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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
ANGELES MORTGAGE INVESTMENT TRUST
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(Name of Issuer)
CLASS A SHARES, PAR VALUE $1.00 PER SHARE
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(Title of Class of Securities)
034638
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(CUSIP Number)
JOHN K. LINES, ESQ., GENERAL COUNSEL AND SECRETARY,
INSIGNIA FINANCIAL GROUP, INC.
ONE INSIGNIA FINANCIAL PLAZA, GREENVILLE, SC 29602
(864) 239-1675
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JANUARY 24, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with this statement. [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed
with the commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
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The Statement on Schedule 13D, filed on November 27, 1996 on behalf
of Insignia Financial Group, Inc., a corporation organized under the laws of
Delaware, Andrew L. Farkas, Liquidity Assistance L.L.C., a limited liability
company organized under the laws of Delaware, Metropolitan Asset Enhancement,
L.P., a limited partnership organized under the laws of Delaware, MAE Parent,
Inc., a corporation organized under the laws of Delaware, and MAE GP
Corporation, a corporation organized under the laws of Delaware, relating to
the Class A Shares, $1.00 par value per share, of Angeles Mortgage Investment
Trust, a business trust organized under the laws of California (the "Issuer"),
as amended by Amendments No. 1 and 2 thereto filed on December 16 and
December 20, 1996, respectively (the "Schedule 13D"), is amended as follows
(capitalized terms used and not otherwise defined herein shall have the
meanings given to them in the Schedule 13D):
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is amended to include the following:
On January 24, 1997, Insignia Financial Group, Inc. gave the Issuer
written notice that Insignia elected to terminate the "Standstill Period."
Accordingly, the Standstill Period will end on February 6, 1997.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: January 27, 1997 /s/ Andrew L. Farkas
---------------------------------------
Andrew L. Farkas
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Frank M. Garrison
------------------------------------
Frank M. Garrison, Executive
Managing Director
METROPOLITAN ASSET ENHANCEMENT, L.P.
By: MAE Parent, Inc., General Partner
By: /s/ John K. Lines
-------------------------------
John K. Lines, Vice President
LIQUIDITY ASSISTANCE L.L.C.
By: /s/ J. Scott Kester
-----------------------------------
J. Scott Kester, President
MAE PARENT, INC.
By: /s/ John K. Lines
-----------------------------------
John K. Lines, Vice President
MAE GP CORPORATION
By: /s/ John K. Lines
-----------------------------------
John K. Lines, Secretary
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