SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                 For the fiscal year ended December 31, 2004

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

             For the transition period from _________to _________

                         Commission file number 0-11766

                               ANGELES PARTNERS XI
                 (Name of small business issuer in its charter)

         California                                             95-3788040
(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)

                    Issuer's telephone number (864) 239-1000

        Securities registered under Section 12(b) of the Exchange Act:

                                      None

        Securities registered under Section 12(g) of the Exchange Act:

                            Limited Partnership Units
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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___

Check if there is no disclosure  of delinquent  filers in response to Item 405
of  Regulation  S-B  contained  in  this  form,  and  no  disclosure  will  be
contained,  to the best of the  registrant's  knowledge in definitive proxy or
information  statements  incorporated  by  reference  in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $8,550,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2004. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.     Description of Business

Angeles  Partners XI (the  "Partnership"  or  "Registrant")  is a publicly  held
limited  partnership  organized under the California Uniform Limited Partnership
Act on February 14, 1983. The Partnership's  managing general partner is Angeles
Realty Corporation II ("ARC II" or the "Managing General Partner"), a California
corporation  and  wholly-owned  subsidiary  of MAE GP  Corporation  ("MAE  GP").
Effective  February  25,  1998,  MAE GP merged into  Insignia  Properties  Trust
("IPT"),  which was an affiliate of Insignia Financial Group, Inc. ("Insignia").
Effective  February  26,  1999,  IPT was merged into  Apartment  Investment  and
Management  Company  ("AIMCO"),  a publicly traded real estate investment trust.
Thus the Managing  General  Partner is now a  wholly-owned  subsidiary of AIMCO.
AIMCO  Properties,  L.P. and ARC II/AREMCO  Partners,  Ltd. are the non-managing
general partners and are both affiliates of AIMCO.  Effective November 30, 2001,
AIMCO/IPT, Inc., an affiliate of the Managing General Partner, purchased the 99%
limited  partner   interest  in  ARC  II/AREMCO   Partners,   Ltd.  The  Elliott
Accommodation  Trust and the Elliott Family  Partnership,  a California  Limited
Partnership,  were the non-managing  general  partners.  Effective  December 31,
1997, the Elliott Family  Partnership,  Ltd. acquired the Elliott  Accommodation
Trust's  general  partner  interest in the  Partnership.  On June 30, 2000,  the
Elliott  Family   Partnership   sold  its  general  partner  interest  to  AIMCO
Properties, LP, a wholly owned subsidiary of AIMCO. The Managing General Partner
and the non-managing general partners are herein collectively referred to as the
"General Partners".  The Partnership  Agreement provides that the Partnership is
to terminate on December 31, 2035, unless terminated prior to such date.

The  Partnership is engaged in the business of operating and holding real estate
properties for investment.  In 1983 and 1984, during its acquisition  phase, the
Partnership  acquired eight existing  apartment  properties,  a retail/apartment
complex, a retail/office  complex and an office/warehouse  complex. In 1991, the
Partnership   invested  in  a  joint   venture  along  with  two  other  related
partnerships.  On February 26, 1999, the joint venture sold its only  investment
property.  The Partnership  continues to own and operate one apartment  complex.
See "Item 2. Description of Property".

Commencing  February 14,  1983,  the  Partnership  offered up to 40,000 units of
Limited  Partnership  Interest (the "Units"),  at a purchase price of $1,000 per
Unit with a minimum  purchase of 5 Units  ($5,000)  pursuant  to a  Registration
Statement filed with the Securities and Exchange Commission. Upon termination of
the offering,  the Partnership sold 40,000 units  aggregating  $40,000,000.  The
General Partners  contributed capital in the amount of $30,000 for a 1% interest
in the  Partnership.  Since  its  initial  offering,  the  Partnership  has  not
received,  nor  are  limited  partners  required  to  make,  additional  capital
contributions.

The Partnership  has no employees.  Management and  administrative  services are
provided by the Managing  General Partner and by agents retained by the Managing
General Partner. An affiliate of the Managing General Partner has been providing
management services for the Partnership.

Risk Factors

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Partnership's  property.  The number and quality of competitive  properties,
including  those that may be managed by an  affiliate  of the  Managing  General
Partner in such market area,  could have a material  effect on the rental market
for the  apartments  at the  Partnership's  property  and the rents  that may be
charged for such  apartments.  Although  the  Managing  General  Partner and its
affiliates  own and/or  control a significant  number of apartment  units in the
United  States,  such  units  represent  an  insignificant  percentage  of total
apartment units in the United States and, competition for apartments is local.

Laws benefiting  disabled persons may result in the Partnership's  incurrence of
unanticipated  expenses.  Under the Americans with  Disabilities Act of 1990, or
ADA,  all places  intended to be used by the public are required to meet certain
Federal  requirements  related to access and use by disabled persons.  Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartment  properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Partnership's  property, or restrict renovations of the property.  Noncompliance
with these laws could result in the  imposition  of fines or an award of damages
to  private  litigants  and  also  could  result  in an  order  to  correct  any
non-complying  feature,  which could result in substantial capital expenditures.
Although the Managing General Partner believes that the  Partnership's  property
is  substantially in compliance with the present  requirements,  the Partnership
may incur unanticipated expenses to comply with the ADA and the FHAA.

Both the income and expenses of operating the property owned by the  Partnership
are subject to factors outside of the Partnership's  control, such as changes in
the supply and demand for  similar  properties  resulting  from  various  market
conditions, increases/decreases in unemployment or population shifts, changes in
the  availability of permanent  mortgage  financing,  changes in zoning laws, or
changes in patterns or needs of users. In addition,  there are risks inherent in
owning  and  operating  residential   properties  because  such  properties  are
susceptible  to the  impact of  economic  and other  conditions  outside  of the
control of the Partnership.

From time to time, the Federal Bureau of  Investigation,  or FBI, and the United
States  Department  of  Homeland  Security  issue  alerts  regarding   potential
terrorist threats  involving  apartment  buildings.  Threats of future terrorist
attacks,  such as those  announced  by the FBI and the  Department  of  Homeland
Security,  could  have a  negative  effect on rent and  occupancy  levels at the
Partnership's properties. The effect that future terrorist activities or threats
of such activities could have on the  Partnership's  operations is uncertain and
unpredictable. If the Partnership were to incur a loss at a property as a result
of an act of  terrorism,  the  Partnership  could  lose all or a portion  of the
capital  invested  in the  property,  as well as the  future  revenue  from  the
property.  In this regard,  the Partnership has purchase insurance to cover acts
of terrorism.  The Managing General Partner does not anticipate that these costs
will  have  a  negative  effect  on  the  Partnership's  consolidated  financial
condition or results of operations.

There have been, and it is possible there may be other, Federal, state and local
legislation  and  regulations   enacted   relating  to  the  protection  of  the
environment.  The Partnership is unable to predict the extent,  if any, to which
such new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations  might adversely  affect the property
owned by the Partnership.

The  Partnership  monitors its property for evidence of  pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental  testing has been performed which resulted in no material  adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation"  included in "Item 6" of this Form
10-KSB.

Item 2.     Description of Property

The following table sets forth the Partnership's investment in property:

                               Date of
Property                      Purchase         Type of Ownership       Use

Fox Run Apartments             5/27/83   Fee ownership subject to    Apartments
  Plainsboro, New Jersey                 first mortgage (1)           776 units

(1) Property is held by a wholly owned Limited Partnership.

Schedule of Property

Set forth  below for the  Partnership's  property is the gross  carrying  value,
accumulated  depreciation,  depreciable life, method of depreciation and federal
tax basis.
<TABLE>
<CAPTION>

                        Gross
                       Carrying   Accumulated   Depreciable               Federal
Property                Value    Depreciation      Life       Method     Tax Basis
                           (in thousands)                             (in thousands)

<S>                    <C>         <C>           <C>                      <C>
Fox Run Apartments     $38,107     $28,804       5-30 yrs      S/L        $11,082
</TABLE>

See  "Note A" of the  consolidated  financial  statements  included  in "Item 7.
Financial Statements" for a description of the Partnership's  capitalization and
depreciation policies.

Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the  loan
encumbering the Partnership's property.
<TABLE>
<CAPTION>

                         Principal                                         Principal
                        Balance At                                          Balance
                       December 31,    Interest    Period     Maturity      Due At
      Property             2004          Rate    Amortized    Date (1)     Maturity
                      (in thousands)                                    (in thousands)
Fox Run Apartments
<S>                       <C>           <C>      <C>   <C>    <C>            <C>
  1st mortgage            $32,248       6.76%    20 yrs(1)    12/2021        $ --
</TABLE>

(1)   See "Item 7. Financial  Statements - Note B" for information  with respect
      to the  Partnership's  ability  to prepay  this  loan and  other  specific
      details about the loan.

Rental Rates and Occupancy

Average annual rental rates and occupancy for 2004 and 2003 for the property:

                                    Average Annual              Average Annual
                                     Rental Rates                 Occupancy
                                      (per unit)
 Property                        2004           2003          2004         2003

 Fox Run Apartments             $11,083       $10,738         90%           94%

The Managing General Partner attributes the decrease in average occupancy at Fox
Run Apartments to job transfers and tenants purchasing homes.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  The Partnership's  property is subject to competition from
other residential  apartment complexes in the area. The Managing General Partner
believes that the property is adequately  insured.  The property is an apartment
complex  which  leases its units for lease terms of one year or less.  No tenant
leases  10% or more of the  available  rental  space.  The  property  is in good
physical  condition,  subject to normal  depreciation  and  deterioration  as is
typical for assets of this type and age.

Real Estate Taxes and Rates

Real estate tax and rates in 2004 were:

                                    2004             2004
                                  Billing            Rate
                                 (in thousands)
Fox Run Apartments                 $1,173            3.21%

During 2004, the Partnership appealed the assessed property tax value of Fox Run
Apartments. The 2004 property taxes were paid by the Partnership during the year
ended December 31, 2004 and a receivable  was recorded for the amount  appealed.
The  property  tax  receivable  for 2004 is based on the  property  tax value as
estimated  by a third party  property  tax  specialist.  The 2004  property  tax
expense  based on this  estimate and  recorded in the  financial  statements  is
approximately  $1,120,000.  If the Partnership is unsuccessful in its appeal, it
could potentially be required to record up to $52,000 of additional property tax
expense.  The  Partnership  believes  that the recorded  receivable  is the best
estimate of the amount overpaid for New Jersey property taxes.

Capital Improvements

During the year ended December 31, 2004, the Partnership completed approximately
$1,057,000 of capital improvements at Fox Run Apartments primarily consisting of
water heater and floor covering replacements,  structural improvements,  heating
and electrical upgrades, air conditioning unit and other appliance replacements,
interior  decoration,  exterior  painting  and  cabinet,  concrete  and  balcony
replacements.  These  improvements  were funded from  operating  cash flow.  The
Partnership  regularly  evaluates the capital improvement needs of the property.
While the Partnership has no material commitments for property  improvements and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as anticipated cash flow generated by the property.

Item 3.     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 Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that 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  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second appeal.  On March 21, 2005, the Court of Appeals issued  opinions in both
pending appeals. With regard to the settlement and judgment entered thereto, the
Court of Appeals vacated the trial court's order and remanded to the trial court
for further  findings on the basis that the "state of the record is insufficient
to permit meaningful  appellate  review".  With regard to the second appeal, the
Court of Appeals reversed the order requiring the Objector to pay referee fees.

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

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General  Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call." Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Managing  General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
consolidated financial condition or results of operations.

Item 4.     Submission of Matters to a Vote of Security Holders

During the quarter ended December 31, 2004, no matter was submitted to a vote of
unitholders through the solicitation of proxies or otherwise.


<PAGE>


                                     PART II

Item 5.     Market for the Partnership's Common Equity and Related Security
            Holder Matters

In February 1983, the Partnership, a publicly-held limited partnership,  offered
and sold  40,000  Limited  Partnership  Units  (the  "Units")  for an  aggregate
purchase  price of  $40,000,000.  The  Partnership  currently  has 39,627  Units
outstanding held by 1,189 Limited Partners of record. Affiliates of the Managing
General  Partner  owned  28,136  Units or  71.00%  of the  outstanding  Units at
December 31, 2004. No public trading market has developed for the Units,  and it
is not anticipated that such a market will develop in the future.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                        Per Limited                        Per Limited
                       Year Ended       Partnership      Year Ended        Partnership
                    December 31, 2004      Unit       December 31, 2003       Unit

<S>         <C>           <C>              <C>              <C>              <C>
Refinancing (1)           $ --             $ --             $ 134            $ 3.36
</TABLE>

(1)   Refinancing  proceeds are from the December  2001  refinancing  of Fox Run
      Apartments.  Approximately  $554,000 remains to be distributed at December
      31, 2004.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  timing  of the  debt  maturity,  sale of the  property  and/or
refinancing.  The Partnership's cash available for distribution is reviewed on a
monthly  basis.  There can be no assurance  that the  Partnership  will generate
sufficient   funds  from   operations,   after  required   capital   improvement
expenditures,  to permit  distributions  to its  partners in 2005 or  subsequent
periods.  See "Item 2.  Description  of  Property  - Capital  Improvements"  for
information relating to anticipated capital expenditures at the property.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its  affiliates  owned 28,136  Units in the  Partnership
representing  71.00% of the outstanding  Units at December 31, 2004. 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 acquire additional
units  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P, the operating  partnership of AIMCO,  either  through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of  71.00% of the  outstanding
Units,  AIMCO  and its  affiliates  are in a  position  to  control  all  voting
decisions with respect to the Partnership. Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO as its sole stockholder.


<PAGE>


Item 6.     Management's Discussion and Analysis or Plan of Operation

This  item  should  be read  in  conjunction  with  the  consolidated  financial
statements and other items contained elsewhere in this report.

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  2004  was
approximately  $825,000 compared to net income of approximately  $30,000 for the
corresponding  period in 2003.  The  increase  in net  income for the year ended
December  31,  2004  compared to the  corresponding  period in 2003 is due to an
increase in total  revenues  and a decrease in total  expenses.  Total  revenues
increased  for the year ended  December  31, 2004  largely due to an increase in
other income  partially  offset by a decrease in rental income and a decrease in
casualty gain (as discussed below).  Other income increased  primarily due to an
increase in utility reimbursements due to the implementation of tenant rebilling
for water and sewage charges  during the second  quarter of 2003.  Rental income
decreased  due to a decrease in  occupancy  and an increase in bad debt  expense
partially  offset by an increase in average  rental  rates at the  Partnership's
investment property.

During the year ended  December  31,  2002,  a  casualty  gain of  approximately
$17,000 was recorded at Fox Run Apartments.  The casualty gain related to a fire
that occurred in June 2002. During the year ended December 31, 2003,  additional
insurance  proceeds  of  approximately  $4,000  were  received  and  recorded as
additional casualty gain.

Total  expenses  decreased for the year ended December 31, 2004 due to decreases
in depreciation,  interest and general and administrative expenses. Depreciation
expense decreased due to the buildings at the Partnership's  investment property
becoming fully  depreciated  during the year ended  December 31, 2003.  Interest
expense decreased due to regularly  scheduled mortgage  payments,  which reduced
the  principal  balance  of the  mortgage  debt  encumbering  the  Partnership's
property.

General and  administrative  expenses  decreased for the year ended December 31,
2004 due to a decrease in New Jersey  partnership  tax due to a reduction in the
number of limited partners, a reduction in the cost of the annual audit required
by the Partnership  Agreement,  and a reduction in the cost of services included
in management  reimbursements  to the Managing General Partner allowed under the
Partnership Agreement.  Also included in general and administrative expenses are
costs associated with the quarterly and annual communications with investors and
regulatory agencies.

The  Partnership's  financial  results depend upon a number of factors including
the ability to attract and maintain tenants at the investment property, interest
rates on mortgage  loans,  costs  incurred to operate the  investment  property,
general economic conditions and weather. As part of the ongoing business plan of
the  Partnership,  the  Managing  General  Partner  monitors  the rental  market
environment of its investment  property 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 Managing  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,   the  Managing  General  Partner  may  use  rental
concessions and rental rate reductions to offset  softening  market  conditions;
accordingly,  there is no guarantee  that the Managing  General  Partner will be
able to sustain such a plan.  Further,  a number of factors that are outside the
control of the  Partnership,  such as the local economic climate and weather can
adversely or positively affect the Partnership's financial results.

Liquidity and Capital Resources

At  December  31,  2004,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $291,000 compared to approximately $386,000 at December 31, 2003,
a decrease  of  approximately  $95,000.  The  decrease  is due to  approximately
$1,052,000  and $980,000 of cash used in  investing  and  financing  activities,
respectively,  partially offset by approximately  $1,937,000 of cash provided by
operating  activities.  Cash used in investing  activities consisted of property
improvements and replacements.  Cash used in financing  activities  consisted of
principal payments made on the mortgage encumbering the Partnership's  property.
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 property 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.  The  Managing  General  Partner
monitors  developments  in the  area of legal  and  regulatory  compliance.  For
example,  the  Sarbanes-Oxley  Act  of  2002  mandates  or  suggests  additional
compliance  measures  with  regard to  governance,  disclosure,  audit and other
areas.  In light of these changes,  the  Partnership  expects that it will incur
higher expenses related to compliance.  The Partnership  regularly evaluates the
capital improvement needs of the property. While the Partnership has no material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated  during 2005. The capital  improvements will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property. Capital expenditures will be incurred only if cash is
available  from  operations  or from  Partnership  reserves.  To the extent that
capital improvements are completed,  the Partnership's  distributable cash flow,
if any, may be adversely affected, at least in the short term.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                        Per Limited                        Per Limited
                       Year Ended       Partnership      Year Ended        Partnership
                    December 31, 2004      Unit       December 31, 2003       Unit

<S>         <C>           <C>              <C>              <C>              <C>
Refinancing (1)           $ --             $ --             $ 134            $ 3.36
</TABLE>

(1)   Refinancing  proceeds are from the December  2001  refinancing  of Fox Run
      Apartments.  Approximately  $554,000 remains to be distributed at December
      31, 2004.

Future  cash  distributions  will  depend on the levels of cash  generated  from
operations,  the  timing  of the  debt  maturity,  sale of the  property  and/or
refinancing.  The Partnership's cash available for distribution is reviewed on a
monthly  basis.  There can be no assurance  that the  Partnership  will generate
sufficient   funds  from   operations,   after  required   capital   improvement
expenditures,  to permit  distributions  to its  partners in 2005 or  subsequent
periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 28,136 limited  partnership  units
(the "Units") in the Partnership representing 71.00% of the outstanding Units at
December  31,  2004.  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 acquire  additional  units in exchange for cash or a combination
of cash and units in AIMCO Properties,  L.P, the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 71.00% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into  conflict with the duties of the Managing  General  Partner to AIMCO as its
sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Significant Accounting Policies" which is included in
the consolidated  financial  statements in "Item 7. Financial  Statements".  The
Managing  General  Partner  believes that the  consistent  application  of these
policies  enables  the  Partnership  to  provide  readers  of  the  consolidated
financial   statements   with  useful  and   reliable   information   about  the
Partnership's  operating  results and financial  condition.  The  preparation of
consolidated  financial  statements in  conformity  with  accounting  principles
generally  accepted  in the  United  States  requires  the  Partnership  to make
estimates and assumptions.  These estimates and assumptions  affect the reported
amounts  of assets and  liabilities  at the date of the  consolidated  financial
statements  as well as reported  amounts of  revenues  and  expenses  during the
reporting  period.  Actual results could differ from these estimates.  Judgments
and  assessments  of  uncertainties  are required in applying the  Partnership's
accounting  policies in many areas. The following may involve a higher degree of
judgment and complexity.

