ANGELES OPPORTUNITY PROPERTIES LTD
10QSB, 1998-11-12
REAL ESTATE
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   FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                        QUARTERLY OR TRANSITIONAL REPORT

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


                                  FORM 10-QSB
(Mark One)

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


               For the quarterly period ended September 30, 1998


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

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

                         Commission file number 0-16116


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

         California                                           95-4052473
(State or other jurisdiction of                             (IRS Employer
incorporation or organization)                            Identification No.)

                                55 Beattie Place
                                 P. O. Box 1089
                       Greenville, South Carolina  29602
                    (Address of principal executive offices)


                                 (864) 239-1000
                          (Issuer's telephone number)


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 OPPORTUNITY PROPERTIES, LTD.

                           CONSOLIDATED BALANCE SHEET
                                  (Unaudited)
                        (in thousands, except unit data)

                               September 30, 1998


Assets
 Cash and cash equivalents                                         $    808
 Receivables and deposits                                               251
 Restricted escrows                                                     271
 Other assets                                                           143
 Investment properties:
  Land                                               $    956
  Buildings and related personal property               7,417
                                                        8,373
    Less accumulated depreciation                      (2,130)        6,243
                                                                   $  7,716

Liabilities and Partners' Capital (Deficit)

Liabilities
 Accounts payable                                                  $     22
 Tenant security deposit liabilities                                     27
 Accrued property taxes                                                 177
 Other liabilities                                                       85
 Mortgage notes payable                                               5,419

Partners' Capital (Deficit):
 General partner's                                   $    (98)
 Limited partners' (12,425 units issued                 2,084         1,986
   and outstanding)                                                $  7,716


          See Accompanying Notes to Consolidated Financial Statements


b)
                      ANGELES OPPORTUNITY PROPERTIES, LTD.

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



                                     Three Months Ended   Nine Months Ended
                                        September 30,       September 30,
                                       1998      1997      1998      1997
Revenues:
 Rental income                       $   592   $   564    $ 1,745   $ 1,669
 Other income                             35        43        108       118
   Total revenues                        627       607      1,853     1,787

Expenses:
 Operating                               252       259        759       751
 General and administrative               58        54        130       123
 Depreciation                             72        72        216       213
 Interest                                110       110        330       330
 Property taxes                           59        53        177       157
   Total expenses                        551       548      1,612     1,574

Equity in income (loss) of joint
 venture                                  --        (2)        --         4

Net income                           $    76   $    57    $   241   $   217

Net income allocated
 to general partner (1%)             $     1   $    --    $     2   $     2
Net income allocated
 to limited partners (99%)                75        57        239       215

Net income                           $    76   $    57    $   241   $   217

Net income per limited
 partnership unit                    $  6.05   $  4.55    $ 19.20   $ 17.30

Distributions per limited
 partnership unit                    $    --   $    --    $ 19.96   $ 95.61

          See Accompanying Notes to Consolidated Financial Statements


c)
                      ANGELES OPPORTUNITY PROPERTIES, LTD.

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

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

Partners' capital (deficit) at
  December 31, 1997                12,425         $  (98)   $  2,093   $  1,995

Distributions to partners              --             (2)       (248)      (250)

Net income for the nine months
  ended September 30, 1998             --              2         239        241

Partners' capital (deficit) at
  September 30, 1998               12,425         $  (98)   $  2,084   $  1,986
<FN>
          See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

 d)
                      ANGELES OPPORTUNITY PROPERTIES, LTD.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                 (in thousands)



                                                           Nine Months Ended
                                                             September 30,
                                                            1998       1997
Cash flows from operating activities:
  Net income                                               $  241     $  217
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Equity in income of joint venture                          --         (4)
    Depreciation                                              216        213
    Amortization of loan costs and discounts                   24         23
    Change in accounts:
      Receivables and deposits                                 15        (70)
      Other assets                                              6         (1)
      Accounts payable                                          3         (5)
      Tenant security deposit liabilities                      (4)        (5)
      Accrued property taxes                                  (47)        72
      Other liabilities                                        27         24

  Net cash provided by operating activities                   481        464

Cash flows from investing activities:
  Property improvements and replacements                      (79)      (170)
  Distributions from joint venture                             --        459
  Net deposits to restricted escrows                          (24)       (19)

  Net cash (used in) provided by investing activities        (103)       270

Cash flows from financing activities:
  Payments on mortgage notes payable                          (17)       (16)
  Distributions to partners                                  (250)    (1,210)
  Loan costs                                                   --         (7)

  Net cash used in financing activities                      (267)    (1,233)

Net increase (decrease) in cash and cash equivalents          111       (499)

Cash and cash equivalents at beginning of period              697      1,836

Cash and cash equivalents at end of period                $   808    $ 1,337

Supplemental disclosure of cash flow information:
  Cash paid for interest                                  $   306    $   307

        See Accompanying Notes to Consolidated Financial Statements


e)                      ANGELES OPPORTUNITY PROPERTIES, LTD.

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)

NOTE A - BASIS OF PRESENTATION

The accompanying unaudited financial statements of Angeles Opportunity
Properties, Ltd. (the "Partnership") 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 Angeles Realty Corporation II (the "General Partner"), a
wholly-owned subsidiary of Insignia Properties Trust ("IPT") (see Note E), all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included.  Operating results for the three and nine
month periods ended September 30, 1998, are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 1998.  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, 1997.

Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.

NOTE B - 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 certain 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 during the nine months ended 
September 30, 1998 and 1997 (in thousands):

                                                                1998      1997

  Property management fees (included in
    operating expenses)                                          $91       $86
  Reimbursement for services of affiliates, including $1,000
    and $7,000 of construction services reimbursements
    in 1998 and 1997, respectively (included in general
    and administrative and operating expenses and
    investment properties)                                        55        72

For the period of January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
General Partner with an 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 agent assumed the financial
obligations to the affiliate of the General Partner which received 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 was not significant.

On August 12, 1998, an affiliate of the General Partner (the "Purchaser")
commenced a tender offer for limited partnership interests in the Partnership.
The Purchaser offered to purchase up to 5,000 of the outstanding units of
limited partnership interest in the Partnership at $325.00 per Unit, net to the
seller in cash.  The expiration date for the tender offer was extended to
November 16, 1998.

NOTE C - INVESTMENT IN JOINT VENTURE

The Partnership had a 42.82% interest in a property the "Joint Venture") owned
jointly by the Partnership and an affiliate of Angeles Mortgage Investment Trust
("AMIT"), a real estate investment trust.  On June 24, 1997, the Joint Venture
sold its sole investment property to an unaffiliated third party 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 D - DISTRIBUTIONS

The Partnership distributed cash from operations of approximately $248,000 and
$2,000 to the limited partners and General Partner, respectively during the nine
months ended September 30, 1998.  During the nine months ended September 30,
1997, the Partnership distributed approximately $1,188,000 to the limited
partners and approximately $22,000 to the General Partner from cash generated by
the refinancing of Lakewood Apartments.

NOTE E - TRANSFER OF CONTROL; SUBSEQUENT EVENT

On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
into Apartment Investment and Management Company  ("AIMCO"), a publicly traded
real estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result of the Insignia Merger, AIMCO acquired control
of the General Partner. In addition, AIMCO also acquired approximately 51% of
the outstanding common shares of beneficial interest of Insignia Properties
Trust ("IPT"), the sole shareholder of the General Partner of the Partnership.
Also, effective October 1, 1998 IPT and AIMCO entered into an Agreement and plan
of Merger pursuant to which IPT is to be merged with and into AIMCO or a
subsidiary of AIMCO (the "IPT Merger").  The IPT Merger requires the approval of
the holders of a majority of the outstanding IPT Shares.  AIMCO has agreed to 
vote all of the IPT Shares owned by it in favor of the IPT Merger and has 
granted an irrevocable limited proxy to unaffiliated representatives of IPT to 
vote the IPT Shares acquired by AIMCO and its subsidiaries in favor of the IPT 
Merger.  As a result of AIMCO's ownership and its agreement, the vote of no 
other holder of IPT is required to approve the merger.  The General Partner does
not believe that this transaction will have a material effect on the affairs 
and operations of the Partnership.


