pre14c

Preliminary Information Statement

Confidential, For Use of the Commission Only

(as permitted by Rule 14c-5(d)(2))

Definitive Information Statement

SCHEDULE 14C

(Rule 14c-101)

INFORMATION REQUIRED IN INFORMATION STATEMENT

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. )

Check the appropriate box:

ANGELES PARTNERS XII
A CALIFORNIA LIMITED PARTNERSHIP

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

þ No fee required

o Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

o Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

INFORMATION STATEMENT
FOR
ANGELES PARTNERS XII
A CALIFORNIA LIMITED PARTNERSHIP
c/o THE ALTMAN GROUP, INC.
1200 Wall Street
3rd Floor
Lyndhurst, NJ 07071

September ___, 2007

Dear Limited Partner:

We are sending you this information statement in connection with the approval of amendments to the limited partnership agreement of Angeles Partners XII, a California limited partnership (the “Partnership”). These amendments will authorize the Partnership to:

(1) retain Angeles Realty Corporation II, a California corporation and the managing general partner of the Partnership (the “General Partner”), and its affiliates to provide services to the Partnership on third-party market terms in connection with the redevelopment of its properties (each of which is indirectly owned by the Partnership through its interests in certain limited partnerships; see “Partnership Properties” for a description of the properties), including Twin Lake Towers apartment complex (the “Property”), which the Partnership currently intends to redevelop; and

(2) obtain financing from our General Partner and its affiliates on third-party market terms in order to cover operating deficits or other contingencies relating to the Partnership or the costs of redeveloping our properties, including the Property.

Affiliate Transaction Amendment

Currently, our limited partnership agreement generally allows the Partnership to reimburse the GP or its affiliates for the cost of services necessary to the prudent operation of the Partnership; however, our limited partnership agreement does not explicitly allow the Partnership to enter into contracts with our General Partner or its affiliates to construct or develop Partnership properties or to render any services to the Partnership in connection with such construction or development. The proposed amendments will explicitly authorize our General Partner and its affiliates to provide services to the Partnership on third-party market terms in connection with the redevelopment of the Partnership’s properties, including the Property.

Affiliate Loan Amendment

Our limited partnership agreement currently permits the Partnership to obtain loans from the General Partner or its affiliates on terms specified in the agreement. Under Section 8.2(q) of the Partnership’s limited partnership agreement, the maximum allowable interest rate on such affiliate loans is the lesser of (i) the rate paid by the General Partner for borrowed funds or (ii) the prime rate charged by Bank of America National Trust and Savings Association in Los Angeles, California, or a comparable lending institution. Unsecured loans from the General Partner and its affiliates made in connection with the redevelopment of the Property will bear interest at a market rate, but this market rate may be in excess of the maximum rate of interest currently permitted by the Partnership’s limited partnership agreement. The proposed amendments will allow the General Partner or its affiliates to make loans to the Partnership on third-party market terms in connection with any operating deficits or other contingencies of the Partnership or redevelopment costs incurred in connection with the Partnership’s properties. These amendments will apply to any loans made by the General Partner or its affiliates on a going forward basis.

Planned Property Redevelopment

The Partnership currently plans to redevelop its Twin Lake Towers property located in Westmont, Illinois. Based on our current projected redevelopment budget, we estimate that the total cost of this redevelopment (including capitalized operating expenses and lost rents in addition to the actual cost of the redevelopment) will be approximately $21,584,000.

In connection with this redevelopment, we plan to retain Aimco/Bethesda Holdings, Inc. (“Aimco/Bethesda”), an affiliate of the General Partner, to plan, structure and supervise the redevelopment process. The Partnership will pay Aimco/Bethesda a fee of $25,000 for the planning and structuring of the redevelopment process, and a fee equal to 4% of the actual redevelopment cost for supervision of the redevelopment which, based on the current estimated redevelopment cost for the Property, would be an amount not to exceed $780,000 for the Property. Our General Partner believes that the redevelopment fees are not in excess of fees that the Partnership would have to pay to a third-party provider for these services. Our General Partner also believes that an affiliate will provide the services more efficiently than a third party.

We propose to fund this redevelopment through a combination of (1) the retention of cash from the third mortgage financings recently obtained on Hunters Glen Apartments IV, V and VI (collectively, “Hunters Glen”) that are also indirectly owned by the Partnership, (2) loans to the Partnership by AIMCO Properties, L.P. (“Aimco Properties”), an affiliate of our General Partner, and (3) to the extent available, the retention of distributable cash from operations received by the Partnership.

Required Limited Partner Approval

Our limited partnership agreement may be amended with the consent of limited partners owning more than 50% of the total outstanding limited partnership units. As of September 14, 2007, 44,718 of our limited partnership units were issued and outstanding, and affiliates of our General Partner own 33,750 of these units, or approximately 75.47% of the outstanding limited partnership units. Our General Partner’s affiliates have indicated that they will vote all of their limited partnership units in favor of the amendments. Accordingly, approval of the amendments is assured.

This information statement contains information about the amendments and the reasons our General Partner has decided that the amendments are in the best interests of the limited partners. Our General Partner has conflicts of interest with respect to the amendments that are described in greater detail herein.

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

The date of this information statement is , 2007.

This information statement is being mailed on or about the date hereof to all holders of the limited partnership units of the Partnership at the close of business on September 14, 2007.

REASONS FOR THE AMENDMENTS

Our General Partner believes that the amendments are in the best interests of the Partnership and our limited partners. Our General Partner considered a number of factors in forming this opinion, including the following:

	•		Our General Partner believes that the Property is in a location that could command higher rents than it is currently generating. The General Partner believes that the redevelopment of the Property will enable the Partnership to generate increased rents by taking advantage of the enhanced physical condition and amenities of the Property.

	•		The proposed amendments will explicitly authorize our General Partner and its affiliates to provide services to the Partnership on third-party market terms in connection with the redevelopment of its properties, including its planned redevelopment of the Property. Our General Partner believes that the redevelopment fees to be paid to Aimco/Bethesda are not in excess of the fees that the Partnership would have to pay to a third party for such redevelopment services, and that affiliates of the Partnership will be more familiar with the Property, and will be able to plan and supervise the redevelopment more efficiently than a third party.

	•		Our General Partner believes that third-party financing may not be available at all or on terms advantageous to the Partnership in connection with any operating deficit or other contingency of the Partnership or to fully fund the redevelopment of the Partnership’s properties, including the Property. While affiliate loans are permitted by the limited partnership agreement on terms and conditions set forth in the partnership agreement, the proposed amendments will explicitly permit our General Partner and its affiliates to make loans to the Partnership on third-party market terms. Our General Partner and its affiliates have indicated that they are not willing to make the loans required for the proposed redevelopment at the rate set forth in the partnership agreement.

	•		Our General Partner believes that if the redevelopment does not occur, the competitiveness of the Property may decline.

In general, the Partnership evaluates the capital needs and competitive position of its properties by considering various factors, such as the Partnership’s financial position and real estate market conditions. The Partnership monitors the specific locale of the properties and sub-market conditions (including stability of the surrounding neighborhood), evaluating resident demand, current trends, competition, new construction and economic changes. The Partnership oversees each property’s operating performance and evaluates the physical improvement requirements. In addition, the financing structure for a property (including any prepayment penalties), tax implications, availability of attractive mortgage financing and the investment climate all are considered.

For these reasons, our General Partner has approved the proposed amendments which will (i) explicitly permit the General Partner and its affiliates to provide redevelopment services to the Partnership and to receive a fee in connection with such services and (ii) allow the General Partner and its affiliates to make loans to the Partnership in connection with any operating deficit or other contingency of the Partnership or the redevelopment of the Partnership’s properties on third-party market terms. See “The Planned Redevelopment” and “Approval of Amendments” for a more detailed description of the proposed redevelopment and the amendments.

