ANGELES OPPORTUNITY PROPERTIES LTD, 10KSB, 1998-03-25

ANGELES OPPORTUNITY PROPERTIES LTD
10KSB, 1998-03-25
REAL ESTATE

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FORM 10-KSB.-ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(d)
(As last amended by 34-31905, eff. 4/26/93)
FORM 10-KSB

(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]

For the fiscal year ended December 31, 1997

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]

For the transition period from to

Commission file number 0-16116

ANGELES OPPORTUNITY PROPERTIES, LTD.
(Name of small business issuer in its charter)

California
(State or other jurisdiction of 95-4052473
incorporation or organization) (I.R.S. Employer
Identification No.)
One Insignia Financial Plaza
P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)

(864) 239-1000
Issuer's telephone number

Securities registered under Section 12(b) of the Exchange Act:
None

Securities registered under Section 12(g) of the Exchange Act:

Units of Limited Partnership Interest
(Title of class)

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 [ ]

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year. $2,399,000

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. Market value information for Registrant's Partnership Interests is not
available. Should a trading market develop for these Interests, it is the
General Partner's belief that the aggregate market value of the voting
partnership interests would not exceed $25,000,000.

DOCUMENTS INCORPORATED BY REFERENCE
NONE

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Angeles Opportunity Properties, Ltd. (the "Partnership") is a publicly-held
limited partnership organized under the California Uniform Limited Partnership
Act pursuant to a Certificate and Agreement of Limited Partnership (hereinafter
referred to as the "Agreement") dated June 29, 1984, as amended. The
Partnership's general partner is Angeles Realty Corporation II (the "General
Partner"), a California corporation, which is a wholly-owned subsidiary of MAE
GP Corporation ("MAE GP"). Effective February 25, 1998, MAE GP was merged into
Insignia Properties Trust ("IPT"), which is an affiliate of Insignia Financial
Group, Inc. ("Insignia"). Thus the General Partner is now a wholly-owned
subsidiary of IPT. On March 17, 1998, Insignia entered into an agreement to
merge its national residential property management operations, and its
controlling interest in Insignia Properties Trust, with Apartment Investment and
Management Company ("AIMCO"), a publicly traded real estate investment trust.
The closing, which is anticipated to happen in the third quarter of 1998, is
subject to customary conditions, including government approvals and the approval
of Insignia's shareholders. If the closing occurs, AIMCO will then control the
General Partner of the Partnership.

The Partnership, through its public offering of Limited Partnership units, sold
12,425 units aggregating $12,425,000. The General Partner 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 interests in various types of real
property. The Partnership presently owns two investment properties. The
Partnership's 42.82% ownership interest in a joint venture property was
liquidated during 1997 upon the sale of the sole investment property of the
joint venture. The General Partner of the Partnership intends to maximize the
operating results and, ultimately, the net realizable value of each of the
Partnership's properties in order to achieve the best possible return for the
investors. Such results may best be achieved through property sales,
refinancings, debt restructurings or relinquishment of the assets. The
Partnership intends to evaluate each of its holdings periodically to determine
the most appropriate strategy for each of the assets.

The Partnership has no full time employees. The General Partner is vested with
full authority as to the general management and supervision of the business and
affairs of the Partnership. Limited Partners have no right to participate in
the management or conduct of such business and affairs. Insignia Residential
Group, L.P. provides day-to-day management services for the Partnership's
investment properties.

The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry. Each of its apartment
properties is located in or near a major urban area and, accordingly, competes
for rentals not only with similar apartment properties in its immediate area but
with hundreds of similar apartment properties throughout the urban area. Such
competition is primarily on the basis of location, rents, services and
amenities. In addition, the Partnership competes with significant numbers of
individuals and organizations (including similar partnerships, real estate
investment trusts and financial institutions) with respect to the sale of
improved real properties, primarily on the basis of the prices and terms of such
transactions.

ITEM 2. DESCRIPTION OF PROPERTIES:

The following table sets forth the Partnership's investments in properties:

Date of
Property Purchase Type of Ownership Use

Lake Meadows Apartments 3/31/88 Fee ownership subject to a Residential Rental
first and second mortgage 96 units

Lakewood Apartments 11/01/89 Fee ownership subject to Residential Rental
a first mortgage 256 units

SCHEDULE OF PROPERTIES (IN THOUSANDS):

Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis

Lake Meadows Apts. $ 2,326 $ 590 5-40 yrs S/L $ 1,789
Lakewood Apts. 5,968 1,324 5-40 yrs S/L 5,345

$ 8,294 $ 1,914 $ 7,134

See "Note A" of the financial statements included in "Item 7" for a description
of the Partnership's depreciation policy.

SCHEDULE OF MORTGAGES (IN THOUSANDS):

Principal Principal
Balance At Stated Balance
December 31, Interest Period Maturity Due At
Property 1997 Rate Amortized Date Maturity

Lake Meadows Apts.
1st mortgage $ 1,651 7.83% (1) 10/2003 $ 1,489
2nd mortgage 54 7.83% (2) 10/2003 54
Lakewood Apartments
1st mortgage 3,750 7.33% (2) 11/2003 3,750
5,455

Unamortized discount (23)

Total $ 5,432 $ 5,293

(1) The principal balance is being amortized over 343 months with a balloon
payment due October 15, 2003.

(2) Interest only payments.

SCHEDULE OF RENTAL RATES AND OCCUPANCY:

Average Annual Average
Rental Rates Occupancy
Property 1997 1996 1997 1996

Lake Meadows Apartments $6,852/unit $6,573/unit 97% 96%
Lakewood Apartments 6,456/unit 6,208/unit 98% 94%

The General Partner attributes the increase in occupancy at the Partnership's
properties to exterior rehabilitation projects, including exterior painting,
which were completed in 1996 and to effective marketing by property management.
Additionally, occupancy at Lakewood Apartments was low in 1996 due to highway
construction in front of the property in 1996 which made it difficult to attract
new tenants.

