ANGELES PARTNERS XII
55 Beattie Place, P.O. Box 1089
Greenville, SC 29602
April 13, 2005
Correspondence Filing Via Edgar and Overnight Delivery
United States Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 0409
450 Fifth Street, NW
Washington, D.C. 20549
Attn: Mr. Robert Telewicz and Mr. Jorge L. Bonilla
Re: Angeles Partners XII
Form 10-KSB for the year ended December 31, 2004 File No. 0-13309
Gentlemen:
This letter responds to the comments of the staff of the Securities and Exchange
Commission (the "Staff") addressed to Angeles Partners XII, a California limited
partnership (the "Partnership"), in a letter dated March 31, 2005. The
Partnership's response to the Staff's comments are set forth below and are
numbered to correspond to the numbering of the Staff's comments in the Staff's
letter.
* * * * *
Form 10-KSB for the year ended December 31, 2004
Financial Statements and Notes
1. It appears that the second paragraph of the audit report has been
amended to include some of the suggested language from AU Section
9508.18. The suggested modification from AU 9508.18 also includes
the following language "The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over
financial reporting." Either revise to include this additional
sentence or have your auditors tell us why they believe revision is
not necessary. We may have further comment upon review of the
response.
Response: The Partnership's auditors have advised us that in future filings,
the Report of Independent Registered Public Accounting Firm will be revised
such that the second paragraph of the report will read as follows:
We conducted our audits in accordance with the standards of the Public
Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. We were not
engaged to perform an audit of the Partnership's internal control over
financial reporting. Our audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Partnership's internal
control over financial reporting. Accordingly, we express no such opinion.
An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
The Partnership's auditors have advised us that they believe that the above
language complies with the suggested language in AU Section 9508.18.
* * * * *
Management of the Partnership hereby acknowledges that:
o the Partnership is responsible for the adequacy and accuracy of the
disclosure in the filings;
o staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the
filings; and
o 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.
If you have further questions regarding the information provided, please
contact the undersigned or Stephen Waters. Mr. Waters can be reached directly
at (864) 239-1554 or by fax at (864) 239-5824.
Sincerely,
/s/Martha L. Long
Martha L. Long
Senior Vice President
Angeles Realty Corporation as the
managing general partner of Angeles
Partners XII
cc: Stephen B. Waters