SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

ANGELES PARTNERS XII
(Name of Subject Company (Issuer))

AIMCO PROPERTIES, L.P. -- OFFEROR
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))

LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)

NONE
(CUSIP Number of Class of Securities)

Patrick J. Foye
Executive Vice President
Apartment Investment And Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8081

(Name, Address, and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy To:

Gregory M. Chait
Robert Barker
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E., Sixteenth Floor
Atlanta, Georgia 30303
(404) 572-6600

CALCULATION OF FILING FEE

Transaction Valuation* Amount of Filing Fee

$7,113,984 $655

* For purposes of calculating the fee only. This amount assumes the
purchase of 15,104 units of limited partnership interest of Angeles Partners XII
for $471.00 per unit. Pursuant to Rule 0-11 under the Exchange Act of 1934, the
filing fee equals $92 per $1,000,000 (prorated for amounts less than
$1,000,000). The filing fee is calculated by multiplying the aggregate offering
amount by .000092.

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

Amount Previously Paid: __________ Filing Party: __________

Form or Registration No.: __________ Date Filed: ___________

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

Check the appropriate boxes below to designate any transactions to
which the statement relates:

[X] third-party tender offer subject to Rule 14d-1. [ ] going-private transaction subject to Rule 13e-3.

[ ] issuer tender offer subject to Rule 13e-4. [ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]

TENDER OFFER STATEMENT

This Tender Offer Statement on Schedule TO relates to the tender offer by
AIMCO Properties, L.P., a Delaware limited partnership, to purchase outstanding
units of limited partnership interest of Angeles Partners XII, a California
limited partnership, at a price of $471.00 per unit in cash, subject to the
conditions set forth in the Offer to Purchase, dated May 7, 2002, and in the
related Letter of Transmittal and Acknowledgment and Agreement, which, as
amended and supplemented from time to time, together constitute the tender
offer. Copies of the Offer to Purchase, Letter of Transmittal and Acknowledgment
and Agreement are filed with this Schedule TO as Exhibits 1, 2 and 3,
respectively.

The information in Exhibits 1-3, 5 and 6 is incorporated in this Schedule
TO by reference in answer to items 1 through 11 of Schedule TO.

Neither AIMCO Properties, L.P. nor any of the people or entities listed on
Annex I to the Offer to Purchase has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or was, during the last five years, a party to any judicial or administrative
proceeding (except for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of federal or state
securities laws.

Item 12. Exhibits.

1 Offer to Purchase limited partnership units of Angeles Partners XII,
dated May 7, 2002.

2 Letter of Transmittal and related instructions, dated May 7, 2002
(included as Annex II to the Offer to Purchase attached as Exhibit
(1)(a)).

3 Acknowledgement and Agreement, dated May 7, 2002.

4 Letter, dated May 7, 2002, from AIMCO Properties, L.P., to the limited
partners of Angeles Partners XII.

5 Third Amended and Restated Credit Agreement (Secured Revolving Credit
Facility), dated as of November 6, 2001, by and among AIMCO Properties,
L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of
America, N.A., Fleet National Bank, and First Union National Bank.
(Exhibit 10.1 to AIMCO Properties, L.P.'s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001, filed on November 14, 2001, is
incorporated herein by this reference).

6 Annual Report of AIMCO Properties, L.P. for the year ended December 31,
2001 filed on Form 10-K405 on April 1, 2002, is incorporated herein by
this reference.

SIGNATURE

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

Dated: May 7, 2002
AIMCO PROPERTIES, L.P.

By: AIMCO-GP, INC.
(General Partner)

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

AIMCO-GP, INC.

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

APARTMENT INVESTMENT
AND MANAGEMENT COMPANY

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

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
- ------- ---------------

1 Offer to Purchase limited partnership units of Angeles Partners XII, dated
May 7, 2002.

2 Letter of Transmittal and related instructions, dated May 7, 2002
(included as Annex II to the Offer to Purchase attached as Exhibit
(1)(a)).

3 Acknowledgement and Agreement, dated May 7, 2002.

4 Letter, dated May 7, 2002, from AIMCO Properties, L.P., to the limited
partners of Angeles Partners XII.

6 Annual Report of AIMCO Properties, L.P. for the year ended December 31,
2001 filed on Form 10-K405 on April 1, 2002, is incorporated herein by
this reference.