10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 10-Q/A

 Amendment No. 1

(Mark One)

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

For the quarterly period ended June 30, 2011

or

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

For the transition period from _________to _________

Commission file number 0-13309

ANGELES PARTNERS XII, LP

(Exact name of registrant as specified in its charter)

Delaware	95-3903623
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

55 Beattie Place, PO Box 1089

Greenville, South Carolina  29602

(Address of principal executive offices)

(864) 239-1000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. 

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes  [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

Explanatory Note

This Form 10-Q/A amends the Quarterly Report on Form 10-Q of Angeles Partners XII, LP for the quarter ended June 30, 2011 filed on August 12, 2011 (the “Form 10-Q”) for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405(a)(2) of Regulation S-T.

No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.

Users of this data are advised that pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those Sections.

ITEM 6.     EXHIBITS

See Exhibit Index.

The agreements included as exhibits to this Form 10-Q/A contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

• may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-Q/A not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-Q/A and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

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, thereunto duly authorized.

	ANGELES PARTNERS XII, LP
	(A Delaware Limited Partnership)
	By:   Angeles Realty Corporation II
	Managing General Partner
Date: September 22, 2011	By:   /s/Steven D. Cordes
	Steven D. Cordes
	Senior Vice President
Date: September 22, 2011	By:   /s/Stephen B. Waters
	Stephen B. Waters
	Senior Director of Partnership Accounting

ANGELES PARTNERS XII

EXHIBIT INDEX

Exhibit          Description of Exhibit

3.1         Amended Certificate and Agreement of Limited Partnership dated May 26, 1983 filed in Form S-11 dated June 2, 1983 and is incorporated herein by reference.

3.2         Amendment to the Amended Certificate and Agreement of Limited Partnership Agreement, dated October 22, 2007. (Incorporated by reference to the Registrant’s Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2007)

3.3         Second Amendment to the Amended Certificate and Agreement of Limited Partnership of Angeles Partners XII, dated November 24, 2010. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 24, 2010.

3.4         Third Amendment to the Amended Certificate and Agreement of Limited Partnership of Angeles Partners XII, LP, dated November 24, 2010. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 24, 2010.

10.1        Agreement and Plan of Merger, dated July 28, 2011, by and among Angeles Partners XII, LP, AIMCO Properties, L.P. and AIMCO AP XII Merger Sub LLC, incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 28, 2011.

10.42       Multifamily Note between AP XII Twin Lake Towers, LLC, a Delaware limited liability company, and Keycorp Real Estate Capital Markets, Inc., an Ohio corporation, related to Twin Lake Towers Apartments. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 25, 2010.

10.43        Multifamily Note – CME, dated May 2, 2011, between Hunters Glen AP XII Limited Partnership, a South Carolina limited partnership, and Keycorp Real Estate Capital Markets, Inc., an Ohio Corporation. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 2, 2011.

31.1*       Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*       Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*       Certification of equivalent of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB**   XBRL Taxonomy Extension Labels Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document

* Previously filed or furnished with Angeles Partners XII, LP’s Form 10-Q filed on August 12, 2011.

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 to this Quarterly Report on Form 10-Q/A shall be deemed “furnished” and not “filed”.

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Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Revenues:
Rental income	$ 3,521	$ 3,611	$ 7,052	$ 7,184
Other income	464	410	890	827
Total revenues	3,985	4,021	7,942	8,011
Expenses:
Operating	1,317	1,105	2,726	2,379
General and administrative	83	88	169	165
Depreciation	1,116	1,205	2,243	2,424
Interest	1,424	1,530	2,928	2,897
Property tax	415	379	798	801
Loss on early extinguishment of debt	6,489		6,489	866
Total expenses	10,844	4,307	15,353	9,532
Net loss	(6,859)	(286)	(7,411)	(1,521)
Net loss allocated to general partner (1%)	(69)	(3)	(74)	(15)
Net loss allocated to limited partners (99%)	$ (6,790)	$ (283)	$ (7,337)	$ (1,506)
Net loss per limited partnership unit	$ (151.84)	$ (6.33)	$ (164.07)	$ (33.68)
Distributions per limited partnership unit		$ 23.01		$ 100.88

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities:
Net loss	$ (7,411)	$ (1,521)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation	2,243	2,424
Amortization of loan costs	80	108
Loss on early extinguishment of debt	6,489	866
Change in accounts:
Receivables and deposits	(8)	150
Other assets	(106)	(79)
Accounts payable	(55)	(55)
Tenant security deposit liabilities	21	(8)
Accrued property taxes	(34)	(20)
Other liabilities	(183)	87
Due to affiliates	112	(573)
Net cash provided by operating activities	1,148	1,379
Cash flows from investing activities:
Net deposits to restricted escrows	(842)	(671)
Property improvements and replacements	(682)	(368)
Net cash used in investing activities	(1,524)	(1,039)
Cash flows from financing activities:
Payments on mortgage notes payable	(541)	(681)
Proceeds from mortgage note payable	66,713	27,000
Repayment of mortgage note payable	(68,211)	(9,131)
Loan costs paid	(547)	(225)
Prepayment penalty paid	(5,606)	(766)
Advances from affiliate	10,792	540
Repayment of advances from affiliate	(1,597)	(12,151)
Distributions to partners		(4,940)
Net cash provided by (used in) financing activities	1,003	(354)
Net increase (decrrease) in cash and cash equivalents	627	(14)
Cash and cash equivalents at beginning of period	526	301
Cash and cash equivalents at end of period	1,153	287
Supplemental disclosure of cash flow information:
Cash paid for interest	2,854	3,279
Supplemental disclosure of non-cash flow activity:
Property improvements and replacements in accounts payable	$ 287

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Document and Entity Information	6 Months Ended
	Jun. 30, 2011
Document and Entity Information
Entity Registrant Name	ANGELES PARTNERS XII, LP
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Entity Central Index Key	0000720392
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	44,718
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2

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Related Party Disclosures

6 Months Ended

Jun. 30, 2011

Related Party Disclosures

Related Party Transactions Disclosure [Text Block]

Note B – Transactions with Affiliated Parties

The Partnership has no employees and depends on the Managing 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 reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. 

Affiliates of the Managing General Partner receive 5% of gross receipts from all of the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $394,000 and $393,000 for the six months ended June 30, 2011 and 2010, respectively, which are included in operating expenses. 

The Partnership Agreement provides for a fee equal to 7.5% of "net cash from operations", as defined in the Partnership Agreement, to be paid to the Managing General Partner for executive and administrative management services.   One half of this fee is to be accrued and not paid unless the limited partners have received distributions equal to a 5% cumulative annual return on their adjusted capital investment as defined in the Partnership Agreement or there are net proceeds from the sale or refinancing of a property.  No fee was earned or accrued for the six months ended June 30, 2011 and 2010.  At December 31, 2010, approximately $2,000 of such fees were owed to the Managing General Partner, which were included in other liabilities. This amount was paid to the Managing General Partner during the six months ended June 30, 2011.

Affiliates of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $107,000 and $77,000 for the six months ended June 30, 2011 and 2010, respectively, which is included in general and administrative expenses and investment properties.  The portion of these reimbursements included in investment properties for the six months ended June 30, 2011 and 2010 are construction management services provided by an affiliate of the Managing General Partner of approximately $44,000 and $8,000, respectively. At June 30, 2011, approximately $53,000 of such reimbursements remain unpaid and are included in due to affiliates. No such amounts were owed at December 31, 2010.

During the six months ended June 30, 2011, AIMCO Properties, L.P., an affiliate of the Managing General Partner, advanced the Partnership approximately $43,000 to fund real estate taxes at Hunters Glen Apartments VI, approximately $1,352,000 to fund a refinance commitment fee and approximately $9,397,000 in connection with the refinancing of the mortgages encumbering Hunters Glen Apartments IV, V and VI (as discussed in “Note C”). During the six months ended June 30, 2010, AIMCO Properties, L.P. advanced the Partnership approximately $540,000 to fund a refinance commitment fee at Twin Lake Towers Apartments. AIMCO Properties, L.P. charges interest on advances under the terms permitted by the Partnership Agreement. The interest rate charged on the outstanding advances made to the Partnership is the prime rate (3.25% at June 30, 2011). Interest expense was approximately $59,000 and $93,000 for the six months ended June 30, 2011 and 2010, respectively.  During the six months ended June 30, 2011 and 2010, the Partnership repaid advances and accrued interest of approximately $1,597,000 and $12,817,000, respectively.  Total advances and accrued interest of approximately $9,269,000 and $15,000 were unpaid at June 30, 2011 and December 31, 2010, respectively, and are included in due to affiliates. The Partnership may receive additional advances of funds from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances. For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

The Partnership insures its properties up to certain limits through coverage provided by Aimco which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its properties above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the Managing General Partner. During the six months ended June 30, 2011, the Partnership was charged by Aimco and its affiliates approximately $123,000 for hazard insurance coverage and fees associated with policy claims administration.  Additional charges will be incurred by the Partnership during 2011 as other insurance policies renew later in the year.  The Partnership was charged by Aimco and its affiliates approximately $252,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2010.

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Commitment and Contingencies

6 Months Ended

Jun. 30, 2011

Commitment and Contingencies

Commitments and Contingencies Disclosure [Text Block]

Note F – Contingencies

The Partnership is unaware of any pending or outstanding litigation matters involving it or its investment properties that are not of a routine nature arising in the ordinary course of business.

Environmental

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials present on a property, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based fuels, and other miscellaneous materials. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such materials. The presence of, or the failure to manage or remedy properly, these materials may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the improper management of these materials on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of these materials through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of these materials is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its properties, the Partnership could potentially be responsible for environmental liabilities or costs associated with its properties.

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Organization, Consolidation and Presentation of Financial Statements

6 Months Ended

Jun. 30, 2011

Organization, Consolidation and Presentation of Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

Note A – Basis of Presentation

The accompanying unaudited consolidated financial statements of Angeles Partners XII (the "Partnership" or "Registrant") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X.  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 "Managing General Partner" or “ARC II”), all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included.  Operating results for the three and six month periods ended June 30, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2011. The consolidated balance sheet at December 31, 2010 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. The Managing General Partner is a wholly owned subsidiary of Apartment Investment and Management Company ("Aimco"), a publicly traded real estate investment trust.

The Partnership’s management evaluated subsequent events through the time this Quarterly Report on Form 10-Q was filed.

Organization: On November 24, 2010, the Partnership changed its domicile from California to Delaware by merging with and into Angeles Partners XII, LP, a Delaware limited partnership, with the Delaware partnership as the surviving entity in the merger. The merger was undertaken pursuant to an Agreement and Plan of Merger, dated as of November 24, 2010, by and between the California partnership and the Delaware partnership. All references herein to the Partnership shall mean Angeles Partners XII, a California limited partnership, for all periods prior to November 24, 2010 and Angeles Partners XII, LP, a Delaware limited partnership, for all periods from and after November 24, 2010.

Under the merger agreement, each unit of limited partnership interest in the California partnership was converted into an identical unit of limited partnership interest in the Delaware partnership and the general partnership interest in the California partnership previously held by the general partner was converted into a general partnership interest in the Delaware partnership. All interests in the Delaware partnership outstanding immediately prior to the merger were cancelled in the merger.

The voting and other rights of the limited partners provided for in the partnership agreement were not changed as a result of the merger. In the merger, the partnership agreement of the California partnership was adopted as the partnership agreement of the Delaware partnership, with the following changes: (i) references therein to the California Uniform Limited Partnership Act were amended to refer to the Delaware Revised Uniform Limited Partnership Act; (ii) a description of the merger was added; (iii) the name of the partnership was changed to “Angeles Partners XII, LP” and (iv) a provision was added that gives the managing general partner authority to establish different designated series of limited partnership interests that have separate rights with respect to specified partnership property, and profits and losses associated with such specified property.

On July 28, 2011, the Partnership entered into an agreement and plan of merger (the “Merger Agreement”) with AIMCO Properties, L.P., a Delaware limited partnership, and AIMCO AP XII Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties, L.P. is the sole member (the “Merger Subsidiary”), pursuant to which the Merger Subsidiary will be merged with and into the Partnership, with the Partnership as the surviving entity.

In the merger, each unit of limited partnership interest (each, a “Unit”) of the Partnership outstanding immediately prior to the consummation of the merger (other than Units held by limited partners who perfect their appraisal rights pursuant to the Merger Agreement) will be converted into the right to receive, at the election of the limited partner, either (i) $526.71 in cash (the “Cash Consideration”) or (ii) a number of partnership common units of AIMCO Properties, L.P. calculated by dividing $526.71 by the average closing price of Aimco common stock, as reported on the New York Stock Exchange, over the ten consecutive trading days ending on the second trading day immediately prior to the effective time of the merger. However, if AIMCO Properties, L.P. determines that the law of the state or other jurisdiction in which a limited partner resides would prohibit the issuance of partnership common units of AIMCO Properties, L.P. in that state or other jurisdiction (or that registration or qualification in that state or jurisdiction would be prohibitively costly), then such limited partner will only be entitled to receive the Cash Consideration for each Unit. Those limited partners who do not make an election will be deemed to have elected to receive the Cash Consideration.

After the merger, AIMCO Properties, L.P.’s membership interest in the Merger Subsidiary will be converted into Units of the Partnership. As a result, after the merger, AIMCO Properties, L.P. will be the sole limited partner of the Partnership, holding all outstanding Units. ARC II will continue to be the managing general partner of the Partnership after the merger, and AIMCO Angeles GP, LLC will continue to be the non-managing general partner of the Partnership after the merger. The Partnership’s partnership agreement in effect immediately prior to the merger will remain unchanged after the merger.

Completion of the merger is subject to certain conditions, including approval by a majority in interest of the limited partners holding Units. As of June 30, 2011 and December 31, 2010, the Partnership had issued and outstanding 44,718 Units, and AIMCO Properties, L.P. and its affiliates owned 33,750 of those Units, or approximately 75.47% of the number of outstanding Units. AIMCO Properties, L.P. and its affiliates have indicated that they intend to take action by written consent to approve the merger.

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Debt

6 Months Ended

Jun. 30, 2011

Debt

Long-term Debt [Text Block]

Note C – Mortgage Financing

On May 2, 2011, the Partnership refinanced the mortgage debt encumbering Hunters Glen Apartments IV, V and VI. The refinancing replaced the existing mortgage loans, which at the time of refinancing had an aggregate principal balance of approximately $68,211,000, with a new mortgage loan in the principal amount of $66,713,000. The new loan bears interest at a rate of 5.47% per annum and requires monthly payments of principal and interest of approximately $378,000 beginning on July 1, 2011, through the June 1, 2021 maturity date.  The new mortgage loan has a balloon payment of approximately $55,145,000 due at maturity. The Partnership may prepay the mortgage at any time with 30 days written notice to the lender, subject to a prepayment penalty. The Partnership recorded a loss on the early extinguishment of debt of approximately $6,489,000, as a result of the write off of unamortized loan costs and the payment of prepayment penalties of approximately $5,606,000. Total capitalized loan costs associated with the new mortgage were approximately $547,000 and are included in other assets.

In connection with the refinancing, the Partnership received an advance of approximately $9,397,000 from AIMCO Properties, LP.  This advance and the proceeds from the new mortgage loan were then used to pay in full the existing mortgage loans encumbering Hunters Glen Apartments IV, V and VI, prepayment penalties, a deposit into a repair escrow and other loan closing costs.  This advance is unsecured and bears interest at the prime rate.

On March 25, 2010, the Partnership refinanced the mortgage encumbering Twin Lake Towers Apartments. The refinancing resulted in the replacement of the existing mortgage loan, which at the time of refinancing had a principal balance of approximately $9,131,000, with a new mortgage loan in the principal amount of $27,000,000. The new loan bears interest at a rate of 5.49% per annum and requires monthly payments of principal and interest of approximately $153,000 beginning on May 1, 2010, through the April 1, 2020 maturity date.  The new mortgage loan has a balloon payment of approximately $22,331,000 due at maturity. The Partnership may prepay the mortgage at any time with 30 days written notice to the lender, subject to a prepayment penalty. The Partnership recorded a loss on the early extinguishment of debt of approximately $866,000, as a result of the write off of unamortized loan costs and the payment of a prepayment penalty of approximately $766,000. Total capitalized loan costs associated with the new mortgage were approximately $225,000 and are included in other assets.

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Equity

6 Months Ended

Jun. 30, 2011

Equity

Schedule of Distributions Made to Members or Limited Partners, by Distribution [Table Text Block]

Note E – Distributions

The Partnership distributed the following amounts during the six months ended June 30, 2011 and 2010 (in thousands, except per unit data):

	Six Months		Six Months
	Ended	Per Limited	Ended	Per Limited
	June 30,	Partnership	June 30,	Partnership
	2011	Unit	2010	Unit
Refinancing (1)	$    --	$    --	$ 3,900	$ 77.87
Operations	--	--	1,040	23.01
Total	$    --	$    --	$ 4,940	$100.88

(1)Proceeds from the March 2010 refinancing of the mortgage encumbering Twin Lake Towers Apartments.

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Fair Value Measures and Disclosures

6 Months Ended

Jun. 30, 2011

Fair Value Measures and Disclosures

Fair Value Disclosures [Text Block]

Note D – Fair Value of Financial Instruments

Financial Accounting Standards Board Accounting Standards Codification Topic 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for mortgage notes payable) approximates their fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its mortgage notes payable by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, mortgage notes payable.  At June 30, 2011, the fair value of the Partnership's mortgage notes payable at the Partnership's incremental borrowing rate was approximately $96,364,000.

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Consolidated Statement of Shareholders Equity (Deficit) (Unaudited) (USD $) In Thousands	Total	General Partners	Limited Partners
Partners' deficit, beginning balance at Dec. 31, 2010	$ (71,382)	$ (811)	$ (70,571)
Net loss	(7,411)	(74)	(7,337)
Partners' deficit, ending balance at Jun. 30, 2011	$ (78,793)	$ (885)	$ (77,908)

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Property, Plant, and Equipment

6 Months Ended

Jun. 30, 2011

Property, Plant, and Equipment

Property, Plant, and Equipment, Additional Disclosures

Note G – Investment Property

During the three months ended June 30, 2011, the Partnership retired and wrote off personal property no longer being used that had a cost basis of approximately $13,366,000 and accumulated depreciation of approximately $13,366,000.

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Consolidated Balance Sheets (Unaudited) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Assets
Cash and cash equivalents	$ 1,153	$ 526
Receivables and deposits	634	626
Other assets	1,568	726
Restricted escrows	1,054	1,364
Investment properties:
Land	6,468	6,468
Buildings and related personal property	75,906	88,396
Total investment property	82,374	94,864
Less accumulated depreciation	(60,844)	(71,967)
Investment property, net	21,530	22,897
Total assets	25,939	26,139
Liabilities
Accounts payable	515	376
Tenant security deposit liabilities	377	356
Accrued property taxes	390	424
Other liabilities	842	1,025
Due to affiliates	9,322	15
Mortgage notes payable	93,286	95,325
Total liabilities	104,732	97,521
Partners' Deficit
General partner	(885)	(811)
Limited partners	(77,908)	(70,571)
Total partners' deficit	(78,793)	(71,382)
Total liabilities and partners' deficit	$ 25,939	$ 26,139