Exhibit (a)(3)











July 1, 2005



TO:          UNIT HOLDERS OF ANGELES PARTNERS XII

SUBJECT:     OFFER TO PURCHASE UNITS

Dear Unit Holder:

As described in the enclosed Offer to Purchase and related Letters of
Transmittal (the "Offer") MPF Income Fund 22, LLC; MPF-NY 2005, LLC; Moraga
Gold, LLC; Sutter Opportunity Fund 3, LLC; MPF DeWaay Fund 2, LLC; MPF Flagship
Fund 10, LLC; Mackenzie Patterson Special Fund 6, LLC; Mackenzie Patterson
Special Fund 6-A, LLC; MPF Acquisition Co. 3, LLC; MPF Income Fund 21, LLC; MPF
DeWaay Fund 3, LLC; MPF DeWaay Fund 4, LLC; MPF Flagship Fund 9, LLC; MPF DeWaay
Premier Fund 2, LLC; MP Value Fund 8, LLC; MPF Special Fund 7, LLC; MacKenzie
Patterson Special Fund 5, LLC; MP Income Fund 20, LLC; and MP Value Fund 6, LLC
(collectively the "Purchasers") are offering to purchase up to 6,716 Units of
limited partnership interest (the "Units") in ANGELES PARTNERS XII (the
"Partnership") at a purchase price equal to:

                                  $620 per Unit
                                  -------------

The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment in ANGELES PARTNERS XII without the usual transaction costs
associated with market sales or partnership transfer fees.

This offer (after deducting the recent $189 per Unit distribution) is higher
than the offer late last year by an affiliate of the General Partner.

After carefully reading the enclosed Offer, if you elect to tender your Units,
mail (using the enclosed pre-addressed, postage paid envelope) or fax a duly
completed and executed copy of the Letter of Transmittal (printed on blue paper)
and change of address forms, and any other documents required by the Letter of
Transmittal, to the Depositary for the Offer at:

                        MacKenzie Patterson Fuller, Inc.
                               1640 School Street
                            Moraga, California 94556
                            Facsimile: (925) 631-9119


If you have any questions or need assistance, please call the Depository at
800-854-8357.

This Offer expires (unless extended) August 1, 2005