As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other residential apartment complexes in the area. The General
Partner believes that all of the properties are adequately insured. The multi-
family residential properties' lease terms are for one year or less. No
residential tenant leases 10% or more of the available rental space.

Schedule of Real Estate Taxes and Rates:
(dollar amounts in thousands)

1997 1997
Billing Rate

Lake Meadows Apartments $ 55 2.56%
Lakewood Apartments 169 2.95%

ITEM 3. LEGAL PROCEEDINGS

In January 1998 the Partnership and its General Partner were named as defendants
in a lawsuit brought by a limited partner of the Partnership alleging that the
General Partner has failed to perform its contractual obligations under the
Partnership Agreement. The General Partner believes that there is no merit to
the suit and intends to vigorously defend it.

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

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Unit holders of the Registrant did not vote on any matter during the fourth
quarter of the fiscal year covered by this report.

PART II

ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS

The Partnership, a publicly-held limited partnership, sold 12,425 Limited
Partnership Units during its offering period through June 25, 1988, and
currently has 1,724 Limited Partners of record. There is no intention to sell
additional Limited Partnership Units nor is there an established market for
these Units.

Total cash distributed was approximately $1,961,000 for the year ended December
31, 1997, consisting of approximately $1,930,000 to the limited partners and
approximately $31,000 to the General Partner. Total cash distributed was
approximately $303,000 for the year ended December 31, 1996, consisting of
$297,000 to the limited partners and approximately $6,000 to the General
Partner. The distribution made in 1997 consisted primarily of cash proceeds
from the refinancing of Lakewood Apartments in 1996 and receipts from the 1997
sale of the joint venture property. The cash distribution in 1996 was from cash
generated by operations. Future cash distributions will depend on the levels of
net cash generated from operations, refinancings, property sales, and the
availability of cash reserves.

Cash distributions per limited partnership unit have been declared and paid
during the two years ended December 31, 1997 and 1996 as follows:

Declaration Date Amount Per Unit

November 15, 1997 $ 59.76
May 15, 1997 95.61
May 15, 1996 23.90

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

Results of Operations

The Partnership realized net income for the year ended December 31, 1997, of
approximately $314,000 versus approximately $396,000 for the year ended December
31, 1996. The decrease in net income for the year ended December 31, 1997 is
primarily attributable to bad debt recovery recorded by the Partnership in 1996
as a result of the foreclosure of the property owned by Rolling Greens
Communities, Ltd. This decrease in net income was partially offset by an
increase in revenues and a decrease in operating expense and general and
administrative expenses. Revenues increased due to the increase in occupancy
levels. The General Partner attributes the increase in occupancy at the
Partnership's properties to exterior rehabilitation projects, including exterior
painting, which were completed in 1996 and to effective marketing by property
management. Additionally, occupancy at Lakewood Apartments was low in 1996 due
to highway construction in front of the property in 1996 which made it difficult
to attract new tenants. In addition, interest income increased due to higher
cash balances from the sale of the sole Joint Venture property during 1997.
Operating expense decreased as a result of an exterior painting project in 1996
at Lakewood Apartments property in order to enhance the appearance of the
property. The decrease in general and administrative expenses is primarily due
to a decrease in General Partner expense reimbursements. In addition, during
the year ended December 31, 1996 the Partnership realized an extraordinary loss
of $139,000, as a result of the refinancing of Lakewood Apartments.
The increase in equity in income of Joint Venture is the result of the write
down of the investment property of the sole Joint Venture property to fair
market value during 1996.

Included in operating expense in 1997 is approximately $55,000 of major repairs
and maintenance comprised of parking lot repairs, major landscaping and window
coverings. Included in operating expense in 1996 is approximately $180,000 of
major repairs and maintenance comprised of exterior painting, parking lot
repairs, major landscaping, and exterior building repairs.

As part of the ongoing business plan of the Partnership, the 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 expenses. As part of
this plan, the 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
General Partner will be able to sustain such a plan.

Capital Resources and Liquidity

At December 31, 1997, the Partnership had cash and cash equivalents of
approximately $697,000 as compared to approximately $1,836,000 at December 31,
1996. The net decrease and increase in cash and cash equivalents for the years
ended December 31, 1997 and 1996 is $1,139,000 and $756,000, respectively. Net
cash provided by operating activities increased for the year ended December 31,
1997, as compared to the year ended December 31, 1996, primarily due to an
increase in accrued property taxes due to the timing of payments and the bad
debt recovery in 1996 mentioned above. Partially offsetting the increase was a
decrease in receivables and deposits due to tax and insurance escrow payments.
Net cash provided by investing activities increased due to distributions from
the joint venture funded by cash proceeds received in 1997 relating to the sale
of the sole Joint Venture property. Net cash used in financing activities
increased due to increased distributions to partners in 1997; also the
Partnership did not refinance any long term borrowing in 1997.

Until 1993, the Partnership's assets included a note receivable ("Note") of
$1,850,000 from Rolling Greens Communities, Ltd. ("Borrower") collateralized by
a first trust deed on undeveloped commercial and mobile home park land adjacent
to Rolling Greens Communities ("Rolling Greens"). The note required interest
only payments computed at a 12.5% rate per annum with a maturity date of June
1997. The note was in default due to nonpayment and had been written down in
1993 to $1,070,000 which was the estimated value of the collateral less the
estimated cost to dispose of such collateral.

During 1992, a refinancing of the first mortgage on Rolling Greens was
consummated. As a concession to the new first mortgage holder, Angeles
Corporation ("Angeles"), a former affiliate of the General Partner and/or its
affiliates, released or caused to be released a lien on the developed portion of
the mobile home park, retaining a lien upon undeveloped commercial and park
zoned land as security for the Note. The Partnership was informed and believes
that the release of the lien was without consideration to the Partnership.

Proceeds from the refinanced first mortgage and an additional $450,000 that the
Partnership advanced to the Borrower in 1992 under this Note included in the
note amount of $1,850,000 were used by the Borrower to pay off (i) third trust
deed financing that had been provided by Angeles Mortgage Investment Trust
("AMIT"), a real estate investment trust, and (ii) unsecured advances payable to
Angeles. Subsequent to the refinancing of the first mortgage discussed above,
the developed portion of Rolling Greens was sold to a third party and a note
receivable was received by the Partnership as consideration.

On April 29, 1994, the Partnership, the Borrower and AMIT entered into an
agreement as to the distribution of the sales proceeds generated by the sale of
certain real estate owned by the Borrower. On August 29, 1994, the Partnership
received approximately $1,061,000 in proceeds as a partial settlement from the
above described Note.

During 1995, the Partnership and an affiliate of AMIT initiated foreclosure
proceedings under the terms of the Note, against the Borrower, relating to the
remaining security for the Note. On June 6, 1996, the collateralized property
was foreclosed upon, the Partnership and AMIT became joint owners of an
approximately 8,000 square foot retail strip shopping center and over 150 acres
of land with 42.82% and 57.18% ownership, respectively (see "Note F" for further
information). The Partnership recorded a bad debt recovery of approximately
$539,000, which was its proportionate share of the fair value of the property
foreclosed. On June 24, 1997 the Joint Venture sold the sole investment
property to an unaffiliated third party. Upon the sale the proceeds were
distributed to the owners.

In November 1992, MAE GP acquired 1,675,113 Class B Common Shares of AMIT. The
terms of the Class B Shares provide that they are convertible, in whole or in
part, into Class A Common Shares on the basis of 1 Class A Share for every 49
Class B Shares (however, in connection with the settlement agreement described
in the following paragraph, MAE GP has agreed not to convert the Class B Shares
so long as AMIT's option is outstanding). These Class B Shares entitle the
holder to receive 1% of the distributions of net cash distributed by AMIT
(however, in connection with the settlement agreement described in the following
paragraph, MAE GP agreed to waive its right to receive dividends and
distributions so long as AMIT's option is outstanding). The holder of the Class
B Shares is also entitled to vote on the same basis as the holders of Class A
Shares, providing the holder with approximately 39% of the total voting power of
AMIT (unless and until converted to Class A Shares, in which case the percentage
of the vote controlled represented by such shares would approximate 1.3% of the
total voting power of AMIT).

As part of a settlement of certain disputes with AMIT, 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 which were
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. In connection with
such settlement, AMIT delivered to MAE GP cash in the sum of $250,000 at closing
(which occurred April 14, 1995) as payment for the option. If and when the
option is exercised, AMIT will be required to remit to MAE GP an additional
$94,000.

Simultaneously with the execution of the option and as part of the settlement,
MAE GP executed an irrevocable proxy in favor of AMIT, which provides that the
holder of the Class B Shares is permitted to vote those 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. With
respect to such matters, the trustees of AMIT are required to vote (pursuant to
the irrevocable proxy) the Class B shares (as single block) in the same manner
as a majority of the Class A Shares are voted (to be determined without
consideration of the votes of "Excess Class A Shares" (as defined in Section
6.13 of AMIT's Declaration of Trust)).

Between its acquisition of the Class B shares (in November 1992) and March 31,
1995, MAE GP declined to vote these shares. Since that date, MAE GP voted its
shares at the 1995 and 1996 annual meetings in connection with the election of
trustees and other matters. In February 1998, MAE GP was merged into Insignia
Properties Trust ("IPT"), and in connection with that merger, MAE GP dividended
all of the Class B Shares to its sole stockholder, Metropolitan Asset
Enhancement, L.P. ("MAE"). As a result, MAE, as the holder of the Class B
shares, is now subject to the terms of the settlement agreement, option and
irrevocable proxy described in the two preceding paragraphs. Neither MAE GP nor
MAE has exerted and intends to exert any management control over or participate
in the management of AMIT. However, subject to the terms of the proxy described
below, MAE may choose to vote the Class B shares as it deems appropriate in the
future.

Liquidity Assistance L.L.C., which is an affiliate of the General Partner, MAE
and Insignia Financial Group, Inc. ("Insignia") (which provides property
management and partnership administration services to the Partnership), owned
96,800 Class A shares of AMIT at December 31, 1997. These Class A shares
represent approximately 2.2% of the total voting power of AMIT.

On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in
principle contemplating, among other things, a business combination of AMIT and
Insignia Properties Trust, an entity then owned 98% by Insignia and its
affiliates ("IPT"). On July 18, 1997, IPT, Insignia and MAE GP entered into a
definitive merger agreement pursuant to which (subject to shareholder approval
and certain other conditions, including the receipt by AMIT of a fairness
opinion from its investment bankers) AMIT would be merged with and into IPT,
with each Class A Share and Class B Share being converted into 1.625 and 0.0332
Common Shares of IPT, respectively. The foregoing exchange ratios are subject
to adjustment to account for dividends paid by AMIT from January 1, 1997 and
dividends paid by IPT from February 1, 1997. It is anticipated that Insignia
and its affiliates (including MAE) would own approximately 57% of post-merger
IPT when this transaction is consummated.

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 various 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 approximately $5,432,000 net of discount, is
interest only or is being amortized over 343 months with balloon payments due at
the maturity dates of October and November 2003, at which time the properties
will either be refinanced or sold. Total cash distributed was approximately
$1,961,000 for the year ended December 31, 1997, consisting of approximately
$1,930,000 to the limited partners and approximately $31,000 to the General
Partner. Total cash distributed was approximately $303,000 for the year ended
December 31, 1996, consisting of $297,000 to the limited partners and
approximately $6,000 to the General Partner. The distribution made in 1997
consisted primarily of cash proceeds from the refinancing of Lakewood Apartments
in 1996 and receipts from the 1997 sale of the joint venture property. The cash
distribution in 1996 was from cash generated by operations. Future cash
distributions will depend on the levels of net cash generated from operations,
refinancings, property sales, and the availability of cash reserves.

Year 2000

The Partnership is dependent upon the General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The General Partner believes that with modifications to
existing software and conversions to new software, the Year 2000 Issue will not
pose significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the
Partnership.

Other

Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this annual report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.

ITEM 7. FINANCIAL STATEMENTS

ANGELES OPPORTUNITY PROPERTIES, LTD.

LIST OF FINANCIAL STATEMENTS

Report of Ernst & Young LLP, Independent Auditors

Consolidated Balance Sheet - December 31, 1997

Consolidated Statements of Operations - Years ended December 31, 1997 and 1996

Consolidated Statements of Changes in Partners' Capital (Deficit) - Years
ended December 31, 1997 and 1996

Consolidated Statements of Cash Flows - Years ended December 31, 1997 and 1996

Notes to Consolidated Financial Statements

Report of Ernst & Young LLP, Independent Auditors

The Partners
Angeles Opportunity Properties, Ltd.

We have audited the accompanying consolidated balance sheet of Angeles
Opportunity Properties, Ltd. as of December 31, 1997, and the related
consolidated statements of operations, changes in partners' capital (deficit)
and cash flows for each of the two years in the period ended December 31, 1997.
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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Angeles
Opportunity Properties, Ltd. at December 31, 1997, and the consolidated results
of its operations and its cash flows for each of the two years in the period
ended December 31, 1997, in conformity with generally accepted accounting
principles.

/S/ ERNST & YOUNG LLP

Greenville, South Carolina
February 25, 1998,
except for Note I, as to which the date is
March 17, 1998

ANGELES OPPORTUNITY PROPERTIES, LTD.

CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)

December 31, 1997

Assets
Cash and cash equivalents $ 697
Receivables and deposits 266
Restricted escrows 247
Other assets 169
Investment properties (Notes B and G):
Land $ 956
Buildings and related personal property 7,338
8,294
Less accumulated depreciation (1,914) 6,380

$ 7,759

Liabilities and Partners' Capital (Deficit)

Liabilities
Accounts payable $ 19
Tenant security deposit liabilities 31
Accrued property taxes 224
Other liabilities 58
Mortgage notes payable (Notes B and G) 5,432

Partners' Capital (Deficit):
General partner's $ (98)
Limited partners' (12,425 units issued
and outstanding) 2,093 1,995
$ 7,759

See Accompanying Notes to Consolidated Financial Statements

ANGELES OPPORTUNITY PROPERTIES, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)

Years Ended December 31,
1997 1996
Revenues:
Rental income $ 2,246 $ 2,089
Other income 153 119
Bad debt recovery (Note E) -- 539
Total revenues 2,399 2,747

Expenses:
Operating 998 1,079
General and administrative 142 177
Depreciation 287 271
Interest 440 435
Property taxes 222 205
Total expenses 2,089 2,167

Income before equity in income of
joint venture and extraordinary loss 310 580

Equity in income (loss) of joint venture (Note F) 4 (45)

Income before extraordinary item 314 535

Extraordinary loss on debt refinancing (Note B) -- (139)

Net income $ 314 $ 396

Net income allocated
to general partner (1%) $ 3 $ 4
Net income allocated to
limited partners (99%) 311 392

Net income $ 314 $ 396

Per limited partnership unit:
Income before extraordinary item $ 25.03 $ 42.62
Extraordinary loss -- (11.07)
Net income $ 25.03 $ 31.55

See Accompanying Notes to Consolidated Financial Statements

ANGELES OPPORTUNITY PROPERTIES, LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)

<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner's Partners' Total
<S> <C> <C> <C> <C>
Original capital contributions 12,425 $ 1 $ 12,425 $ 12,426

Partners' (deficit) capital
at December 31, 1995 12,425 $ (68) $ 3,617 $ 3,549

Net income for the year
ended December 31, 1996 -- 4 392 396

Distributions to partners -- (6) (297) (303)

Partners' (deficit) capital at
December 31, 1996 12,425 (70) 3,712 3,642

Net income for the year
ended December 31, 1997 -- 3 311 314

Distributions to partners -- (31) (1,930) (1,961)

Partners' (deficit) capital at
December 31, 1997 12,425 $ (98) $ 2,093 $ 1,995
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

ANGELES OPPORTUNITY PROPERTIES, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Years Ended December 31,
1997 1996
Cash flows from operating activities:
Net income $ 314 $ 396
Adjustments to reconcile net income to
net cash provided by operating activities:
Equity in (income) loss of joint venture (4) 45
Depreciation 287 271
Amortization of discounts and loan costs 30 30
Extraordinary loss on debt refinancing -- 139
Bad debt recovery -- (539)
Change in accounts:
Receivables and deposits (129) 131
Other assets 3 (1)
Accounts payable (14) 3
Tenant security deposit liabilities (6) (6)
Accrued property taxes 137 (111)
Other liabilities 3 (34)

Net cash provided by operating activities 621 324

Cash flows from investing activities:
Property improvements and replacements (222) (243)
Distributions from Joint Venture 498 --
(Deposits to) withdrawals from restricted escrows (47) 51

Net cash provided by (used in)
investing activities 229 (192)

Cash flows from financing activities:
Proceeds from long term borrowing -- 3,750
Repayment of mortgage note payable -- (2,528)
Payments on mortgage notes payable (21) (124)
Costs paid to extinguish debt -- (51)
Loan costs (7) (120)
Distributions to partners (1,961) (303)

Net cash (used in) provided by
financing activities (1,989) 624

Net (decrease) increase in cash and cash equivalents (1,139) 756

Cash and cash equivalents at beginning of period 1,836 1,080

Cash and cash equivalents at end of period $ 697 $ 1,836

Supplemental disclosure of cash flow information:
Cash paid for interest $ 409 $ 405

See Accompanying Notes to Consolidated Financial Statements

ANGELES OPPORTUNITY PROPERTIES, LTD.

Notes to Consolidated Financial Statements

December 31, 1997

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization: Angeles Opportunity Properties, Ltd. ("Partnership") is a
California limited partnership organized in June 1984 to acquire and operate
residential and commercial real estate properties. The Partnership's general
partner is Angeles Realty Corporation II ("ARC II" or the "General Partner"),
which is a wholly-owned subsidiary of MAE GP Corporation ("MAE GP"). Effective
February 25, 1998, MAE GP was merged into Insignia Properties Trust ("IPT"),
which is an affiliate of Insignia Financial Group, Inc. ("Insignia"). Thus the
General Partner is now a wholly-owned subsidiary of IPT. As of December 31,
1997, the Partnership operates two residential properties located in Texas.

Principles of Consolidation: The consolidated financial statements of the
Partnership include its 99% limited partnership interests in AOP GP LP, New Lake
Meadows LP and Lakewood AOPL Ltd. The Partnership may remove the General
Partner of each of these 99% owned partnerships; therefore, the partnerships are
controlled and consolidated by the Partnership. All significant
interpartnership balances have been eliminated.

Joint Venture: The Partnership accounted for its 42.82% investment in a
property owned jointly with an affiliate of Angeles Mortgage Investment Trust
("AMIT") using the equity method of accounting. See "Note F".

Allocations to Partners: Allocations of Profits and Losses - In accordance
with the Partnership Agreement ("the Agreement"), any gain from the sale or
other disposition of Partnership assets will be allocated first to the General
Partner to the extent of the amount of any Incentive Interest (as defined below)
to which the General Partner is entitled. Any gain remaining after said
allocation will be allocated to the Limited Partners in proportion to their
interests in the Partnership; provided that the gain shall first be allocated to
Partners with negative account balances, in proportion to such balances, in an
amount equal to the sum of such negative capital account balances. The
Partnership will allocate other profits and losses 1% to the General Partner and
99% to the Limited Partners.

For financial reporting purposes, net income (loss) is allocated 1% to the
General Partner and 99% to the Limited Partners.

Distributions - Except as discussed below, the Partnership will allocate
distributions 1% to the General Partner and 99% to the Limited Partners.

Upon the sale or other disposition, or refinancing of any asset of the
Partnership, the Distributable Net Proceeds shall be distributed as follows: (i)
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; (ii) Second, to the Partners until Limited Partners
have received distributions from all sources equal to their 6% Cumulative
Distribution, (iii) Third, to the General Partner until it has received its
cumulative distributions in an amount equal to 3% of the aggregate disposition
prices of all real properties, mortgages or other investments sold (Initial
Incentive Interest); (iv) Fourth, to the Partners until the Limited Partners
have received distributions equal to their 4% (not compounded) Cumulative
Distribution, with certain Limited Partners receiving priority distributions
ranging from 2% to 6% per annum (not compounded); and (v) Fifth, thereafter, 76%
to the Partners in proportion to their interests and 24% to the General Partner
(Final Incentive Interest).

Depreciation: Depreciation is provided by the straight-line method over the
estimated lives of the investment properties and related personal property. For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 18 years for additions after March 15, 1984, and before
May 9, 1985, and 19 years for additions after May 8, 1985, and before January 1,
1987, and (2) for personal property over 5 years for additions prior to January
1, 1987. As a result of the Tax Reform Act of 1986, for additions after
December 31, 1986, the alternative depreciation system is used for depreciation
of (1) real property additions over 40 years, and (2) personal property
additions over 6-20 years.

Cash and Cash Equivalents: Includes cash on hand and in banks, demand deposits,
money market funds, and certificates of deposit with original maturities less
than 90 days. At certain times, the amount of cash deposited at a bank may
exceed the limit on insured deposits.

Investment Properties: Investment properties are stated at cost. Acquisition
fees are capitalized as a cost of real estate. The Partnership records
impairment losses on long-lived assets used in operations when events and
circumstances indicate that the assets might be impaired and the undiscounted
cash flows estimated to be generated by those assets are less than the carrying
amounts of those assets.

Loan Costs: Loan costs of approximately $217,000 are included in other assets
in the accompanying balance sheet and are being amortized on a straight-line
basis over the lives of the loans. At December 31, 1997, accumulated
amortization is approximately $58,000.

Security Deposits: The Partnership requires security deposits from lessees for
the duration of the lease and such deposits are included in receivables and
deposits. The security deposits are refunded when the tenant vacates, provided
the tenant has not damaged its space and is current on its rental payments.

Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In
addition, the General Partner's policy is to offer rental concessions during
particularly slow months or in response to heavy competition from other similar
complexes in the area. Concessions are charged to expense as incurred.

Restricted Escrows:

Capital Improvement - In conjunction with the refinancing of the Lake Meadows
Apartments mortgage note payable in 1993, the Partnership established a "Capital
Improvement Escrow" for certain capital improvements. At December 31, 1997, the
balance in the account was approximately $29,000. During the fourth quarter of
1996, the Partnership refinanced Lakewood Apartments mortgage note payable (see
"Note B"), funding a "Capital Improvement Escrow" in the amount of approximately
$126,000, which was the balance at December 31, 1997.

Reserve Account - A General Reserve Account was also established with the
refinancing of the Lake Meadows Apartments mortgage note payable. These funds
were earmarked for necessary repairs and replacements of existing improvements,
debt service, out-of-pocket expenses incurred for ordinary and necessary
administrative tasks, and payment of real property taxes and insurance premiums.
The Partnership was required to deposit net operating income (as defined in the
mortgage note) from the financed property to the reserve account until the
reserve account equaled $400 per apartment unit or $38,400. At December 31,
1997, this reserve totaled approximately $42,000 which includes interest earned
on these funds.

Replacement Reserves - The Partnership maintains a replacement reserve
with the holder of the mortgage note payable on Lakewood Apartments. These
funds are available for the maintenance of the property. The balance at
December 31, 1997 was approximately $50,000.

Advertising Costs: Advertising costs of approximately $51,000 in 1997 and
$56,000 in 1996 are charged to expense as incurred and are included in operating
expenses.

Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles 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.

Fair Value of Financial Instruments: The Partnership believes that the carrying
amount of its financial instruments (except for long term debt) approximates
their fair value due to the short term maturity of these instruments. The fair
value of the Partnership's long term debt, after discounting the scheduled loan
payments at an estimated borrowing rate currently available to the Partnership,
approximates its carrying balance.

Reclassification: Certain reclassifications have been made to the 1996 balances
to conform to the 1997 presentation.

NOTE B - NOTES PAYABLE

The principle terms of notes payable are as follows (in thousands):

Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1997

Lake Meadows Apts.
1st mortgage $ 13 7.83% 10/2003 $ 1,489 $ 1,651
2nd mortgage (a) (b) 7.83% 10/2003 54 54

Lakewood Apartments
1st mortgage (a) 23 7.33% 11/2003 3,750 3,750
5,455
Unamortized discount (23)
Totals $ 36 $ 5,293 $ 5,432

(a) Interest only payments.
(b) Monthly payment is less than $1,000.

The Partnership exercised an interest rate buy-down option for Lake Meadows when
the debt was refinanced in 1993, reducing the stated rate from 8.13% to 7.83%.
The fee for the interest rate reduction amounted to $35,000 and is being
amortized as a loan discount on the interest method over the life of the loan.
The discount fee is reflected as a reduction of the mortgage notes payable and
increases the effective rate of the debt to 8.13%.

During 1996, the Partnership refinanced the mortgage encumbering Lakewood
Apartments. The total mortgage principal indebtedness refinanced was
approximately $2,528,000. As a result of the refinancing, the Partnership paid
approximately $51,000 in prepayment penalties and wrote off approximately
$88,000 in unamortized loan costs, resulting in an extraordinary loss of
approximately $139,000. The refinancing replaced the aforementioned
indebtedness, which carried an interest rate of 10.38% with a maturity date of
March, 2008. The new mortgage indebtedness of $3,750,000 carries an interest
rate of 7.33% and has interest only payments until maturity at November, 2003.
Total capitalized loan costs incurred for the refinancing was approximately
$120,000 and is being amortized over the life of the loan.

The mortgage notes payable are nonrecourse and are secured by pledge of the
Partnership's rental properties and by pledge of revenues from the respective
rental properties. Certain of the notes include prepayment penalties if repaid
prior to maturity.

Scheduled principal payments of mortgage notes payable subsequent to December
31, 1997, are as follows (in thousands):

1998 $ 23
1999 25
2000 27
2001 30
2002 32
Thereafter 5,318
$ 5,455

NOTE C - INCOME TAXES

Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.

The following is a reconciliation of reported net income and Federal taxable
income (in thousands, except unit data):

1997 1996

Net income as reported $ 314 $ 396
Add (deduct):
Depreciation differences 51 49
Unearned income 41 (23)
Miscellaneous (4) (7)
Income from Rolling Green (47) 47

Federal taxable income $ 355 $ 462

Federal taxable income per
limited partnership unit $ 28.28 $ 36.78

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):

Net assets as reported $ 1,995
Land and buildings 202
Accumulated depreciation 552
Syndication and distribution costs 1,838
Other (2)
Net assets - Federal tax basis $ 4,585

NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES

The Partnership has no employees and is dependent on the 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 transactions with the General Partner and its
affiliates were incurred in 1997 and 1996 (in thousands):

1997 1996

Property management fees (included in
operating expenses) $ 117 $ 107

Reimbursement for services of affiliates,
including $11,000 and $31,000 of construction services
reimbursements in 1997 and 1996, respectively, (included
in general and administrative, operating expense and
investment properties) 94 144

In addition, during 1997 and 1996, the Partnership paid approximately $5,500 and
$21,000, respectively, to affiliates of the General Partner for reimbursement of
services related to the Lakewood loan refinancing (see "Note B"). These charges
have been capitalized as loan costs, and will be amortized over the life of the
loan.

For the period of January 1, 1996 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the General Partner. An affiliate of the 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 master policy. The
current agent assumed the financial obligations to the affiliate of the General
Partner who receives payment on these obligations from the agent. The amount of
the Partnership's insurance premiums accruing to the benefit of the affiliate of
the General Partner by virtue of the agent's obligations is not significant.

See "Note E" for discussion of transactions with AMIT.

NOTE E - NOTE RECEIVABLE

Until 1993, the Partnership's assets included a note receivable ("Note") of
$1,850,000 from Rolling Green Communities, Ltd. ("Borrower") collateralized by a
first trust deed on undeveloped commercial and mobile home park land adjacent to
Rolling Green Communities ("Rolling Greens"). The note required interest only
payments computed at a 12.5% rate per annum with a maturity date of June 1997.
The note was in default due to nonpayment and had been written down in 1993 to
$1,070,000 which was the estimated value of the collateral less the estimated
cost to dispose of such collateral.

Proceeds from the refinanced first mortgage and an additional $450,000 that the
Partnership advanced to the Borrower in 1992 under this Note included in the
note amount of $1,850,000 were used by the Borrower to pay off (i) third trust
deed financing that had been provided by AMIT, a real estate investment trust,
and (ii) unsecured advances payable to Angeles. Subsequent to the refinancing
of the first mortgage discussed above, the developed portion of Rolling Greens
was sold to a third party and a note receivable was received by the Partnership
as consideration.

During 1995, the Partnership and an affiliate of AMIT initiated foreclosure
proceedings under the terms of the Note, against the Borrower, relating to the
remaining security for the Note. On June 6, 1996, the collateralized property
was foreclosed upon and the Partnership and AMIT became joint owners of an
approximately 8,000 square foot retail strip shopping center and over 150 acres
of land with 42.82% and 57.18% ownership, respectively (see "Note F" for further
information). The Partnership recorded a bad debt recovery of approximately
$539,000, which was its proportionate share of the fair value of the property
foreclosed. On June 24, 1997, the Joint Venture sold its sole investment
property to an unaffiliated third party.

NOTE F - INVESTMENT IN JOINT VENTURE

The Partnership had a 42.82% interest in a property owned jointly by the
Partnership and an affiliate of AMIT ("Joint Venture").

The Partnership's equity interest in income of the Joint Venture for the period
ended December 31, 1997 was approximately $4,000. The Partnership's equity
interest in loss of the Joint Venture for the period ended December 31, 1996 was
approximately $45,000.

The Joint Venture's sole investment property was sold on June 24, 1997 for
approximately $1,175,000. Upon the sale of the Joint Venture property, the
proceeds were distributed to the owners. The Partnership's remaining equity in
the Joint Venture was received in November 1997.

NOTE G - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (IN THOUSANDS)

Initial Cost
To Partnership

Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition

Lake Meadows $ 1,682(1) $ 473 $ 1,584 $ 269
Lakewood 3,750 483 3,491 1,994
Totals $ 5,432 $ 956 $ 5,075 $ 2,263

(1) Net of a $23 unamortized discount

<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1997

Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
Lake Meadows $473 $ 1,853 $ 2,326 $ 590 3/31/88 5-40
Lakewood 483 5,485 5,968 1,324 11/01/89 5-40
Totals $956 $ 7,338 $ 8,294 $ 1,914
</TABLE>

The depreciable lives for buildings and building components are for 10 to 40
years. The depreciable lives for related personal property are for 5 to 7 years.

Reconciliation of "Investment Properties and Accumulated Depreciation":

Years Ended December 31,
1997 1996
Investment Properties

Balance at beginning of year $ 8,072 $ 7,992
Property improvements 222 80

Balance at End of Year $ 8,294 $ 8,072

Accumulated Depreciation

Balance at beginning of year $ 1,627 $ 1,356
Additions charged to expense 287 271

Balance at End of Year $ 1,914 $ 1,627

The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996 is approximately $8,496,000 and $8,274,000,
respectively. Accumulated depreciation for Federal income tax purposes at
December 31, 1997 and 1996 is approximately $1,362,000 and $1,125,000,
respectively.

NOTE H - LITIGATION

NOTE I - SUBSEQUENT EVENT

On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL
DISCLOSURES

None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

The names of the directors and executive officers of Angeles Realty Corporation
II ("ARC II"), the Partnership's General Partner, their ages and the nature of
all positions with ARC II presently held by them are as follows:

Name Age Position

Carroll D. Vinson 57 President and Director

Robert D. Long, Jr. 30 Vice President and Chief
Accounting Officer

William H. Jarrard, Jr. 51 Vice President

Daniel M. LeBey 32 Secretary

Kelley M. Buechler 40 Assistant Secretary

Prior to February 25, 1998 ARC II was a wholly-owned subsidiary of MAE GP
Corporation ("MAE GP"). Effective February 25, 1998, MAE GP was merged into
Insignia Properties Trust ("IPT"), which is an affiliate of Insignia. Thus the
General Partner is now a wholly-owned subsidiary of IPT.

Carroll D. Vinson has been President and Director of the General Partner and
President of Metropolitan Asset Enhancement, L.P. ("MAE"), and subsidiaries
since December 1, 1992. He has acted as Chief Operating Officer of IPT, an
affiliate of the General Partner, since May 1997. During 1993 to August 1994,
Mr. Vinson was affiliated with Crisp, Hughes & Co. (regional CPA firm) and
engaged in various other investment and consulting activities which included
portfolio acquisitions, asset dispositions, debt restructurings and financial
reporting. Briefly, in early 1993, Mr. Vinson served as President and Chief
Executive Officer of Angeles Corporation, a real estate investment firm. From
1991 to 1993, Mr. Vinson was employed by Insignia in various capacities
including Managing Director - President during 1991.

Robert D. Long, Jr. has been the Vice President and Chief Accounting Officer of
the General Partner since August 1994. Mr. Long joined MAE, an affiliate of
Insignia, in September 1993. Since 1994 he has acted as Vice President and
Chief Accounting Officer of the MAE subsidiaries. Mr. Long was an accountant
for Insignia until joining MAE in 1993. Prior to joining Insignia, Mr. Long was
an auditor for the State of Tennessee and was associated with the accounting
firm of Harsman Lewis and Associates.

William H. Jarrard, Jr. has been Vice President of the General Partner since
December 1, 1992. He has acted as Senior Vice President of IPT, parent of the
General Partner, since May 1997. Mr. Jarrard previously acted as Managing
Director - Partnership Administration of Insignia From January 1991 through
September 1997 and served as Managing Director - Partnership Administration and
Asset Management of Insignia from July 1994 until January 1996.

Daniel M. LeBey has been Secretary of the General Partner since January 29, 1998
and Insignia's Assistant Secretary since April 30, 1997. Since July 1996 he has
also served as Insignia's Associate General Counsel. From September 1992 until
June 1996, Mr. LeBey was an attorney with the law firm of Alston & Bird LLP,
Atlanta, Georgia.

Kelley M. Buechler has been Assistant Secretary of the General Partner since
December 1, 1992 and Assistant Secretary of Insignia since 1991.

ITEM 10. EXECUTIVE COMPENSATION

No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of the General Partner. The Partnership has no plan,
nor does the Partnership presently propose a plan, which will result in any
remuneration being paid to any officer or director upon termination of
employment. However, reimbursements and other payments have been made to the
Partnership's General Partner and its affiliates, as described in Item 12 below.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of January 1, 1998 no person was known to own of record or beneficially more
than five percent of the Limited Partnership Units of the Partnership.

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 as follows: Article 12.1 of the Agreement, which provides
that upon a vote of the Limited Partners holding more than 50% of the then
outstanding Limited Partnership Units the General Partner may be expelled from
the Partnership upon 90 days written notice. In the event that a successor
general partner has been elected by Limited Partners holding more than 50% of
the then outstanding Limited Partnership 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 Partner an amount equal to the accrued
and unpaid management fee described in Article 10 of the Agreement and to
purchase the General Partner's interest in the Partnership on the effective date
of the expulsion, which shall be an amount equal to the difference between (i)
the balance of the General Partner's capital account and (ii) the fair market
value of the share of Distributable Net Proceeds to which the General Partner
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.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

No transactions have occurred between the Partnership and any officer or
director of ARC II.

The following transactions with the General Partner and its affiliates were
incurred in 1997 and 1996 (in thousands):

1997 1996

Property management fees $ 117 $ 107

Reimbursement for services of affiliates,
including $11,000 and $31,000 of construction services
reimbursements in 1997 and 1996, respectively 94 144

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

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

(b) No Reports on Form 8-K were filed during the fourth quarter of
1997.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

ANGELES OPPORTUNITY PROPERTIES, LTD.
(A California Limited Partnership)
(Registrant)

By: Angeles Realty Corporation II
Its General Partner

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

Date: March 25, 1998

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities on the date
indicated.

/s/ Carroll D. Vinson President and Director March 25, 1998
Carroll D. Vinson

/s/ Robert D. Long, Jr. Vice President/CAO March 25, 1998
Robert D. Long, Jr.

ANGELES OPPORTUNITY PROPERTIES, LTD.

EXHIBIT INDEX

Exhibit Number Description of Exhibit

3.1 Amended Certificate and Agreement of the Limited Partnership
filed in the Partnership's prospectus dated July 7, 1986 which
is incorporated herein by reference.

10.1 Purchase and Sale Agreement with Exhibits - Lake Meadows
Apartments filed in Form 8K dated March 31, 1988, and is
incorporated herein by reference.

10.2 Purchase and Sale Agreement with Exhibits - Oquendo Warehouses
filed in form 8K dated April 26, 1988, and is incorporated
herein by reference.

10.3 Joint Venture Agreement - Lakewood Project Joint Venture filed
in From 10K dated December 31, 1990, and is incorporated herein
by reference.

10.4 General Partnership Agreement - AOPL-AMIT Rolling Greens Joint
Venture dated December 28, 1989, filed in Form 10K dated
December 31, 1990, and is incorporated herein by reference.

10.5 Stock Purchase Agreement dated November 24, 1992 showing the
purchase of 100% of the outstanding stock of Angeles Realty
Corporation II by IAP GP Corporation, a subsidiary of MAE GP
Corporation, filed in Form 8K dated December 31, 1992, which is
incorporated herein by reference.

10.6 Contracts related to the refinancing of debt.

(a) First Deeds of Trust and Security Agreements dated
September 30, 1993 between New Lake Meadows, L.P. and
Lexington Mortgage Company, a Virginia Corporation,
securing Lake Meadows Apartments.

(b) Second Deeds of Trust and Security Agreements dated
September 30, 1993 between New Lake Meadows, L.P. and
Lexington Mortgage Company, a Virginia Corporation,
securing Lake Meadows Apartments.

(c) First Assignments of Leases and Rents dated September 30,
1993 between New Lake Meadows, L.P. and Lexington Mortgage
Company, a Virginia Corporation, securing Lake Meadows
Apartments.

(d) Second Assignments of Leases and Rents dated September 30,
1993 between New Lake Meadows, L.P. and Lexington Mortgage
Company, a Virginia Corporation, securing Lake Meadows
Apartments.

(e) First Deeds of Trust Notes dated September 30, 1993 between
New Lake Meadows, L.P. and Lexington Mortgage Company,
relating to Lake Meadows Apartments.

(f) Second Deeds of Trust Notes dated September 30, 1993
between New Lake Meadows, L.P. and Lexington Mortgage
Company, relating to Lake Meadows Apartments.

10.7 Commercial Contract to Buy Real Estate between Angeles
Opportunity Properties, Ltd. and Paul Willet, Mark Nagle and
Kim Nagle dated August 1, 1994, documenting the sale of Oquendo
Warehouse located at 3550 West Quail Avenue.

10.8 Contract of Sale between Angeles Opportunity Properties, Ltd.
and Roberts Ranch Venture L.P. dated March 30, 1995,
documenting the sale of Oquendo Warehouse located at 3655 West
Quail and 3600 West Oquendo.

27 Financial Data Schedule

10.9 Multifamily Note dated November 1, 1996, between Lakewood AOPL
and Lehman Brothers Holdings Inc., a Delaware Corporation,
securing Lakewood Apartments.

99.1 Partnership prospectus filed in registration statement dated
June 26, 1987, which is incorporated herein by reference.

99.2 Agreement of Limited Partnership for AOP GP Limited Partnership,
L.P. and Angeles Opportunity Properties, Ltd. entered into on
September 9, 1993.

99.3 Agreement of Limited Partnership for New Lake Meadows, L.P.
between AOP GP Limited Partnership, L.P. and Angeles Opportunity
Properties, Ltd. entered into on September 9, 1993.

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Opportunity Properties, Ltd. 1997 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000789282
<NAME> ANGELES OPPORTUNITY PROPERTIES, LTD.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 697
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 8,294
<DEPRECIATION> (1,914)
<TOTAL-ASSETS> 7,759
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 5,432
0
0
<COMMON> 0
<OTHER-SE> 1,995
<TOTAL-LIABILITY-AND-EQUITY> 7,759
<SALES> 0
<TOTAL-REVENUES> 2,399
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,089
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 440
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 314
<EPS-PRIMARY> 25.03<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>

</TABLE>