THE PROPERTY

The Partnership, through its interest in AIMCO Twin Lake Towers, L.P., a Delaware limited partnership, has owned and operated the Twin Lake Towers property since March 1984. The Property is a 399-unit apartment complex located in Westmont, Illinois. During the six months ended June 30, 2007, the Partnership completed approximately $112,000 of capital improvements at the Property consisting primarily of floor covering replacements. To our knowledge, the Property has not undergone major renovation or redevelopment since its construction between 1969 and 1973.

THE PLANNED REDEVELOPMENT

Our planned redevelopment of the Property includes improvements to building exteriors, apartment interiors and common areas, plus construction of a new recreational and leasing center facility. Improvements to the site will include landscaping, exterior lighting, signage, new detached parking garages and an outdoor swimming pool. Improvements to the building exteriors will include masonry upgrades, balcony railings upgrades, and new roofing systems. Improvements to the interior of the apartment units will include opening the kitchen, upgrading cabinetry, countertops, flooring, light fixtures, plumbing fixtures, closet doors, hardware, millwork and other finish items. Improvements to the common areas will include redesign of the building entries and lobbies, new finishes for corridors, and upgrading laundry rooms. In addition, we will upgrade certain components of the mechanical, plumbing and electrical systems.

We currently estimate that the exterior redevelopment will take approximately 9 months and that completion of the redevelopment of all apartment unit interiors will take approximately 27 months.

We currently estimate that the total redevelopment costs for the Property (including capitalized operating expenses and lost rents in addition to the actual costs of the redevelopment) will be approximately $21,584,000.

Our estimates of the redevelopment cost for the Property assume that we will be able to start the redevelopment on or before November 1, 2007, and are based on information known to us at this time. Many factors could cause the actual redevelopment costs for the Property and/or the timing of the redevelopment to vary from our estimates, including construction cost overruns, unforeseen environmental, engineering and/or geological problems, shortages of materials or skilled labor, labor disputes, work stoppages, scheduling problems, unavailability of construction equipment, difficulty in obtaining any of the required licenses, permits and authorizations for regulatory authorities, weather interference or natural disasters.

AFFILIATE REDEVELOPMENT SERVICES

We plan to use Aimco/Bethesda to review the local market where the Property is located and to plan and supervise the redevelopment of the Property. The Partnership will pay Aimco/Bethesda a fee of $25,000 for the planning and structuring of the redevelopment process, and a fee equal to 4% of the actual redevelopment cost of the Property for supervision of the redevelopment which, based on the current estimated redevelopment cost, would be an amount not to exceed $780,000. Our General Partner believes that the redevelopment fees are not in excess of fees that the Partnership would have to pay to a third-party provider of these services and that an affiliate will provide them more efficiently than a third party.

AFFILIATE REDEVELOPMENT FUNDING

We propose to fund the redevelopment through a combination of (1) the retention of cash from the recently closed third mortgage financing of the Hunters Glen properties, (2) loans to the Partnership by Aimco Properties, an affiliate of our General Partner, and (3) to the extent available, the retention of distributable cash from operations received by the Partnership.

On August 31, 2007, the Partnership obtained third mortgage financing on the Hunters Glen properties in the principal amount of approximately $15,714,000. Our limited partnership agreement authorizes the General Partner to retain proceeds from the financing, after payment of certain expenses and indebtedness, in such amounts as the General Partner determines are required for support of the Partnership’s operations. Accordingly, we will use approximately $15,500,000 of the financing proceeds (the balance of the proceeds remaining after payment of closing costs and certain Partnership expenses, including accrued but unpaid fees owed to the General Partner) to help fund the proposed redevelopment. Prior to being used for the redevelopment, the financing proceeds will be retained in an interest-bearing cash account. We anticipate that the financing proceeds will earn approximately 5.10% interest.

The Partnership experienced positive distributable cash from operations during the six months ended June 30, 2007. To the extent available, we propose to fund this redevelopment through the retention of distributable cash from operations received by the Partnership. If the financing proceeds described in the preceding paragraph and cash from operations are insufficient to fund the full cost of the proposed redevelopment, Aimco Properties has agreed to make a loan to the Partnership in the amount of the shortfall. This loan will accrue interest at prime plus 2%, compounded monthly. The principal and accrued interest on this loan will be payable in full at any time upon demand of Aimco Properties. Aimco Properties has indicated that it does not intend to demand payment until such time as the Property has had time to stabilize after redevelopment.

We currently plan to refinance the Property with a third party to the extent practicable. This refinancing may include a refinancing of our existing indebtedness or a second mortgage on the Property. We currently anticipate that such third party refinancing will be available to us in the third quarter of 2009. If we are successful in refinancing the Property, we estimate a loan to the Partnership by Aimco Properties will not be required. The availability of third-party financing is based on our current estimates and many factors could cause our estimates to change, including changes in the redevelopment cost, availability of funding sources, real estate and debt markets, general economic conditions and the economic performance of the Partnership and the Property.

Based on information known to us at this time and our projected redevelopment budget, we estimate that we will be able to resume cash flow distributions to our limited partners at the end of the third quarter of 2009. Many factors could cause this period to vary, including a change in our projected cash flow, a change in the projected costs of the redevelopment or the availability of alternative funding sources.

PLANS AFTER THE REDEVELOPMENT

After completion of the redevelopment, we plan to continue to hold and operate the Property and to remarket the redeveloped apartment units to new tenants and tenants renewing existing leases in order to obtain rent increases that reflect the improvements to the Property resulting from the redevelopment.

CONFLICTS OF INTEREST

Our General Partner has conflicts of interest with respect to the proposed amendments and provision of redevelopment services to the Partnership. Aimco/Bethesda, an affiliate of our General Partner, will be paid redevelopment fees for services provided with respect to the redevelopment of the Property before the limited partners receive any distributions. Aimco Properties, another affiliate of our General Partner, will be repaid the outstanding balance of the loan plus accrued interest before the Partnership will be permitted to make any distributions to our limited partners. (See “Affiliate Redevelopment Services” and “Affiliate Redevelopment Funding,” above, for a more detailed description of the redevelopment services and the loan.) The General Partner is a wholly-owned subsidiary of AIMCO/IPT, Inc., which is a wholly-owned subsidiary of Apartment and Investment and Management Company (“Aimco”), a publicly traded real estate investment trust. Affiliates of Aimco own approximately 75.47% of the outstanding limited partnership units of the Partnership. As a result, Aimco is in a position to influence all voting decisions with respect to the Partnership. (See “Approval of Amendments,” below, for a discussion of the Aimco affiliates’ effective voting control.) Although our General Partner owes fiduciary duties to our limited partners, the General Partner also owes fiduciary duties to AIMCO/IPT, Inc., its sole stockholder. Accordingly, our General Partner’s duties to the Partnership and our limited partners may come into conflict with its duties to AIMCO/IPT, Inc.

APPROVAL OF AMENDMENTS

Affiliate Transaction Amendment

Currently, our limited partnership agreement generally allows the Partnership to reimburse the GP or its affiliates for the cost of services necessary to the prudent operation of the Partnership; however, our limited partnership agreement does not explicitly allow the Partnership to enter into a contract with our General Partner or its affiliates to construct or develop Partnership properties or to render any services to the Partnership in connection with such construction or development. The proposed amendments will explicitly authorize the General Partner and

its affiliates to provide services to the Partnership on third-party market terms in connection with the redevelopment of the Property.

Affiliate Loan Amendment

Our limited partnership agreement currently permits the Partnership to obtain loans from the General Partner or its affiliates on certain terms. Under Section 8.2(q) of our limited partnership agreement, the maximum allowable interest rate on such affiliate loans is the lesser of (i) the rate paid by the General Partner for borrowed funds or (ii) the prime rate charged by Bank of America National Trust and Savings Association in Los Angeles, California, or a comparable lending institution. Unsecured loans from the General Partner and its affiliates made in connection with the redevelopment of the Property will bear interest at a market rate, but this market rate may be in excess of the maximum rate of interest currently permitted by the Partnership’s limited partnership agreement. The proposed amendments will clarify that the Partnership has the authority to obtain loans from the General Partner or its affiliates on third-party market terms in connection with any operating deficits or other contingencies of the Partnership or redevelopment costs incurred in connection with the Partnership’s properties.

Required Limited Partner Approval

Article 17 of our limited partnership agreement provides that the agreement may be amended by a vote of our limited partners owning more than 50% of the outstanding limited partnership units. As of September 14, 2007, there were 44,718 limited partnership units issued and outstanding. Each limited partnership unit represents approximately 0.0022% of our outstanding limited partnership units. Affiliates of our General Partner currently own 33,750 of these units, or approximately 75.47% of the outstanding units as set forth below in “Security Ownership of Certain Beneficial Owners and Management.” Our General Partner’s affiliates have indicated that they will consent to the amendments to our limited partnership agreement. Accordingly, approval of the amendments is assured.

Upon receipt of these consents, limited partners owning more than 50% of the outstanding limited partnership units will have consented to the amendments to the Partnership’s limited partnership agreement and, as a result, no vote of any other limited partnership unit holder will be necessary to consent to the amendments. Accordingly, we are not soliciting any other votes. The written consents of our General Partner’s affiliates will have an effective date as of ___, 2007, which is 20 days after the mailing of this information statement. The consents will authorize the amendments as required under our limited partnership agreement.

The text of the amendments is set forth in Annex I to this information statement.

PARTNERSHIP BUSINESS

The Partnership is a publicly-held limited partnership organized in May 1983 under the California Uniform Limited Partnership Act to operate and hold real estate properties for investment. The General Partner is Angeles Realty Corporation II, an indirect wholly-owned subsidiary of Aimco. In June 2000, Aimco Properties, a wholly- owned subsidiary of Aimco, acquired the interests of the non-managing general partner of the Partnership. The Partnership Agreement provides that the Partnership is to terminate on December 31, 2035, unless terminated prior to such date.

Commencing May 26, 1983, the Partnership offered up to 80,000 units of limited partnership interest at a purchase price of $1,000 per unit. The offering terminated on February 13, 1985, at which time the Partnership had sold 44,773 limited partnership units for an aggregate amount of $44,773,000. The net proceeds from the offering were used to acquire ten existing apartment properties and one existing commercial property. As of December 31, 2006, the Partnership continues to own and operate four apartment complexes (including the Property). (See “Partnership Properties” for a more detailed description of the Partnership’s properties.)

The Partnership has no employees. An affiliate of the General Partner provides property management services for the Partnership’s residential properties. Our limited partnership agreement provides for certain payments to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

For information on certain of our pending litigation, please refer to our most recent reports on Forms 10-KSB and 10-QSB (for the year ended December 31, 2006 and the six months ended June 30, 2007) filed with the SEC.

PARTNERSHIP PROPERTIES

The following table sets forth our current investment in real property:


Property	Date of Purchase	Type of Ownership	Use
Hunters Glen Apts – IV Plainsboro, New Jersey	01/31/85	Fee ownership subject to first, second and third mortgages ⁽¹⁾	Apartment 264 units

Hunters Glen Apts – V Plainsboro, New Jersey	01/31/85	Fee ownership subject to first, second and third mortgages ⁽¹⁾	Apartment 304 units

Hunters Glen Apts – VI Plainsboro, New Jersey	01/31/85	Fee ownership subject to first, second and third mortgages ⁽¹⁾	Apartment 328 units

Twin Lake Towers Apartments Westmont, Illinois	03/30/84	Fee ownership subject to first mortgage ⁽¹⁾	Apartment 399 units


⁽¹⁾		Each property is held by a limited partnership in which the Partnership ultimately owns a 100% interest.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as noted below, no person or entity was known by the Partnership to be the beneficial owner of more than 5% of the limited partnership units of the Partnership as of September 14, 2007.


Name and Address	Number of Limited Partnership
of Beneficial Owner	Units		Percent of Class
Cooper River Properties, LLC ⁽¹⁾ (an affiliate of Aimco)		4,607		10.30	%

Broad River Properties, L.L.C. ⁽¹⁾ (an affiliate of Aimco)		8,002		17.89	%

AIMCO IPLP, L.P. ⁽¹⁾ (an affiliate of Aimco)		1,824		4.08	%

AIMCO Properties, L.P. ⁽²⁾ (an affiliate of Aimco)		19,317		43.20	%

Total:		33,750		75.47	%


⁽¹⁾		Cooper River Properties, LLC, Broad River Properties, L.L.C. and AIMCO IPLP, L.P. are indirectly ultimately owned by Aimco. Their business address is 55 Beattie Place, Greenville, SC 29602.

⁽²⁾		AIMCO Properties, LP is indirectly ultimately controlled by Aimco. Its business address is 4582 S. Ulster St. Parkway, Suite 1100, Denver, CO 80237.

Neither the Partnership nor the General Partner has any officers or directors. In addition, no officer or director of Aimco, which wholly-owns the sole shareholder of our General Partner, owns any limited partnership units.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made herein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are indicated by words such as “believes,” “intends,” “expects,” “anticipates” and similar words or phrases. Such statements are based on current expectations and are subject to risks, uncertainties and assumptions. Should any of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Factors that could cause the actual results to differ materially from those in our forward-looking statements include construction cost overruns, unforeseen environmental or engineering problems, shortages of materials or skilled labor, labor disputes, work stoppages, scheduling problems, weather interference, natural disasters, changes in existing real estate and debt markets, the availability of alternative funding sources and general economic conditions and the economic performance of the Partnership and the Property. Given these uncertainties, limited partners are cautioned not to place undue reliance on our forward-looking statements.

WHERE YOU CAN FIND MORE INFORMATION ABOUT THE PARTNERSHIP

We are subject to the informational requirements of the Securities Exchange Act of 1934 and are required to file annual and quarterly reports, proxy statements and other information with the SEC. You can inspect and copy reports and other information filed by us with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site at http://www.sec.gov that contains reports and proxy and information statements regarding issuers, including us, that file electronically with the SEC.

You should only rely on the information provided in this information statement or any supplement or on information we have filed with the SEC. We have not authorized anyone else to provide you with information. You should not assume that the information in this information statement or any supplement or in any of our filings with the SEC is accurate as of any date other than the date on the front of this information statement or the supplement or as of the date of such filings.

You may request a copy of our filings with the SEC, at no cost, by writing or calling us at the following address or facsimile or telephone number: c/o THE ALTMAN GROUP, INC., 1200 Wall Street, 3rd Floor, Lyndhurst, NJ 07071; by fax at (201) 460-0050; or by telephone at (800) 217-9608.

NO APPRAISAL RIGHTS

Our limited partners are not entitled to dissenters’ appraisal rights under California law or our limited partnership agreement in connection with the amendments to the limited partnership agreement or the Partnership’s retention of Aimco/Bethesda to provide redevelopment services as described herein.

REGULATORY APPROVALS

Other than the filing and distribution of this information statement, no regulatory approvals are required to enable the Partnership to amend the limited partnership agreement or to retain Aimco/Bethesda to provide redevelopment services as described herein.

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS

Only one information statement is being delivered to multiple limited partners sharing an address unless the Partnership has received contrary instructions from one or more of the limited partners.

The Partnership will undertake to deliver promptly upon written or oral request a separate copy of this information statement to a limited partner at a shared address to which the Partnership delivered a single copy of the information statement. If a limited partner wishes to notify the Partnership that he or she wishes to receive a separate copy of this information statement, the limited partner may contact the Partnership as follows:


		By mail:		c/o THE ALTMAN GROUP, INC., 1200 Wall Street, 3rd Floor, Lyndhurst, NJ 07071
		By telephone:		(800) 217-9608
		By fax:		(201) 460-0050

A limited partner may also use the above telephone number, facsimile number or mailing address to notify the Partnership that limited partners sharing an address request delivery of a single copy of this information statement if they are receiving multiple copies.

