010. Because the settlement of liabilities is based on the Managing General Partner’s best estimates, the liquidation period may be shorter or extended beyond the projected liquidation period.

The Partnership made no distributions during the three months ended March 31, 2010 and 2009. The distribution payable at March 31, 2010 and December 31, 2009 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. During the three months ended March 31, 2010 the Partnership paid approximately $433,000 of such nonresident withholding taxes. The remaining distribution payable of approximately $226,000 at March 31, 2010 will be paid with a future distribution.

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 limited partnership units (the "Units") in the Partnership representing 71.57% of the outstanding Units at March 31, 2010.  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 such voting decisions with respect to the Partnership.  Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the United States which require the Partnership to make estimates and assumptions.  The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.  

Impairment of Long-Lived Assets

Investment properties were recorded at cost, less accumulated depreciation, unless the carrying amount of the asset was not recoverable.  If events or circumstances indicated that the carrying amount of a property would not be recoverable, the Partnership made 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 exceeded the estimated aggregate undiscounted future cash flows, the Partnership recognized an impairment loss to the extent the carrying amount exceeded the estimated fair value of the property.

Real property investment is subject to varying degrees of risk.  Several factors may have adversely affected the economic performance and value of the Partnership’s investment properties. These factors included, but were not limited to, 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 have adversely 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 have 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 have caused an impairment of the Partnership’s assets.

Revenue Recognition

The Partnership generally 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.

Item 4T.    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.

(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 fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.     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 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 have been 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 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 next two claimants. The remaining two arbitration hearings took place in April 2010 and the Defendants are awaiting the results. 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.

Item 6.     Exhibits.

See Exhibit Index.

The agreements included as exhibits to this Form 10-Q 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-Q not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-Q 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 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

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.

10.42        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 California limited 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.