ANGELES PARK COMMUNITIES LTD
10QSB, 1995-10-30
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)
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               FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report

                   (As last amended by 34-32231, eff. 6/3/93.)

                     U.S. Securities and Exchange Commission
                             Washington, D.C.  20549


                                   Form 10-QSB

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


                For the quarterly period ended September 30, 1995

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

                  For the transition period.........to.........

                         Commission file number 0-10199


                         ANGELES PARK COMMUNITIES, LTD.
        (Exact name of small business issuer as specified in its charter)


         California                                           95-3558497
(State or other jurisdiction of                             (IRS Employer
incorporation or organization)                              Identification No.)

One Insignia Financial Plaza, P.O. Box 1089
   Greenville, South Carolina                                   29602
(Address of principal executive offices)                      (Zip Code)


                    Issuer's telephone number (803) 239-1000
                                        


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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    


                       PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

a)                       ANGELES PARK COMMUNITIES, LTD.

                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
<TABLE>                                        
<CAPTION>                        September 30, 1995

<S>                                                               <C>
 Assets                                                                      

      Cash:                                                                  
      
      Unrestricted                                                 $   73,431
      
      Restricted--tenant security deposits                             18,946

   Accounts receivable                                                  5,483

   Escrow for taxes                                                   170,683

   Other assets                                                       344,122

   Investment properties:                                                    

      Land                                         $ 1,043,112               

      Buildings and related personal property        4,735,594               
                                                     5,778,706               

      Less accumulated depreciation                 (4,142,213)     1,636,493
                                                                  $ 2,249,158
   Liabilities and Partners' Deficit                                         

   Liabilities                                                               

      Accounts payable                                            $    37,595

      Tenant security deposits                                         18,946

      Accrued taxes                                                   124,306

      Other liabilities                                               115,954

      Mortgage notes payable                                        4,979,907
                                                                             

   Partners' Deficit                                                         

      General partners'                            $  (162,195)              
      Limited partners' (15,093 units issued                                 
         and outstanding)                           (2,865,355)    (3,027,550)
                                                                  $ 2,249,158


</TABLE>


[FN]
           See Accompanying Notes to Consolidated Financial Statements

b)                       ANGELES PARK COMMUNITIES, LTD.

                       CONSOLIDATED STATEMENTS OF OPERATIONS        
                                   (Unaudited)

<TABLE>
<CAPTION>
                                    Three Months Ended           Nine Months Ended
                                      September 30,                 September 30,   

<S>                             <C>          <C>            <C>           <C>
                                     1995        1994            1995          1994      

 Revenues:                                                                            

    Rental income               $  410,845    $ 394,813      $ 1,358,656   $ 1,287,356

    Other income                     3,037        5,179          100,440        15,677

       Total revenues              413,882      399,992        1,459,096     1,303,033

 Expenses:                                                                            

    Operating                      141,785      144,797          421,363       416,842

    General and administrative      35,300       42,360          118,719       148,894

    Property management fees        20,287       19,787           69,549        66,251

    Maintenance                     62,211       49,129          148,509       151,202

    Depreciation                    80,325       77,628          237,302       232,885

    Interest                       130,890      144,205          437,579       429,155

    Property taxes                  40,089       42,428          122,959       125,513

    Bad debt expense(recovery)       5,756           --         (744,244)           --

    Tenant reimbursements          (13,749)          --          (25,348)           --

       Total expenses              502,894      520,334          786,388     1,570,742

 (Loss) income before                                                                 
  extraordinary item               (89,012)    (120,342)         672,708      (267,709)

 Extraordinary gain on early                                                          
  extinguishment of debt                --           --               --         6,467

       Net (loss) income        $  (89,012)   $(120,342)     $   672,708    $ (261,242)

 Net (loss) income allocated                                                          
  to general partners (1%)      $     (890)   $  (1,203)     $     6,727    $   (2,612)

 Net (loss) income allocated                                                          
  to limited partners (99%)        (88,122)    (119,139)         665,981      (258,630)

       Net (loss) income        $  (89,012)   $(120,342)     $   672,708    $ (261,242)

 Per limited partnership                                                              
    unit:                                                                             

    (Loss) income before                                                 
       extraordinary item      $    (5.84)    $   (7.88)     $     44.13     $  (17.54)  

    Extraordinary gain                  --           --               --           .42   

       Net (loss) income       $    (5.84)    $   (7.88)     $     44.13     $  (17.12)  

</TABLE>

[FN]

           See Accompanying Notes to Consolidated Financial Statements

c)                       ANGELES PARK COMMUNITIES, LTD.

                 CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT 
<TABLE>    
 
<CAPTION>
                               September 30, 1995
                                  (Unaudited) 

<S>                                 <C>             <C>         <C>            <C>
                                                                              
                                        Limited                      
                                      Partnership     General    Limited
                                        Units        Partners    Partners       Total   

                                                                                        
 Original capital contributions          15,112     $   1,000  $15,112,000   $15,113,000

 Partners' deficit at                                                                   
    December 31, 1994                    15,093     $(168,922) $(3,531,336)  $(3,700,258)

 Net income for the nine months                                                         
    ended September 30, 1995                 --         6,727      665,981       672,708

 Partners' deficit at                                                                   
    September 30, 1995                   15,093     $(162,195) $(2,865,355)  $(3,027,550)


</TABLE>
[FN]
           See Accompanying Notes to Consolidated Financial Statements

d)                       ANGELES PARK COMMUNITIES, LTD.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS       

                                   (Unaudited)
<TABLE>
<CAPTION>                                                      Nine Months Ended
                                                                  September 30, 
   
<S>                                                         <C>              <C>      
                                                              1995            1994    
 Cash flows from operating activities:                                              

    Net income (loss)                                       $ 672,708    $  (261,242)

    Adjustments to reconcile net income (loss) to net                               
       cash provided by (used in) operating activities:                             

       Depreciation                                           237,302        232,885

       Amortization of loan costs                              49,939         17,005

       Extraordinary gain on early extinguishment of debt          --         (6,467)

       Bad debt expense                                         5,756             --

    Change in accounts:                                                             

       Restricted cash                                        (14,317)       (11,560)

       Accounts receivable                                    172,280          2,529

       Escrows for taxes                                     (159,269)        51,915

       Other assets                                          (749,109)       (23,054)

       Accounts payable                                         5,741         (4,045)

       Tenant security deposit liabilities                     12,695         12,123

       Accrued taxes                                           56,958        (39,580)

       Other liabilities                                     (144,344)      (215,965)

        Net cash provided by (used in) operating                                    
            activities                                        146,340       (245,456)

 Cash flows from investing activities:                                              

    Property improvements and replacements                    (34,914)       (17,410)

    Proceeds from AMIT investment                             750,000             --

        Net cash provided by (used in) investing                                    
            activities                                        715,086        (17,410)

 Cash flows from financing activities:                                              

    Payments on mortgage notes payable                       (937,503)       (30,156)

    Proceeds from refinancing                                      --      5,950,000

    Repayment of loans                                             --     (5,385,185)

    Loan costs                                                     --       (416,156)

        Net cash (used in) provided by financing                                    
            activities                                       (937,503)       118,503

 Net decrease in cash                                         (76,077)      (144,363)

 Cash at beginning of period                                  149,508        210,740

 Cash at end of period                                     $   73,431    $    66,377

 Supplemental disclosure of cash flow information:                                  

    Cash paid for interest                                 $  391,949    $   600,044

</TABLE>

[FN]
           See Accompanying Notes to Consolidated Financial Statements

e)                       ANGELES PARK COMMUNITIES, LTD.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

   The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of the Managing General Partner, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included.  Operating results for the nine month
period ended September 30, 1995, are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 1995.  For further
information, refer to the financial statements and footnotes thereto included in
the Partnership's annual report on Form 10-KSB for the fiscal year ended
December 31, 1994.

   Certain reclassifications have been made to the 1994 information to conform
to the 1995 presentation.

Note B - Transactions with Affiliated Parties

   The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities.  The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.  The following amounts were paid to the
Managing General Partner and affiliates during the nine months ended September
30, 1995 and 1994:

                                                      1995           1994 
                                                                              
    Property management fees                        $69,549         $66,251

    Reimbursement for services of affiliates         70,514          65,076

   The Partnership insures its properties under a master policy through an
agency and insurer unaffiliated with the Managing General Partner.  An affiliate
of the Managing General Partner acquired, in the acquisition of a business,
certain financial obligations from an insurance agency which was later acquired
by the agent who placed the current year's master policy.  The current agent
assumed the financial obligations to the affiliate of the Managing General
Partner, who receives payments on these obligations from the agent.  The amount
of the Partnership's insurance premiums accruing to the benefit of the affiliate
of the Managing General Partner by virtue of the agent's obligations is not
significant.

   In November 1992, Angeles Acceptance Pool, L.P. ("AAP"), a Delaware limited
partnership was organized to acquire and hold the obligations evidencing the
working capital loan previously provided to the Partnership by Angeles Capital
Investments, Inc. ("ACII").  Angeles Corporation  ("Angeles") is the 99% limited
partner of AAP and Angeles Acceptance Directives, Inc. ("AAD"), an affiliate of
the Managing General Partner, was, until April 14, 1995, the 1% general partner
of AAP.  On April 14, 1995, as part of a settlement of claims between 
affiliates of the Managing General Partner and Angeles, AAD resigned as 
general partner of AAP and simultaneously received a 1/2% limited
partner interest in AAP.  An affiliate of Angeles now serves as the 
general partner of AAP.  

   This working capital loan from AAP provided funding for the Partnership's
operating deficits in prior years.  Total interest expense for this loan was
$4,119 for the nine months ended September 30, 1994.  During the second quarter
of 1994, the principal and accrued interest due on this loan was paid in full as
a result of the refinancing of the mortgage indebtedness of the Partnership. 

  In July 1993, Angeles Mortgage Investment Trust ("AMIT"), a real estate
investment trust, formerly affiliated with Angeles, initiated litigation against
the Partnership and other partnerships which loaned money to AMIT seeking to
avoid repayment of such obligations.  The Partnership subsequently filed a
counterclaim against AMIT seeking to enforce the obligation, the principal
amount of which was $750,000 plus accrued interest from March 1993 ("AMIT
Obligation").

   MAE GP Corporation ("MAE GP"), an affiliate of the Managing General Partner,
owns 1,675,113 Class B Shares of AMIT.  MAE GP has the option to convert these
Class B Shares, in whole or in part, into Class A Shares on the basis of 1 Class
A Share for every 49 Class B Shares.  These Class B Shares entitle MAE GP to
receive 1% of the distributions of net cash distributed by AMIT.  These Class B
Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1% of the vote). 
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP had declined to vote these shares.  Since that date, MAE GP
voted its shares at the 1995 annual meeting in connection with the election of
trustees and other matters.  MAE GP has not exerted and continues to decline to
exert any management control over or participate in the management of AMIT. 
However, MAE GP may choose to vote these shares as it deems appropriate in the
future.

   On November 9, 1994, the Partnership executed a definitive Settlement
Agreement to settle the dispute with respect to the AMIT Obligation.  The actual
closing of the Settlement occurred April 14, 1995.  The Partnership's claim was
satisfied by a cash payment to the Partnership totalling $827,250 (the
"Settlement Amount") at closing.   

   As part of the above described settlement, MAE GP granted to AMIT an option
to acquire the Class B Shares owned by it.  This option can be exercised at the
end of 10 years or when all loans made by AMIT to partnerships affiliated with
MAE GP as of November 9, 1994, (which is the date of execution of a definitive
Settlement Agreement), have been paid in full, but in no event prior to November
9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which
occurred April 14, 1995, as payment for the option.  Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.

Note B - Transactions with Affiliated Parties - (continued)

   Simultaneously with the execution of the option, MAE GP executed an
irrevocable proxy in favor of AMIT the result of which is MAE GP will be able to
vote the Class B Shares on all matters except those involving transactions
between AMIT and MAE GP affiliated borrowers or the election of any MAE GP
affiliate as an officer or trustee of AMIT.  On those matters, MAE GP granted to
the AMIT trustees, in their capacity as trustees of AMIT, proxies with regard to
the Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.

   The Partnership filed a Proof of Claim in the bankruptcy proceeding of
Angeles concerning the Partnership's indebtedness to AAP.  The Proof of Claim
alleged that instead of causing the Partnership to pay AAP on account of such
debt, Angeles either itself or through an affiliate, caused the Partnership to
make payment to another Angeles affiliate.  To the extent that such action
resulted in the Partnership not receiving credit for the payments so made, the
Partnership would have been damaged in an amount equal to the misappropriated
payments.  On August 9, 1995, AAP acknowledged constructive receipt of such
payment and therefore, the Managing General Partner withdrew this claim.

   Finally, the Managing General Partner of the Partnership has been informed by
representatives of Angeles that, in connection with certain sales of properties
in prior years, the Partnership paid an incentive fee of $840,000 to Angeles
Real Estate Corporation ("ARECO"), a wholly owned subsidiary of Angeles.  The
last incentive fee, which was paid to ARECO without the knowledge of the current
management of the Managing General Partner in January 1993, was equal to 4% of
the sales price of the properties sold in 1992, or $167,000.  The Managing
General Partner originally believed that the  incentive fees previously paid
were not in accordance with the Partnership Agreement.  As a result, the
Partnership filed a claim against Angeles for the total fees, or $1,007,000. 
After investigating this matter further, it appears that the incentive fees may
have been paid in accordance with the terms of the Partnership Agreement or that
the manner in which they were paid may not give rise to a sustainable claim on
behalf of the Partnership.  However, it is possible that a claim for repayment
of some or all of these fees could arise at some point in the future if
sufficient distributions are not made to the partners to result in their
receiving their original capital investment plus a cumulative return of 6%. In
light of all of the facts and circumstances known at this time, the Managing
General Partner has determined that the likelihood of success and significant
recovery resulting from pursuit of a claim is not sufficient to warrant the
costs which the Partnership would incur to pursue the claim.  Therefore, the
Managing General Partner withdrew this claim on August 9, 1995.


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS 

   The Partnership's investment properties consist of one mobile home park and
one recreational vehicle park.  The following table sets forth the average
occupancy of the properties for the nine months ended September 30, 1995 and
1994:

                                                          
                                                       Average  
                                                          
                                                      Occupancy 
                                                                              
 Property                                         1995         1994

 Cloverleaf Farms                                                   
    Brooksville, Florida                           99%         100% 

 Cloverleaf Forest (1)                                              
    Brooksville, Florida                           68%          64% 
   

(1) This investment property is a recreational vehicle park and occupancy
typically declines during the second and third quarters.

   For the three and nine months ended September 30, 1995, the Partnership
generated a net loss and net income of $89,012 and $672,708, respectively, as
compared to a net loss for the three and nine months ended September 30, 1994,
of $120,342 and $261,242, respectively.  The increase in income for the nine
months ended September 30, 1995, can primarily be attributed to the recovery of
amounts previously written off as bad debt relating to a note receivable from
Angeles Mortgage Investment Trust ("AMIT") (See discussion below).    

   Total revenue increased for the three and nine months ended September 30,
1995, as compared to the three and nine months ended September 30, 1994,
primarily due to an increase in other income.  During the second quarter of
1995, the Partnership received $827,250 from AMIT in satisfaction of the
$750,000 note receivable that the Partnership had from AMIT, of which $77,250
related to accrued interest on the note.  In addition, the increase in rental
income  for the three and nine months ended September 30, 1995, versus the three
and nine months ended September 30, 1994, can be attributed to increased rental
rates at Cloverleaf Farms.  

   General and administrative expenses decreased for the three and nine months
ended September 30, 1995, as compared to the three and nine months ended
September 30, 1994, as a result of a decrease in legal expenses.  These legal
expenses incurred during 1994 resulted from negotiations with AMIT regarding the
note receivable.  Due to the cash received from the AMIT settlement, bad debt
recovery was recognized during 1995 in the amount of $750,000.  This balance
represents the principal amount on the note receivable from AMIT, which had
previously been reserved.  The bad debt expense of $5,756 for the third quarter
of 1995 can be attributed to several tenants at Cloverleaf Farms suffering from
deteriorating financial conditions resulting in delinquency in their payments;
therefore, the Partnership reserved a portion of the receivable relating to this
property during the three months ended September 30, 1995. 