ANNEX I

AMENDMENT
TO
AMENDED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP
OF
ANGELES PARTNERS XII

THIS AMENDMENT TO AMENDED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF ANGELES PARTNERS XII (this “Amendment”) is entered into as of September ___, 2007, by and among Angeles Realty Corporation II, a California corporation (the “Managing General Partner”), and each of the Limited Partners. All capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings given to them in the Partnership Agreement (as defined below).

Recitals

WHEREAS, Angeles Partners XII, a California limited partnership (the “Partnership”), is governed pursuant to the terms of that certain Amended Certificate and Agreement of Limited Partnership, dated as of May 24, 1983 (as amended, the “Partnership Agreement”); and

WHEREAS, the Managing General Partner has obtained consents of the requisite percentage-in-interest of the Limited Partners (i.e., Limited Partners who own more than 50% of the outstanding Units), necessary to amend the Partnership Agreement as provided in this Amendment.

NOW, THEREFORE, in consideration of the premises, the agreement of the parties herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the parties hereby agree as follows:

1. Payment of Expenses. Section 8.4 of the Partnership Agreement is hereby amended by adding the following sentence to the end of the fifth paragraph of such section:

“Notwithstanding anything herein to the contrary, the Managing General Partner may cause the Partnership to enter into any contract with the Managing General Partner or its Affiliates to provide services to the Partnership in connection with redevelopment of any of the properties owned by the Partnership, and receive fees or other compensation from the Partnership for such services, provided that any such fees or other compensation shall not exceed an amount which is competitive in price and terms with other nonaffiliated persons rendering comparable services.”

2. Conflicts of Interest. Section 19.4 of the Partnership Agreement is hereby amended by adding the following sentence to the end of such section:

“Notwithstanding the foregoing, the Managing General Partner may cause the Partnership to enter into any contract with the Managing General Partner or its Affiliates to provide services to the Partnership in connection with redevelopment of any of the properties owned by the Partnership, and receive fees or other compensation from the Partnership for such services, provided that any such fees or other compensation shall not exceed an amount which is competitive in price and terms with other nonaffiliated persons rendering comparable services.”

3. Limitation on General Partners’ Power and Authority. Section 8.2(q) of the Partnership Agreement is hereby amended by adding the following sentence to the end of such paragraph:

“Notwithstanding anything in this Section 8.2(q) to the contrary, the General Partners and their affiliates may make loans to the Partnership on third-party market terms (which may include rates of interest in excess of the maximum allowable under the preceding sentence) in connection with any operating deficits or other contingencies of the Partnership or redevelopment costs incurred in connection with the Partnership’s properties.”

4. Miscellaneous.

(a) Effect of Amendment. In the event of any inconsistency between the terms of the Partnership Agreement and the terms of this Amendment, the terms of this Amendment shall prevail. In the event of any conflict or apparent conflict between any of the provisions of the Partnership Agreement as amended by this Amendment, such conflicting provisions shall be reconciled and construed to give effect to the terms and intent of this Amendment.

(b) Ratification. Except as otherwise expressly modified hereby, the Partnership Agreement shall remain in full force and effect, and all of the terms and provisions of the Partnership Agreement, as herein modified, are hereby ratified and reaffirmed. Except as amended hereby, the Partnership Agreement shall continue, unmodified, and in full force and effect.

(c) Counterparts. This Amendment may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same instrument.

(d) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OF CONFLICTS OF LAW.

[Signatures appear on following page]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.


		The Managing General Partner:

		Angeles Realty Corporation II

		By:
				Name:
				Title:

		The Limited Partners:

		COOPER RIVER PROPERTIES, LLC

		By:


		By:
				Name:
				Title:

		AIMCO IPLP, L.P.

		By:		AIMCO/IPT, Inc., Its General Partner

		By:
				Name:
				Title:

		BROAD RIVER PROPERTIES, L.L.C.

		By:


		By:
				Name:
				Title:

		AIMCO PROPERTIES, L.P.

		By:		AIMCO-GP, Inc., Its General Partner

		By:
				Name:
				Title: