Mail Stop 0409

VIA U.S. MAIL AND FAX (303)300-3284

Thomas M. Herzog
Angeles Partners IX
4582 South Ulster St. Parkway
Suite 1100
Denver, CO 80237

Re:	Angeles Partners XII
	Form 10-K for the year ended December 31, 2004
      File No. 0-13309

Dear Mr. Herzog:

      We have reviewed your filing and have the following comment.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  As such, all persons who are responsible for the
adequacy
and accuracy of the disclosure are urged to be certain that they
have
included all information required pursuant to the Securities
Exchange
Act of 1934.

      Where indicated, we think you should revise your document in
response to this comment.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Financial Statements

Report of Independent Registered Public Accounting Firm

1. It appears that the second paragraph of the audit report has
been
amended to include some of the suggested language from AU Section
9508.18.  The suggested modification from AU 9508.18 also includes
the following language "The Company is not required to have, nor
were
we engaged to perform, an audit of its internal control over
financial reporting."  Either revise to include this additional
sentence or have your auditors tell us why they believe revision
is
not necessary. We may have further comment upon review of the
response.

*    *    *    *

      Please amend your Form 10-K and respond to this comment
within
10 business days or tell us when you will provide us with a
response.
Please furnish a cover letter with your amendment  that keys your
response to our comment and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your amendment and
response to our comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.


      You may contact Robert Telewicz, Staff Accountant, at (202)
824-5356 or the undersigned at (202) 942-1993 if you have
questions.



						Sincerely,



Jorge L. Bonilla
Senior Staff Accountant



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Angeles Partners XII
March 31, 2005