   In addition, the Partnership executed an agreement with the tenants of the
Cloverleaf Farms investment property whereby certain operating, maintenance and
tax expenses will be passed through to the tenants.  The total of these
reimbursements was $25,348 for the nine months ended September 30, 1995.  In
June 1994, Cloverleaf Farms refinanced its previous mortgage indebtedness
creating an additional financing amounting to $950,000.  As part of this
refinancing, the Partnership was forgiven $6,467 in previously accrued 
interest.


   As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expense.  As part of this plan, the Managing General Partner attempts to protect
the Partnership from the burden of inflation-related increases in expenses by
increasing rents and maintaining a high overall occupancy level.  However, due
to changing market conditions, which can result in the use of rental concessions
and rental reductions to offset softening market conditions, there is no
guarantee that the Managing General Partner will be able to sustain such a plan.

   At September 30, 1995, the Partnership had unrestricted cash of $73,431 as
compared to $66,377 at September 30, 1994.  Net cash provided by operating
activities increased primarily due to the increased net income and the decrease
in accounts receivable relating to a receivable the Partnership had from a
previously owned investment property (See discussion below).  Net cash provided
by investing activities increased due to the receipt of $750,000, the principal
amount of the note receivable the Partnership had from AMIT.  Net cash used in
financing activities increased as a result of an $800,000 principal paydown on
the second mortgage for Cloverleaf Farms.

   The Partnership had a $325,000 receivable from the tenants of an investment
property that was sold in July 1987.  The receivable related to mandatory water
and sewer improvements imposed by the State of Florida.  The Partnership paid
for these improvements and expected to be reimbursed by the tenants.  Due to the
previous uncertainty of collection of such receivable, the Partnership fully
reserved for the receivable at December 31, 1993.  At December 31, 1994, the
Managing General Partner of the Partnership had reached an agreement as to the
settlement amount of this receivable, which amounted to $172,000.  As a result,
the Partnership received $172,000 as a final settlement of the receivable.  

   The sufficiency of existing liquid assets to meet future liquidity and
capital expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership.  Such assets are currently
thought to be sufficient for any near-term needs of the Partnership.  The
mortgage indebtedness of $4,979,907 consists of a first mortgage of $4,960,642,
which is being amortized over 30 years with a balloon payment of $4,692,343 due
on July 15, 2001, and a second mortgage of $19,265.  As mentioned previously,
the Partnership paid $800,000 in principal on the second mortgage in June 1995. 
This note will be paid off in November 1995.  The Managing General Partner is in
negotiations to sell the Partnership's remaining investment properties.  The
outcome of such negotiations is uncertain at this time.  If the properties are
not then sold, upon maturity of the first mortgage, the properties will either
be refinanced or sold.  Future cash distributions will depend on the levels of
net cash generated from operations, property sales and the availability of cash
reserves.  There were no cash distributions in the first nine months of 1995.


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

  In July 1993, Angeles Mortgage Investment Trust ("AMIT"), a real estate
investment trust, formerly affiliated with Angeles Corporation ("Angeles"),
initiated litigation against the Partnership and other partnerships which loaned
money to AMIT seeking to avoid repayment of such obligations.  The Partnership
subsequently filed a counterclaim against AMIT seeking to enforce the
obligation, the principal amount of which was $750,000 plus accrued interest
from March 1993 ("AMIT Obligation").

   MAE GP Corporation ("MAE GP"), an affiliate of the Managing General Partner,
owns 1,675,113 Class B Shares of AMIT.  MAE GP has the option to convert these
Class B Shares, in whole or in part, into Class A Shares on the basis of 1 Class
A Share for every 49 Class B Shares.  These Class B Shares entitle MAE GP to
receive 1% of the distributions of net cash distributed by AMIT.  These Class B
Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1% of the vote). 
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP has declined to vote these shares.  Since that date, MAE GP
voted its shares at the 1995 annual meeting in connection with the election of
trustees and other matters.  MAE GP has not exerted and continues to decline to
exert any management control over or participate in the management of AMIT. 
However, MAE GP may choose to vote these shares as it deems appropriate in the
future.

   On November 9, 1994, the Partnership executed a definitive Settlement
Agreement to settle the dispute with respect to the AMIT Obligation.  The actual
closing of the settlement occurred April 14, 1995.  The Partnership's claim was
satisfied by a cash payment to the Partnership totalling $827,250 (the
"Settlement Amount") at closing.   

   As part of the above described settlement, MAE GP granted to AMIT an option
to acquire the Class B Shares owned by it.  This option can be exercised at the
end of 10 years or when all loans made by AMIT to partnerships affiliated with
MAE GP as of November 9, 1994, (which is the date of execution of a definitive
Settlement Agreement) have been paid in full, but in no event prior to November
9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which
occurred April 14, 1995, as payment for the option.  Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.

   Simultaneously with the execution of the option, MAE GP executed an
irrevocable proxy in favor of AMIT the result of which is MAE GP will be able to
vote the Class B Shares on all matters except those involving transactions
between AMIT and MAE GP affiliated borrowers or the election of any MAE GP
affiliate as an officer or trustee of AMIT.  On those matters, MAE GP granted to
the AMIT trustees, in their capacity as trustees of AMIT, proxies with regard to
the Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.

   The Partnership filed a Proof of Claim in the bankruptcy proceeding of
Angeles concerning the Partnership's indebtedness to Angeles Acceptance Pool,
L.P. ("AAP").  The Proof of Claim alleged that, instead of causing the
Partnership to pay AAP on account of such debt, Angeles, either itself or
through an affiliate, caused the Partnership to make payment to another Angeles
affiliate.  To the extent that such action resulted in the Partnership not
receiving credit for the payments so made, the Partnership would have been
damaged in an amount equal to the misappropriated payments.  On August 9, 1995,
AAP acknowledged constructive receipt of such payment and therefore, the
Managing General Partner withdrew this claim.

   Finally, the Managing General Partner of the Partnership has been informed by
representatives of Angeles that, in connection with certain sales of properties
in prior years, the Partnership paid an incentive fee of $840,000 to Angeles
Real Estate Corporation ("ARECO"), a wholly owned subsidiary of Angeles.  The
last incentive fee, which was paid to ARECO without the knowledge of the current
management of the Managing General Partner in January 1993, was equal to 4% of
the sales price of the properties sold in 1992, or $167,000.  The Managing
General Partner originally believed that the  incentive fees previously paid
were not in accordance with the Partnership Agreement.  As a result, the
Partnership filed a claim against Angeles for the total fees, or $1,007,000. 
After investigating this matter further, it appears that the incentive fees may
have been paid in accordance with the terms of the Partnership Agreement or that
the manner in which they were paid may not give rise to a sustainable claim on
behalf of the Partnership.  However, it is possible that a claim for repayment
of some or all of these fees could arise at some point in the future if
sufficient distributions are not made to the partners to result in their
receiving their original capital investment plus a cumulative return of 6%. In
light of all of the facts and circumstances known at this time, the Managing
General Partner has determined that the likelihood of success and significant
recovery resulting from pursuit of a claim is not sufficient to warrant the
costs which the Partnership would incur to pursue the claim.  Therefore, the
Managing General Partner withdrew this claim on August 9, 1995.

   The Registrant is unaware of any other pending or outstanding litigation that
is not of a routine nature.  The Managing General Partner of the Registrant
believes that all such pending or outstanding litigation will be resolved
without a material adverse effect upon the business, financial condition or
operations of the Partnership.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a) Exhibits:  

            Exhibit 27 - Financial Data Schedule, is filed as an exhibit to this
            report.

         b) Reports on From 8-K:  None filed during the quarter ended September
            30, 1995.


                                   SIGNATURES


   In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





                                 ANGELES PARK COMMUNITIES, LTD. 
   
                                 By:   Angeles Realty Corporation
                                       Managing General Partner



                                 By:   /s/Carroll D. Vinson           
                                       Carroll D. Vinson
                                       President, Director    
                           



                                 By:   /s/Robert D. Long, Jr.           
                                       Robert D. Long, Jr.
                                       Controller and 
                                       Principal Accounting Officer
                           

                           
                                 Date: October 27, 1995



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