FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report



                   U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

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

                For the quarterly period ended March 31, 2002


[ ]   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 0-16116


                     ANGELES OPPORTUNITY PROPERTIES, LTD.
      (Exact name of small business issuer as specified in its charter)



         California                                              95-4052473
(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
                           (Issuer's telephone number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Exchange Act during the 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. Yes X No___







                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS


a)

                     ANGELES OPPORTUNITY PROPERTIES, LTD.

                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                       (in thousands, except unit data)

                                 March 31, 2002



Assets
                                                                          
   Cash and cash equivalents                                                 $  541
   Receivables and deposits                                                      19
   Restricted escrows                                                            40
   Other assets                                                                 321
   Investment properties:
      Land                                                    $ 1,013
      Buildings and related personal property                   8,244
                                                                9,257
      Less accumulated depreciation                            (3,309)        5,948

                                                                            $ 6,869
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 51
   Tenant security deposit liabilities                                           24
   Accrued property taxes                                                        68
   Other liabilities                                                            162
   Mortgage notes payable                                                     6,892

Partners' Deficit:
   General partner                                             $ (153)
   Limited partners (12,425 units issued and
      outstanding)                                               (175)         (328)

                                                                            $ 6,869

         See Accompanying Notes to Consolidated Financial Statements





b)

                     ANGELES OPPORTUNITY PROPERTIES, LTD.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                       (in thousands, except unit data)



                                                            Three Months Ended
                                                                 March 31,
                                                             2002        2001
Revenues:
   Rental income                                            $ 601       $ 625
   Other income                                                 44         39
      Total revenues                                           645        664

Expenses:
   Operating                                                   231        245
   General and administrative                                   42         41
   Depreciation                                                 88         87
   Interest                                                    130        109
   Property taxes                                               70         65
      Total expenses                                           561        547

Net income                                                   $ 84       $ 117

Net income allocated to general partner (1%)                 $ 1          $ 1

Net income allocated to limited partners (99%)                  83         116

                                                             $ 84        $ 117

Net income per limited partnership unit                     $ 6.68      $ 9.34

Distributions per limited partnership unit                   $ --       $28.09

         See Accompanying Notes to Consolidated Financial Statements



c)

                     ANGELES OPPORTUNITY PROPERTIES, LTD.

            CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)
                       (in thousands, except unit data)



                                       Limited
                                     Partnership     General      Limited
                                        Units        Partner     Partners     Total

                                                                 
Original capital contributions         12,425          $ 1        $12,425    $12,426

Partners' deficit at
   December 31, 2001                   12,425         $ (154)     $ (258)     $ (412)

Net income for the three months
   ended March 31, 2002                    --              1           83         84

Partners' deficit at
   March 31, 2002                      12,425         $ (153)     $ (175)     $ (328)

         See Accompanying Notes to Consolidated Financial Statements




d)
                     ANGELES OPPORTUNITY PROPERTIES, LTD.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                (in thousands)




                                                                 Three Months Ended
                                                                       March 31,
                                                                  2002        2001
Cash flows from operating activities:
                                                                        
  Net income                                                      $ 84        $ 117
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                      88          87
   Amortization of loan costs and discount                            5           8
   Change in accounts:
      Receivables and deposits                                      155         180
      Other assets                                                  (72)        (26)
      Accounts payable                                                8         (47)
      Accrued property taxes                                        (17)       (192)
      Other liabilities                                             100          11
         Net cash provided by operating activities                  351         138

Cash flows from investing activities:
  Property improvements and replacements                            (36)        (48)
  Net withdrawals from restricted escrows                            --          39
         Net cash used in investing activities                      (36)         (9)

Cash flows from financing activities:
  Payments on mortgage notes payable                                (28)         (7)
  Distributions to partners                                          --        (353)
         Net cash used in financing activities                      (28)       (360)

Net increase (decrease) in cash and cash equivalents                287        (231)

Cash and cash equivalents at beginning of period                    254         393

Cash and cash equivalents at end of period                       $ 541        $ 162

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 94        $ 101

         See Accompanying Notes to Consolidated Financial Statements





e)
                     ANGELES OPPORTUNITY PROPERTIES, LTD.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Angeles
Opportunity  Properties,  Ltd. (the "Partnership" or the "Registrant") have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-QSB and Item 310(b)
of Regulation S-B.  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
"General  Partner"  and a  subsidiary  of Apartment  Investment  and  Management
Company  ("AIMCO"),  a  publicly  traded  real  estate  investment  trust),  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been  included.  Operating  results for the three month
period ended March 31, 2002, are not necessarily  indicative of the results that
may be expected  for the fiscal  year  ending  December  31,  2002.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto  included  in the  Partnership's  Annual  Report on Form  10-KSB for the
fiscal year ended December 31, 2001.

