July 21, 2005

Via Facsimile ((864) 239-5815) and U.S. Mail

Martha L. Long
Senior Vice President
Apartment Investment and Management Company
55 Beattie Place
Greenville, SC  29601

RE:	Angeles Partners XII
      Schedule 14D-9 filed July 15, 2005
      File No. 005-50745

Dear Ms. Long:

      We have the following comments on the above-referenced
filing.

Schedule 14D-9
1. We note that you have indicated that Item 3 of Schedule 14D-9
is
inapplicable.  We also note that AIMCO affiliates own 74.40% of
the
outstanding partnership units and that Ms. Long, who signed this
Schedule as Senior Vice President of Angeles Realty Corporation
II,
is also Senior Vice President of AIMCO.  We further note the
disclosure with respect to conflicts of interest in your tender
offer
dated November 11, 2004.  Please revise or tell us why you believe
no
information is required to be disclosed pursuant to Item 3 of
Schedule 14D-9.

Letter to Unit Holders
2. We note that you make no recommendation with respect to the
tender
offer.  It appears, however, that the information you present is
mainly about negative factors unit holders should consider.  As it
appears that the general partner is affiliated with AIMCO, it
appears
that you should revise the letter to disclose this relationship
and
the related actual or potential conflicts of interest.  We note
also
the disclosure with respect to conflicts of interest in your
tender
offer dated November 11, 2004.
3. Please provide the amount of the remaining distribution with
respect to the sale of the Chambers Ridge Apartments, as described
in
the first bullet point of your letter.
4. Please revise the fifth bullet point to describe the decisions
in
which limited partners unaffiliated with the general partner are
given an opportunity to object.
5. We note in the eighth bullet point that the range of sales
prices
for your units is for the period December 2001-March 2005.  We
also
note, however, that the tender offer stated that the Direct
Investment Spectrum did not report any trades of your units for
the
first quarter of 2005.  Please confirm whether any trades did take
place during the first quarter of 2005 and provide us with
supporting
documentation for your disclosure.  Alternatively, revise your
disclosure as necessary.

Closing Information

      Please amend your filing promptly to comply with our
comments.
If you do not agree with a comment, please tell us why in your
response.  If the information you provide in response to our
comments
materially changes the information that you have already provided
to
security holders, disseminate the revised materials in a manner
reasonably calculated to inform them of the new information.

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

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

* the partnership is responsible for the adequacy and accuracy of
the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the partnership may not assert staff comments as a defense in
any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

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



      Please direct any questions to me at (202) 551-3619.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.


								Sincerely,



								Daniel F. Duchovny
								Attorney-Advisor
								Office of Mergers &
Acquisitions
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Martha L. Long
Apartment Investment and Management Company
July 21, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE