UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K


                                 CURRENT REPORT


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

     Date of Report (Date of earliest event reported) September 23, 2005

                              ANGELES PARTNERS XII
      (Exact name of small business issuer as specified in its charter)


              California               0-13309              95-3903623
      (State or other jurisdiction   (Commission          (I.R.S. Employer
            of incorporation)        File Number)       Identification Number)


                                55 Beattie Place
                              Post Office Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)


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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ]   Written  communications  pursuant to Rule 425 under the  Securities  Act
      (17 CFR 230.425)

[ ]   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)

[ ]   Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
      Exchange Act (17 CFR 240.13e-4(c))






Item 1.02   Termination of a Material Definitive Agreement.

On August 16, 2005 (the "Effective  Date"),  Angeles  Partners XII, a California
limited partnership (the "Registrant"), owns a 99.99% interest in Pickwick Place
AP XII Limited Partnership (the  "Partnership").  The Partnership and four other
partnerships  ("Selling  Partnerships") entered into an agreement (the "Purchase
Agreement") with a third party, Prime Quest Management, LLC, an Illinois limited
liability company (the  "Purchaser"),  relating to the purchase and sale of five
apartment  complexes,  each of which is owned by one of the Selling Partnerships
and all of which  together  contain a total of 1,324 units.  Each of the Selling
Partnerships  is  affiliated  with AIMCO  Properties,  LP, an  affiliate  of the
Partnership's  managing  general partner.  One of the properties  subject to the
Purchase Agreement is Pickwick Place Apartments  ("Pickwick  Place"), a 336-unit
apartment  complex  located  in  Indianapolis,  Indiana  that  is  owned  by the
Partnership.  Under the terms of the Purchase Agreement, the Purchaser agreed to
purchase the five apartment  complexes owned by the Selling  Partnerships  for a
total  purchase  price of  approximately  $39,131,000,  of  which  approximately
$13,382,000 is allocated to Pickwick Place (the "Purchase Price"). The Purchaser
also agreed to purchase two additional  apartment  complexes from  affiliates of
the Partnership's managing general partner pursuant to two separate purchase and
sale  agreements.  The purchase of these two additional  apartment  complexes is
contingent  on the  purchase  of the five  properties  covered  by the  Purchase
Agreement.

Under the terms of the Purchase  Agreement,  the  Purchaser  may  terminate  the
Purchase Agreement at any time prior to the expiration of the feasibility period
as defined in the Purchase Agreement,  acting in the Purchaser's sole discretion
and for any reason or no reason,  upon delivery of written notice to the Selling
Partnerships  and the  escrow  agent.  On  September  23,  2005,  the  Purchaser
delivered written notice to the Selling Partnerships and the escrow agent of its
election to terminate the Purchase Agreement pursuant to its terms.







                                    SIGNATURE


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



                                 ANGELES PARTNERS XII


                                 By:     Angeles Realty Corporation II
                                         Managing General Partner

                                 By:     /s/Martha L. Long
                                         Martha L. Long
                                         Senior Vice President

                                 Date:   September 29, 2005