Note B - Transactions with Affiliated Parties

The Partnership has no employees and is dependent on the 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 General  Partner are entitled to receive 5% of gross  receipts
from both of the Partnership's properties as compensation for providing property
management  services.  The  Partnership  paid to such  affiliates  approximately
$32,000  and  $34,000  for the  three  months  ended  March  31,  2002 and 2001,
respectively, which is included in operating expenses.

An affiliate  of the General  Partner  received  reimbursements  of  accountable
administrative  expense  amounting to approximately  $25,000 and $22,000 for the
three months ended March 31, 2002 and 2001,  respectively,  which is included in
general and administrative expenses.

Beginning in 2001, the  Partnership  began insuring 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 General Partner.  During the three months ended March 31,
2002  and  2001,  the  Partnership  was  charged  by  AIMCO  and its  affiliates
approximately $32,000 and $24,000, respectively, for insurance coverage and fees
associated with policy claims administration.

Note C - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its General Partner and several of
their  affiliated  partnerships and corporate  entities.  The action purports to
assert  claims on behalf of a class of  limited  partners  and  derivatively  on
behalf of a number of limited partnerships (including the Partnership) which are
named as nominal defendants, challenging, among other things, the acquisition of
interests in certain General Partner entities by Insignia  Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia;  past
tender offers by the Insignia  affiliates to acquire limited  partnership units;
management of the  partnerships  by the Insignia  affiliates;  and the series of
transactions  which  closed on October 1, 1998 and  February  26,  1999  whereby
Insignia and Insignia  Properties Trust,  respectively,  were merged into AIMCO.
The plaintiffs seek monetary damages and equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the General  Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs  filed an amended  complaint.  The General Partner filed demurrers to
the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended  complaint.  On May 14, 2001,  the Court heard the demurrer to the third
amended  complaint.  On July 10,  2001,  the Court  issued  an order  sustaining
defendants'  demurrer on certain grounds.  On July 20, 2001,  Plaintiffs filed a
motion for  reconsideration  of the Court's July 10, 2001 order granting in part
and denying in part defendants' demurrer. On September 7, 2001, Plaintiffs filed
a fourth amended class and derivative action  complaint.  On September 12, 2001,
the Court denied Plaintiffs' motion for reconsideration. On October 5, 2001, the
General Partner and affiliated defendants filed a demurrer to the fourth amended
complaint,  which was heard on December 11, 2001. On February 2, 2002, the Court
served its order granting in part the demurrer.  The Court has dismissed without
leave  to amend  certain  of the  plaintiffs'  claims.  On  February  11,  2002,
plaintiffs  filed a motion seeking to certify a putative class  comprised of all
non-affiliated  persons  who own or have owned  units in the  partnerships.  The
General Partner and affiliated  defendants oppose the motion. On April 29, 2002,
the Court heard argument on the motion and ordered further  briefing after which
time the matter will be taken under submission. The Court has set the matter for
trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the General Partner and affiliated defendants
moved to strike the first  amended  complaint in its entirety for  violating the
Court's  July 10, 2001 order  granting  in part and denying in part  defendants'
demurrer in the Nuanes action, or  alternatively,  to strike certain portions of
the  complaint  based on the statute of  limitations.  Other  defendants  in the
action demurred to the fourth amended complaint,  and,  alternatively,  moved to
strike the  complaint.  On December  11, 2001,  the court heard  argument on the
motions and took the matters under  submission.  On February 4, 2002,  the Court
served  notice of its order  granting  defendants'  motion to strike  the Heller
complaint  as a violation  of its July 10, 2001 order in the Nuanes  action.  On
March 27, 2002, the plaintiffs  filed a notice  appealing the order striking the
complaint.

The  General  Partner  does not  anticipate  that any  costs,  whether  legal or
settlement  costs,   associated  with  these  cases  will  be  material  to  the
Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange  Commission made by the  Partnership  from time to time.
The  discussions  of the  Partnership's  business  and  results  of  operations,
including  forward-looking  statements pertaining to such matters, does not take
into  account  the  effects of any  changes to the  Partnership's  business  and
results of operation.  Accordingly,  actual results could differ materially from
those  projected in the  forward-looking  statements  as a result of a number of
factors, including those identified herein.

The Partnership's  investment properties consist of two apartment complexes. The
following table sets forth the average  occupancy for each of the properties for
the three months ended March 31, 2002 and 2001:

                                                Average Occupancy
      Property                                  2002          2001

      Lake Meadows Apartments (1)                86%          97%
         Garland, Texas
      Lakewood Apartments (2)                    92%          95%
         Tomball, Texas

(1)   Occupancy  at  Lake  Meadows  Apartments  decreased  primarily  due to the
      economy and lower home mortgage rates.

(2)   Occupancy  at  Lakewood  Apartments  decreased  primarily  due to a  large
      employer lay-off in the area.

Results from Operations

The Partnership  reported net income of  approximately  $84,000 and $117,000 for
the three  months ended March 31, 2002 and 2001,  respectively.  The decrease in
net income is  attributable  to a decrease in total  revenues and an increase in
total  expenses.  The decrease in total  revenues is due to a decrease in rental
income.  Rental income  decreased  due to a decrease in occupancy,  as discussed
above,  partially  offset  by an  increase  in  rental  rates  at  both  of  the
Partnership's investment properties.

Total expenses increased due to an increase in interest expense partially offset
by a decrease  in  operating  expense.  Interest  expense  increased  due to the
refinancing  of Lakewood  Apartments in December 2001 which resulted in a higher
debt balance.  The decrease in operating  expense is primarily due to a decrease
in property  expense.  The decrease in property  expense is  primarily  due to a
decrease  in  overall  utility  costs  at  Lakewood   Apartments.   General  and
administrative,  depreciation  and  property tax  expenses  remained  relatively
consistent.  Included in general and administrative expense for the three months
ended  March 31,  2002 and 2001 are  management  reimbursements  to the  General
Partner  as  allowed  under  the  Partnership  Agreement.  In  addition,   costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory  agencies and the annual audit required by the Partnership  Agreement
are also included in general and administrative expenses.

As part of the ongoing  business plan of the  Partnership,  the General  Partner
monitors the rental market  environment of its  investment  properties to assess
the feasibility of increasing rents,  maintaining or increasing occupancy levels
and protecting the Partnership from increases in expenses. As part of this plan,
the  General  Partner  attempts to protect  the  Partnership  from the burden of
inflation-related  increases in expenses by increasing  rents and  maintaining a
high overall occupancy level. However, due to changing market conditions,  which
can  result in the use of rental  concessions  and rental  reductions  to offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.

Liquidity and Capital Resources

At  March  31,  2002,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $541,000  compared to  approximately  $162,000 at March 31, 2001.
Cash and cash  equivalents  increased  approximately  $287,000 from December 31,
2001 due to  approximately  $351,000 of cash  provided by operating  activities,
offset by  approximately  $28,000  and  $36,000  of cash used in  financing  and
investing activities,  respectively. Cash used in financing activities consisted
of principal payments made on the mortgages  encumbering Lake Meadows Apartments
and Lakewood Apartments. Cash used in investing activities consisted of property
improvements  and  replacements.  The  Partnership  invests its working  capital
reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state,  and local legal and regulatory  requirements.  Capital  improvements for
each of the Partnership's properties are detailed below.

Lake Meadows Apartments

Approximately  $34,000 has been budgeted for capital  improvements  for the year
2002 at Lake  Meadows  Apartments  consisting  primarily  of floor  covering and
appliance  replacements.  During the three  months  ended  March 31,  2002,  the
Partnership  completed  approximately  $11,000 of capital  improvements  at Lake
Meadows Apartments  consisting primarily of floor covering  replacements.  These
improvements were funded from operating cash flow.  Additional  improvements may
be  considered  and will depend on the  physical  condition  of the property and
anticipated cash flow generated by the property.

Lakewood Apartments

Approximately  $89,000 has been budgeted for capital  improvements  for the year
2002 at Lakewood Apartments for parking area improvements, air conditioning unit
replacements  and floor  covering and appliance  replacements.  During the three
months ended March 31, 2002, the Partnership completed  approximately $25,000 of
capital  improvements  at the property,  consisting  primarily of floor covering
replacements,   appliance   replacements,   and   structural   upgrades.   These
improvements were funded from operating cash flow.  Additional  improvements may
be  considered  and will depend on the  physical  condition  of the property and
anticipated cash flow generated by the property.

Additional  capital  expenditures  will be  incurred  only to the extent of cash
available  from  operations,   capital  reserves,  and  from  the  Partnership's
reserves.  To the extent that such budgeted capital  improvements are completed,
the Partnership's  distributable cash flow, if any, may be adversely affected at
least in the short term.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness  is  approximately  $6,892,000,   net  of  discount.  Lake  Meadows
Apartments'  mortgage is being  amortized over 343 months with balloon  payments
due at the maturity date of October 2003. Lakewood  Apartments'  indebtedness is
being amortized over 240 months with a maturity date of January 1, 2022 at which
time it will be fully  amortized.  The General Partner will attempt to refinance
such  indebtedness  and/or sell the properties  prior to such maturity dates. If
the  properties  cannot  be  refinanced  or sold for a  sufficient  amount,  the
Partnership will risk losing such properties through foreclosure.

