SC 14D9/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20547

                         ------------------------------

                                 SCHEDULE 14D-9
                                 (RULE 14d-101)

          SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                (Amendment No. 1)

                              ANGELES PARTNERS XII
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                            (Name of Subject Company)


                              ANGELES PARTNERS XII
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                      (Name of Person(s) Filing Statement)

                            LIMITED PARTNERSHIP UNITS
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                         (Title of Class of Securities)

                                      NONE
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                      (CUSIP Number of Class of Securities)


                                 Martha L. Long
                              Senior Vice President
                   Apartment Investment and Management Company
                                55 Beattie Place
                        Greenville, South Carolina 29601
                                 (864) 239-1000
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      (Name, Address, and Telephone Number of Person Authorized to Receive
     Notices and Communications on Behalf of the Person(s) Filing Statement)


[ ]      Check the box if the filing relates solely to preliminary
         communications made before the commencement of a tender offer.







                                 SCHEDULE 14D-9


         Angeles Partners XII, hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Statement"),
initially filed with the Securities and Exchange Commission on July 15, 2005
with respect to a tender offer by MPF Income Fund 22, LLC, MPF-NY 2005, LLC,
Moraga Gold, LLC, Sutter Opportunity Fund 3, LLC, MPF DeWaay Fund 2, LLC, MPF
Flagship Fund 10, LLC, Mackenzie Patterson Special Fund 6, LLC, Mackenzie
Patterson Special Fund 6-A, LLC, MPF Acquisition Co. 3, LLC, MPF Income Fund 21,
LLC, MPF DeWaay Fund 3 LLC, MPF DeWaay Fund 4 LLC, MPF Flagship Fund 9 LLC, MPF
DeWaay Premier Fund 2, LLC, MP Value Fund 8, LLC, MPF Special Fund 7, LLC,
Mackenzie Patterson Special Fund 5, LLC, MP Income Fund 20, LLC, MP Value Fund
6, LLC, Mackenzie Patterson Fuller, Inc., and C.E. Patterson (collectively, the
"Offerors"), to purchase limited partnership units ("Units") of Angeles Partners
XII, at a price of $680 per Unit in cash. The offer to purchase Units is being
made pursuant to an Offer to Purchase of the Offerors, dated July 1, 2005, and
amended July 25, 2005.

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.


         The disclosure set forth under Item 3 of the Statement is hereby
amended in its entirety as follows:

         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 (i) certain
payments to affiliates for services and (ii) 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 incurred fees to such affiliates of
approximately $903,000 for both years ended December 31, 2004 and 2003.
Approximately $8,000 of these fees remain unpaid as of December 31, 2004.

         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. This return
criteria has not been met. The fee was approximately $105,000 and $198,000 for
the years ended December 31, 2004 and 2003, respectively. The balance payable to
the Managing General Partner at December 31, 2004 was approximately $365,000. Of
this amount, approximately $313,000 will remain accrued until the criteria for
payment have been met.

         Affiliates of the Managing General Partner charged the Partnership
reimbursement of accountable administrative expenses amounting to approximately
$435,000 and $436,000 for the




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years ended December 31, 2004 and 2003, respectively. A portion of these
reimbursements for the years ended December 31, 2004 and 2003 are fees related
to construction management services provided by an affiliate of the Managing
General Partner of approximately $104,000 and $68,000, respectively. The
construction management service fees are calculated based on a percentage of
certain additions to investment properties.

         In addition to reimbursement for services to affiliates and pursuant to
the limited partnership agreement, the Partnership reimbursed the Managing
General Partner for services related to obtaining debt refinancing at a rate of
1% of the new mortgage balance, which was approximately $84,000 for Chambers
Ridge Apartments, approximately $120,000 for Twin Lake Towers Apartments and
approximately $122,000 for Hunters Glen IV Apartments during the year ended
December 31, 2003.

         During the year ended December 31, 2003, the Managing General Partner
advanced the Partnership approximately $240,000 to cover costs related to the
refinancing of Twin Lake Towers mortgage. Interest was charged at prime plus 1%.
Interest expense on this advance was approximately $1,000 for the year ended
December 31, 2003. This advance and interest incurred were repaid during the
year ended December 31, 2003 with the proceeds from the refinancing of Twin Lake
Towers. There were no advances from the Managing General Partner during the year
ended December 31, 2004.

         Pursuant to the Partnership Agreement, the Managing General Partner is
entitled to receive a distribution equal to 3% of the aggregate disposition
price of sold properties. The Partnership paid a distribution of $186,000 to the
Managing General Partner related to the sale of Cooper Point Plaza in 1999.
During 2001, the Partnership paid distributions of approximately $85,000 and
$375,000 related to the sales of Briarwood and Gateway Gardens Apartments,
respectively. These distributions are subordinate to the limited partners
receiving their original capital contributions plus a cumulative preferred
return of 6% per annum of their adjusted capital investment, as defined in the
Partnership Agreement. If the limited partners have not received these returns
when the Partnership terminates, the Managing General Partner will return these
amounts to the Partnership.

         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 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 years ended December 31, 2004 and 2003, the
Partnership was charged by AIMCO and its affiliates approximately $256,000 and
$228,000, respectively, for insurance coverage and fees associated with policy
claims administration.

         In addition to its indirect ownership of the general partner interests
in the Partnership, AIMCO and its affiliates owned 33,132 Units representing
74.09% of the outstanding Units at December 31, 2004. A number of these Units
were acquired pursuant to tender offers made by AIMCO or its affiliates. It is
possible that AIMCO or its affiliates will acquire additional Units in exchange
for cash or a combination of cash and units in AIMCO Properties, L.P., the
operating



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partnership of AIMCO, either through private purchases or tender offers.
Pursuant to the Partnership Agreement, unitholders holding a majority of the
Units are entitled to take action with respect to a variety of matters that
include, but are not limited to, voting on certain amendments to the Partnership
Agreement and voting to remove the Managing General Partner. As a result of its
ownership of 74.09% of the outstanding Units, AIMCO and its affiliates are in a
position to control all voting decisions with respect to the Partnership.
Although the Managing General Partner owes fiduciary duties to the limited
partners of the Partnership, the Managing General Partner also owes fiduciary
duties to AIMCO as its sole stockholder. As a result, the duties of the Managing
General Partner, as managing general partner, to the Partnership and its limited
partners may come into conflict with the duties of the Managing General Partner
to AIMCO as its sole stockholder.

ITEM 4. SOLICITATION OR RECOMMENDATION.

         The information set forth in the Letter to the Unit Holders, dated as
of August 2, 2005, a copy of which is attached hereto as Exhibit (a)(1), is
incorporated herein by reference.

ITEM 8. ADDITIONAL INFORMATION.

         The information set forth in the Letter to the Unit Holders, dated as
of August 2, 2005, a copy of which is attached hereto as Exhibit (a)(1), is
incorporated herein by reference.

ITEM 9. EXHIBITS.


(a)(1)   Letter to the Unit Holders of the Partnership, dated August 2, 2005.


                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this amendment to the Statement is
true, complete and correct.

Dated: August 2, 2005

                                       ANGELES PARTNERS XII

                                       By:  Angeles Realty Corporation II
                                            ------------------------------------
                                            (Managing General Partner)

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




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EX-99.(A)(1)

                                                                  Exhibit (a)(1)


                              ANGELES PARTNERS XII
                        C/O ANGELES REALTY CORPORATION II
                         55 Beattie Place, P.O. Box 1089
                        Greenville, South Carolina 29602

                                 August 2, 2005

Dear Limited Partner:

         As you may be aware by now, MPF Income Fund 22, LLC, MPF-NY 2005, LLC,
Moraga Gold, LLC, Sutter Opportunity Fund 3, LLC, MPF DeWaay Fund 2, LLC, MPF
Flagship Fund 10, LLC, Mackenzie Patterson Special Fund 6, LLC, Mackenzie
Patterson Special Fund 6-A, LLC, MPF Acquisition Co. 3, LLC, MPF Income Fund 21,
LLC, MPF DeWaay Fund 3 LLC, MPF DeWaay Fund 4 LLC, MPF Flagship Fund 9 LLC, MPF
DeWaay Premier Fund 2, LLC, MP Value Fund 8, LLC, MPF Special Fund 7, LLC,
Mackenzie Patterson Special Fund 5, LLC, MP Income Fund 20, LLC, and MP Value
Fund 6, LLC, (collectively, the "MacKenzie Group") initiated an unsolicited
tender offer to buy units of limited partnership interest ("Units") in Angeles
Partners XII (the "Partnership") on July 1, 2005. The MacKenzie Group amended
their tender offer for Partnership Units on July 25, 2005, in order to (i)
extend the term of their tender offer to August 25, 2005, and (ii) increase the
offer price from $620.00 per Unit to $680.00 per Unit.

         The Partnership, through its managing general partner, Angeles Realty
Corporation II, is required by the rules of the Securities and Exchange
Commission to make a recommendation whether you should accept or reject this
offer or to state that the Partnership is remaining neutral with respect to this
offer. The managing general partner does not express any opinion, and is
remaining neutral, with respect to the MacKenzie Group's offer, because the
managing general partner does not have a reliable indicator of the fair value of
the Units. From time to time the managing general partner receives appraisals on
some or all of the Partnership's properties, the most recent of which are
described in the fourth bullet point below. The Partnership notes that such
appraisals are important to the analysis of the value of the Units; however, a
full analysis of the value of the Units would also require consideration of a
number of other factors (e.g., operating expenses, management expenses, etc.)
and the Partnership has not recently conducted an analysis of the value of its
Units. The Partnership notes that the MacKenzie Group estimates the liquidation
value of the Partnership to be approximately $713.00 per Unit. The managing
general partner is of the opinion that secondary market sales information is not
a reliable measure of value in this instance because of the small number of
reported trades. IN LIGHT OF THE FOREGOING, THE MANAGING GENERAL PARTNER IS
REMAINING NEUTRAL AND DOES NOT EXPRESS ANY OPINION WITH RESPECT TO THE MACKENZIE
GROUP OFFER.

         However, we call your attention to the following considerations:

o        Both the managing general partner, Angeles Realty Corporation II, and
         the non-managing general partner, AIMCO Angeles GP, LLC are affiliates
         of AIMCO Properties, LP, a Delaware limited partnership, and Apartment
         Investment and Management Company ("AIMCO"), a Maryland corporation. In
         addition, Martha L. Long is Senior Vice President of the Managing
         General Partner, a position equivalent of the Chief Executive Officer
         of the Partnership, and Senior Vice President of AIMCO. We encourage
         you to read the information set forth under "Item 3. Past Contacts,
         Transactions, Negotiations and Agreements" of the Schedule 14D-9, which
         has been filed by the Partnership on the date hereof, a copy of which
         is enclosed herewith, and is incorporated herein by reference.







o        On March 31, 2005, the Partnership, through one of its operating
         partnerships, sold the Chambers Ridge Apartments, a 324-unit apartment
         complex located in Harrisburg, Pennsylvania, to a third party. The
         purchaser paid a purchase price of $14,450,000. In May 2005, the
         majority of the sale proceeds were distributed at $111.60 per Unit. The
         managing general partner expects that the balance of the sale proceeds
         will be distributed at $27.00 per Unit, although the timing of the
         distribution has not yet been determined. The MacKenzie Group's offer
         states that the $680.00 per Unit offer price will be reduced by the
         amount of any distributions declared or made after July 1, 2005.
         Accordingly, the managing general partner anticipates that the offer
         price of the MacKenzie offer will be reduced.

o        On April 29, 2005, the Partnership obtained mortgage financing on
         Pickwick Place Apartments, a 336-unit apartment complex located in
         Indianapolis, Indiana. The principal amount of financing was
         approximately $9,432,000. In May 2005, all of the proceeds from the
         refinancing were distributed at $78.37 per Unit.

o        In connection with ongoing litigation, the Partnership obtained
         appraisals of Hunters Glen Apartments IV, Hunters Glen Apartments V,
         Hunters Glen Apartments VI, Pickwick Place Apartments and Twin Lake
         Towers Apartments. In an appraisal report dated July 16, 2003, a third
         party appraiser concluded that the market value of Hunters Glen
         Apartments IV, a 264-Unit apartment complex located in Plainsboro, New
         Jersey, was $21,000,000 as of June 3, 2003. In an appraisal report
         dated July 16, 2003, a third party appraiser concluded that the market
         value of Hunters Glen Apartments V, a 304-Unit apartment complex
         located in Plainsboro, New Jersey, was $25,000,000 as of June 3, 2003.
         In an appraisal report dated July 16, 2003, a third party appraiser
         concluded that the market value of Hunters Glen Apartments VI, a
         328-Unit apartment complex located in Plainsboro, New Jersey, was
         $27,000,000 as of June 3, 2003. In an appraisal report dated June 27,
         2003, a third party appraiser concluded that the market value of
         Pickwick Place Apartments, a 336-Unit apartment complex located in
         Indianapolis, Indiana, was $14,800,000 as of May 7, 2003. In an
         appraisal report dated June 28, 2003, a third party appraiser concluded
         that the market value of Twin Lake Towers Apartments, a 399-Unit
         apartment complex located in Westmont, Illinois, was $25,700,000 as of
         May 28, 2003. In connection with previously contemplated financings of
         Hunters Glen Apartments IV, Hunters Glen Apartments V, Hunters Glen
         Apartments VI, Pickwick Place Apartments, and Twin Lake Towers
         Apartments, potential lenders obtained appraisals of the properties,
         copies of which have been obtained by the Partnership. In an appraisal
         report dated March 31, 2005, a third party appraiser concluded that the
         market value of Pickwick Place Apartments, a 336-Unit apartment complex
         located in Indianapolis, Indiana, was $14,510,000 as of March 18, 2005.
         In an appraisal report dated May 16, 2003, a third party appraiser
         concluded that the market value of Hunters Glen Apartments IV, a
         264-Unit apartment complex located in Plainsboro, New Jersey, was
         $20,700,000 as of April 28, 2003. In an appraisal report dated July 29,
         2005, a third party appraiser concluded that the combined market value
         of Hunters Glen Apartments V and Hunters Glen Apartments VI, a 304-Unit
         apartment complex and a 328-Unit apartment complex respectively, which
         are located in Plainsboro, New Jersey, was $52,900,000 as of November
         1, 2001. In an appraisal report dated May 28, 2003, a third party
         appraiser concluded that the market value of Twin Lake Towers
         Apartments, a 399-Unit apartment complex located in Westmont, Illinois,
         was $22,600,000 as of May 19, 2003.




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o        The MacKenzie Group's offer to purchase estimates the liquidation value
         of the Partnership to be $713.00 per Unit. However, the MacKenzie Group
         is only offering $680.00 Per Unit.

o        While the Managing General Partner previously indicated to the Limited
         Partners that an increase in the MacKenzie's Group's ownership of Units
         as a result of the MacKenzie Group's offer may affect the outcome of
         Partnership decisions; after further analysis, since 74.40% of the
         outstanding Unites are owned by AIMCO Properties L.P. ("AIMCO
         Properties") and its affiliates, none of whom intend to tender any of
         their Units in the MacKenzie Group's offer, the purchase of the limited
         partners' Units by the MacKenzie Group will not materially affect the
         limited partners' ability to make decisions for the Partnership.

o        AIMCO Properties and its affiliates, which collectively hold 33,272
         Units, or approximately 74.40% of the outstanding Units, do not intend
         to tender any of their Units in the MacKenzie Group's offer.

o        The MacKenzie Group's offer is limited to 6,716 Units. If more than
         6,716 Units are tendered in response to their offer, the MacKenzie
         Group will accept the Units on a pro rata basis. Therefore, an investor
         that tenders all of its Units might not fully dispose of its investment
         in the Partnership. Section 9.1 of the Limited Partnership Agreement of
         the Partnership prohibits the transfer of fractional units of limited
         partnership interest.

o        The MacKenzie Group's offer to purchase provides limited past sale
         price information with which to compare their offer price. The Direct
         Investment Spectrum has reported high and low sales prices of $705.00
         and $420.00 per Unit, respectively for the period from December 2001
         through May 2004. The Direct Investment Spectrum has reported no sales
         from June 2004 through March 2005. The American Partnership Board has
         reported no sales from October 2002 through June 2005. AIMCO Properties
         completed a tender offer on December 28, 2004 in which it acquired
         1,909 Units at price of $806.31 per Unit. AIMCO Properties completed a
         tender offer on December 30, 2003 in which it acquired 292 Units at a
         price of $364.17 per Unit. AIMCO Properties completed a tender offer on
         June 25, 2002 in which it acquired 506 Units at a price of $471.00 per
         Unit. AIMCO Properties purchased 10 Units in a private purchase on June
         25, 2002 at a price of $471.00 per Unit.

o        The Partnership distributed to the limited partners $13.55 per Unit in
         the three-month period ended March 31, 2005, $34.68 per Unit in the
         year ended December 31, 2004 and $253.70 per Unit in the year ended
         December 31, 2003.

         Each limited partner should make its own decision as to whether or not
it should tender or refrain from tendering its Units in an offer in light of its
unique circumstances, including (i) its investment objectives, (ii) its
financial circumstances including the tolerance for risk and need for liquidity,
(iii) its views as to the Partnership's prospects and outlook, (iv) its own
analysis and review of all publicly available information about the Partnership,
(v) other financial opportunities available to it, (vi) its own tax position and
tax consequences, and (vii) other factors that the limited partner may deem
relevant to its decision. Under any circumstances, limited partners should be
aware that a sale of their Units in the Partnership will have tax consequences
that could be adverse.



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         PLEASE CONSULT WITH YOUR TAX ADVISOR ABOUT THE IMPACT OF A SALE ON YOUR
OWN PARTICULAR SITUATION AND THE EFFECT OF ANY NEGATIVE CAPITAL ACCOUNTS.

         If you need further information about your options, please contact
Martha Long at AIMCO Properties at (864) 239-1000. You can also contact The
Altman Group, Inc., 1275 Valley Brook Avenue, Lyndhurst, New Jersey 07071, and
its toll free telephone number is (800) 217-9608. The facsimile number of The
Altman Group, Inc. is (201) 460-0050.


                                         Sincerely,


                                         Angeles Realty Corporation II
                                         Managing General Partner


Enclosure



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