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


The Partnership's investment properties consist of two apartment complexes.  The
following table sets forth the average occupancy of the properties for the nine
months ended September 30, 1998 and 1997:


                                                      Average
                                                     Occupancy
Property                                          1998        1997

Lake Meadows Apartments
  Garland, Texas                                  98%          96%

Lakewood Apartments
  Tomball, Texas                                  96%          98%

The Partnership's net income for the three and nine month periods ended
September 30, 1998, was approximately $76,000 and $241,000 compared to net
income of approximately $57,000 and $217,000 for the three and nine month
periods ended September 30, 1997. The increase in net income for the nine month
period ended September 30, 1998 is primarily attributable to an increase in
rental income partially offset by a decrease in other income and an increase in
property tax expense.  Rental income increased as a result of increased rental
rates at both properties and an increase in occupancy at Lake Meadows
Apartments.  The decrease in other income is primarily attributable to a
decrease in interest income due to lower cash balances maintained in 1998
compared to 1997. Property tax expense increased due to an increase in the
assessed value by the taxing authority for Lakewood Apartments.  All other items
of expense remained relatively consistent for the comparable periods.

Included in operating expense for the nine months ended September 30, 1998, is
approximately $31,000 of major repairs and maintenance comprised primarily of
exterior building repairs and landscaping.  For the nine months ended September
30, 1997, approximately $51,000 of major repairs and maintenance, comprised
primarily of parking lot repairs, were included in operating expense.

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.

At September 30, 1998, the Partnership had cash and cash equivalents of
approximately $808,000 compared to approximately $1,337,000 at September 30,
1997.  The net increase in cash and cash equivalents for the nine months ended
September 30, 1998, was approximately $111,000.  The net decrease in cash and
cash equivalents was approximately $499,000 for the nine months ended September
30, 1997.  Net cash provided by operating activities increased primarily due to
a reduction in receivables and deposits due to the timing of payments and to the
increase in net income as discussed above.  This increase in cash provided was
partially offset by an increase in cash used for payments of accrued property
taxes.   Net cash provided by investing activities decreased due to
distributions received from the joint venture in the prior year, with no
distributions received in the current period.  This was partially offset by a
decrease in property improvements and replacements due to a parking lot project
at Lakewood Apartments in 1997, with no similar projects in 1998. Net cash used
in financing activities decreased primarily due to the decrease in distributions
to partners during the nine months ended September 30, 1998, compared to the
prior year.

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 and to comply with
federal, state and local legal and regulatory requirements.  Such assets are
currently thought to be sufficient for any near-term needs of the Partnership.
The General Partner is currently assessing the need for capital improvements at
each of the Partnership's properties.  To the extent that additional capital
improvements are required, the Partnership's distributable cash flow, if any,
may be adversely affected at least in the short term.  The mortgage indebtedness
of approximately $5,419,000, 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. The General Partner will attempt to refinance such
indebtedness or sell the properties prior to such maturity dates.  If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
will risk losing such properties through foreclosure.  The Partnership
distributed cash from operations of approximately $248,000 and $2,000 to the
limited partners and General Partner, respectively during the nine months ended
September 30, 1998.  During the nine months ended September 30, 1997, the
Partnership distributed approximately $1,188,000 to the limited partners and
approximately $22,000 to the General Partner from cash generated by the
refinancing of Lakewood Apartments.  Future cash distributions will depend on
the levels of net cash generated from operations, refinancings, property sales,
and the availability of cash reserves. The Partnership's distribution policy
will be reviewed on a quarterly basis.  There can be no assurance, however, that
the Partnership will generate sufficient funds from operations to permit further
distributions to its partners in 1998 or subsequent periods.

Transfer of Control; Subsequent Event

On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
into Apartment Investment and Management Company  ("AIMCO"), a publicly traded
real estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result of the Insignia Merger, AIMCO acquired control
of the General Partner. In addition, AIMCO also acquired approximately 51% of
the outstanding common shares of beneficial interest of Insignia Properties
Trust ("IPT"), the sole shareholder of the General Partner of the Partnership.
Also, effective October 1, 1998 IPT and AIMCO entered into an Agreement and plan
of Merger pursuant to which IPT is to be merged with and into AIMCO or a
subsidiary of AIMCO (the "IPT Merger").  The IPT Merger requires the approval of
the holders of a majority of the outstanding IPT Shares. AIMCO has agreed to 
vote all of the IPT Shares owned by it in favor of the IPT Merger and has 
granted an irrevocable limited proxy to unaffiliated representatives of IPT to 
vote the IPT Shares acquired by AIMCO and its subsidiaries in favor of the IPT 
Merger.  As a result of AIMCO's ownership and its agreement, the vote of no 
other holder of IPT is required to approve the merger. The General Partner does 
not believe that this transaction will have a material effect on the affairs 
and operations of the Partnership.

Year 2000

GENERAL DESCRIPTION OF THE YEAR 2000 ISSUE AND THE NATURE AND EFFECTS OF THE
YEAR 2000 ON INFORMATION TECHNOLOGY (IT) AND NON-IT SYSTEMS

The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year.  The Partnership is
dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent").  Any computer programs or hardware
that have date-sensitive software or embedded chips may recognize a date using
"00" as the year 1900 rather than the year 2000.  This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.

The Managing Agent has determined that it will be required to modify or replace
significant portions of its software and certain hardware so that those systems
will properly utilize dates beyond December 31, 1999. The Managing Agent
presently believes that with modifications or replacements of existing software
and certain hardware, the Year 2000 Issue can be mitigated.  However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.

STATUS OF PROGRESS IN BECOMING YEAR 2000 COMPLIANT

The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation.  To date, the
Managing Agent has fully completed its assessment of all information systems
that could be significantly affected by the Year 2000, and has begun the
remediation, testing and implementation phase on both hardware and software
systems.  Assessments are continuing in regards to embedded systems in operating
equipment.  The Managing Agent anticipates having all phases complete by June 1,
1999.

In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with,  the Partnership has certain operating equipment,
primarily at the property sites,  which needed to be evaluated for Year 2000
compliance.  The focus of the General Partner was to the security systems,
elevators, heating-ventilation-air-conditioning systems, telephone systems and
switches, and sprinkler systems. The General Partner is currently engaged in the
identification of all non-compliant operational systems, and is in the process
of estimating the costs associated with any potential modifications or
replacements needed to such systems in order for them to be Year 2000 compliant.
It is not expected that such costs would have a material adverse affect upon
the operations of the Partnership.

RISK ASSOCIATED WITH THE YEAR 2000

The General Partner believes that the Managing Agent has an effective program in
place to resolve the Year 2000 issue in a timely manner and has appropriate
contingency plans in place for critical applications that could affect the
Partnership's operations.   To date, the General Partner  is not aware of any
external agent with a Year 2000 issue that would materially impact the
Partnership's results of operations, liquidity or capital resources.  However,
the General Partner has no means of ensuring that external agents will be Year
2000 compliant.  The General Partner does not believe that the inability of
external agents to complete their Year 2000 resolution process in a timely
manner will have a material impact on the financial position or results of
operations of the Partnership.  However, the effect of non-compliance by
external agents is not readily determinable.

Other

Certain items discussed in this quarterly 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 quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or 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.


                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

In March 1998, the Managing General Partner was named in a legal action entitled
ROSALIE NUANCES, ET AL. V. INSIGNIA FINANCIAL GROUP, INC., ET AL. in the
Superior Court of the State of California for the County of San Mateo.  The
plaintiffs named as defendants, among others, the General Partner and several of
their affiliated partnerships and corporate entities.  The complaint purports to
assert claims on behalf of a class of limited partners and derivatively on
behalf of a number of limited partnerships (including the Partnership) which are
named as nominal defendants, challenging the acquisition by Insignia Financial
Group, Inc. ("Insignia") and entities which were, at the time, affiliates of
Insignia ("Insignia Affiliates") of interests in certain general partner
entities, past tender offers by Insignia Affiliates to acquire limited
partnership units, the management of partnerships by Insignia Affiliates as well
as a recently announced agreement between Insignia and Apartment Investment and
Management Company.  The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership.  On June 25, 1998, the
General Partner filed a motion seeking dismissal of the action. In lieu of
responding to the motion, plaintiffs have recently filed an amended complaint.
The General Partner has filed demurrers to the amended complaint which are
scheduled to be heard on January 8, 1999.  The General Partner believes the
action to be without merit, and intends to vigorously defend it.

In May 1998, the Partnership and its General Partner were named as respondents
in a Petition in Los Angeles Superior Court.  The Petition, named BOND PURCHASE
V. ANGELES OPPORTUNITY PROPERTIES, LTD. AND ANGELES REALTY CORPORATION II,
brought by a limited partner of the Partnership, seeks performance by the
General Partner of certain alleged contractual obligations under the Partnership
Agreement and compliance with certain alleged statutory requirements.  In July
1998, the parties reached an agreement with the plaintiff that this action would
be dismissed with prejudice, with each side to bear its own costs.

On July 30, 1998 certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint in the Superior Court of the State of
California, County of Los Angeles. The action, entitled EVEREST PROPERTIES LLC
V. INSIGNIA FINANCIAL GROUP, INC., involves 44 real estate limited partnerships
(including the Partnership) in which the plaintiffs allegedly own interests and
which Insignia Affiliates allegedly manage or control (the "Subject
Partnerships").  The complaint names as defendants Insignia, several Insignia
Affiliates alleged to be managing partners of the defendant limited
partnerships, the Partnership and the General Partner. Plaintiffs allege that
they have requested from, but have been denied by each of the Subject
Partnerships, lists of their respective limited partners for the purpose of
making tender offers to purchase up to 4.9% of the limited partner units of each
of the Subject Partnerships.  The complaint also alleges that certain of the
defendants made tender offers to purchase limited partner units in many of the
Subject Partnerships, with the alleged result that plaintiffs have been deprived
of the benefits they would have realized from ownership of the additional units.
The plaintiffs assert eleven causes of action, including breach of contract,
unfair business practices, and violations of the partnership statutes of the
states in which the Subject Partnerships are organized.  Plaintiffs seek
compensatory, punitive and treble damages. The General Partner filed an answer
to the complaint on September 15, 1998.  The General Partner believes the claims
to be without merit and intends to defend the action vigorously.

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 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 Form 8-K:

       None filed during the quarter ended September 30, 1998.



                                   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 OPPORTUNITY PROPERTIES, LTD.

                             By:    Angeles Realty Corporation II
                                    Its General Partner


                             By:    /s/Patrick Foye
                                    Patrick Foye
                                    Executive Vice President


                              By:   /s/Timothy R. Garrick
                                    Vice President - Accounting
                                    (Duly Authorized Officer)

                              Date: November 12, 1998


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from 
Angeles Opportunity Properties, Ltd. 1998 Third Quarter 10-QSB and is 
qualified in its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000789282
<NAME> ANGELES OPPORTUNITY PROPERTIES, LTD.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                    9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               SEP-30-1998   
<CASH>                                             808
<SECURITIES>                                         0
<RECEIVABLES>                                      251
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                           8,373
<DEPRECIATION>                                   2,130   
<TOTAL-ASSETS>                                   7,716   
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                          5,419     
                                0     
                                          0  
<COMMON>                                             0
<OTHER-SE>                                       1,986    
<TOTAL-LIABILITY-AND-EQUITY>                     7,716    
<SALES>                                              0
<TOTAL-REVENUES>                                 1,853    
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 1,612    
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 330    
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       241     
<EPS-PRIMARY>                                    19.20<F2>
<EPS-DILUTED>                                        0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
        



</TABLE>


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