The Partnership  distributed the following amounts during the three months ended
March 31, 2002 and 2001 (in thousands, except per unit data):

                  Three Months     Per Limited      Three Months     Per Limited
                     Ended         Partnership         Ended         Partnership
                 March 31, 2002        Unit        March 31, 2001        Unit

Operations            $ --             $ --            $ 353            $28.09

The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis. Future cash distributions will depend on the levels of net cash generated
from  operations,  the  availability  of cash  reserves,  and the timing of debt
maturities,  refinancings, and/or property sales. There can be no assurance that
the Partnership  will generate  sufficient  funds from operations after required
capital  expenditures to permit  distributions to its partners for the remainder
of 2002 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 5,813 limited partnership units (the
"Units") in the  Partnership  representing  46.79% of the  outstanding  Units at
March 31, 2002. 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  make  one  or  more  additional  offers  to  acquire   additional  limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the General Partner.  As a result of
its  ownership  of 46.79% of the  outstanding  Units,  AIMCO is in a position to
influence all such voting decisions with respect to the Registrant.  When voting
on matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the General Partner because of its affiliation with
the General Partner.





                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its General Partner and several of
their  affiliated  partnerships and corporate  entities.  The action purports to
assert  claims on behalf of a class of  limited  partners  and  derivatively  on
behalf of a number of limited partnerships (including the Partnership) which are
named as nominal defendants, challenging, among other things, the acquisition of
interests in certain General Partner entities by Insignia  Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia;  past
tender offers by the Insignia  affiliates to acquire limited  partnership units;
management of the  partnerships  by the Insignia  affiliates;  and the series of
transactions  which  closed on October 1, 1998 and  February  26,  1999  whereby
Insignia and Insignia  Properties Trust,  respectively,  were merged into AIMCO.
The plaintiffs seek monetary damages and equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the General  Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs  filed an amended  complaint.  The General Partner filed demurrers to
the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended  complaint.  On May 14, 2001,  the Court heard the demurrer to the third
amended  complaint.  On July 10,  2001,  the Court  issued  an order  sustaining
defendants'  demurrer on certain grounds.  On July 20, 2001,  Plaintiffs filed a
motion for  reconsideration  of the Court's July 10, 2001 order granting in part
and denying in part defendants' demurrer. On September 7, 2001, Plaintiffs filed
a fourth amended class and derivative action  complaint.  On September 12, 2001,
the Court denied Plaintiffs' motion for reconsideration. On October 5, 2001, the
General Partner and affiliated defendants filed a demurrer to the fourth amended
complaint,  which was heard on December 11, 2001. On February 2, 2002, the Court
served its order granting in part the demurrer.  The Court has dismissed without
leave  to amend  certain  of the  plaintiffs'  claims.  On  February  11,  2002,
plaintiffs  filed a motion seeking to certify a putative class  comprised of all
non-affiliated  persons  who own or have owned  units in the  partnerships.  The
General Partner and affiliated  defendants oppose the motion. On April 29, 2002,
the Court heard argument on the motion and ordered further  briefing after which
time the matter will be taken under submission. The Court has set the matter for
trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the General Partner and affiliated defendants
moved to strike the first  amended  complaint in its entirety for  violating the
Court's  July 10, 2001 order  granting  in part and denying in part  defendants'
demurrer in the Nuanes action, or  alternatively,  to strike certain portions of
the  complaint  based on the statute of  limitations.  Other  defendants  in the
action demurred to the fourth amended complaint,  and,  alternatively,  moved to
strike the  complaint.  On December  11, 2001,  the court heard  argument on the
motions and took the matters under  submission.  On February 4, 2002,  the Court
served  notice of its order  granting  defendants'  motion to strike  the Heller
complaint  as a violation  of its July 10, 2001 order in the Nuanes  action.  On
March 27, 2002, the plaintiffs  filed a notice  appealing the order striking the
complaint.

The  General  Partner  does not  anticipate  that any  costs,  whether  legal or
settlement  costs,   associated  with  these  cases  will  be  material  to  the
Partnership's overall operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  None.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended March 31, 2002.






                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                    ANGELES OPPORTUNITY PROPERTIES, LTD.


                                    By:   Angeles Realty Corporation II
                                          General Partner


                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President


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


                                    Date: