ANGELES INCOME PROPERTIES LTD V
8-K, 1996-08-29
REAL ESTATE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                                 WASHINGTON, DC
                                      20549



                                                              


                                    FORM 8-K

                                                              


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                         Date of Report: August 15, 1996

                        ANGELES INCOME PROPERTIES, LTD. V
             (Exact name of registrant as specified in its charter)


           CALIFORNIA                   0-15547              95-4049903
   (State or other jurisdiction of   (Commission          (I.R.S. Employer
   incorporation or organization)   File Number)           Identification
                                                               Number)


                          One Insignia Financial Plaza
                              Post Office Box 1089
                        Greenville, South Carolina  29602
                     (Address of Principal Executive Office)


        Registrant's telephone number, including area code (864) 239-1000





                                                               







Item 2.   Acquisition or Disposition of Assets

On August 15, 1996, Angeles Income Properties, Ltd. V (the "Partnership") lost
Springdale Lake Estates Mobile Home Park located in Belton, Missouri.  The
property was lost via foreclosure to Angeles Mortgage Investment Trust ("AMIT"),
the second mortgage holder.

MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT.  MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares.  These Class B Shares entitle MAE GP to
receive 1.2% of the distributions of net cash distributed by AMIT.  These Class
B Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.2% of the vote). 
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP has declined to vote these shares. Since that date, MAE GP
voted its shares at the 1995 annual meeting in connection with the election of
trustees and other matters.  MAE GP has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT. 
However, MAE GP may choose to vote these shares as it deems appropriate in the
future.  In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the
General Partner and an affiliate of Insignia Financial Group, Inc., which
provides property management and partnership administration services to the
Partnership, owns 63,200 Class A Shares of AMIT.  These Class A Shares entitle
LAC to vote approximately 1.5% of the total shares.

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

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



Item 7.    Financial Statements and Exhibits

(c)        Exhibits







           Foreclosure documents have not been received by the General Partner
           at this time.  The General Partner expects to receive such documents
           within 90 days and will file the documents at that time.




                                   SIGNATURES


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



                                 ANGELES INCOME PROPERTIES, LTD. V

   
                                 By:   Angeles Realty Corporation II
                                       General Partner


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


                                 By:   /s/ Robert D. Long, Jr.       
                                       Robert D. Long, Jr.
                                       Vice President/CAO


                                 Date: August 30, 1996




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