Impairment of Long-Lived Assets

The  investment  property is recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying amount of the property may be impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  property.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any adverse changes in these factors could cause impairment of the Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.



<PAGE>


Item 7.     Financial Statements


ANGELES PARTNERS XI

LIST OF FINANCIAL STATEMENTS

      Report of Independent Registered Public Accounting Firm

      Consolidated Balance Sheet - December 31, 2004

      Consolidated  Statements of  Operations - Years ended  December 31, 2004
      and 2003

      Consolidated  Statements  of Changes in Partners'  Deficit - Years ended
      December 31, 2004 and 2003

      Consolidated Statements of Cash Flows - Years ended December 31, 2004
      and 2003

      Notes to Consolidated Financial Statements

           Report of Independent Registered Public Accounting Firm



The Partners
Angeles Partners XI


We have audited the accompanying  consolidated balance sheet of Angeles Partners
XI as  of  December  31,  2004,  and  the  related  consolidated  statements  of
operations,  changes in  partners'  deficit,  and cash flows for each of the two
years in the period ended December 31, 2004. These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
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.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Angeles Partners
XI at December 31, 2004, and the consolidated  results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2004,  in
conformity with accounting principles generally accepted in the United States.



                                                          /s/ERNST & YOUNG LLP


Greenville, South Carolina
March 21, 2005


<PAGE>




                               ANGELES PARTNERS XI

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2004
<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
  Cash and cash equivalents                                                  $ 291
  Receivables and deposits                                                       399
  Restricted escrow                                                              625
  Other assets                                                                   538
  Investment property (Notes B and E):
    Land                                                      $ 3,998
    Buildings and related personal property                     34,109
                                                               38,107
    Less accumulated depreciation                              (28,804)        9,303
                                                                            $ 11,156

Liabilities and Partners' Deficit
Liabilities
  Accounts payable                                                            $ 69
  Due to affiliates (Note D)                                                      23
  Tenant security deposits                                                       273
  Other liabilities                                                              405
  Mortgage note payable (Note B)                                              32,248

Partners' Deficit
  General partners                                             $ (536)
  Limited partners (39,627 units issued and outstanding)       (21,326)      (21,862)
                                                                            $ 11,156
        See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>


                               ANGELES PARTNERS XI

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

<TABLE>
<CAPTION>

                                                                     Years Ended
                                                                    December 31,
                                                                2004           2003
Revenues:
<S>                                                            <C>            <C>
  Rental income                                                $ 7,670        $ 7,740
  Other income                                                     880            563
  Casualty gain (Note F)                                            --              4
      Total revenues                                             8,550          8,307

Expenses:
  Operating                                                      2,599          2,618
  General and administrative                                       382            466
  Depreciation                                                   1,394          1,775
  Interest                                                       2,230          2,314
  Property taxes                                                 1,120          1,104
      Total expenses                                             7,725          8,277

Net income (Note C)                                             $ 825          $ 30

Net income allocated to general partners (1%)                    $ 8           $ --
Net income allocated to limited partners (99%)                     817             30

                                                                $ 825          $ 30

Net income per limited partnership unit                        $ 20.62        $ 0.76

Distributions per limited partnership unit                      $ --          $ 3.36


        See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>


                               ANGELES PARTNERS XI

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

<TABLE>
<CAPTION>

                                     Limited
                                    Partnership     General      Limited
                                       Units        Partners     Partners      Total

<S>                                    <C>            <C>        <C>         <C>
Original capital contributions         40,000         $ 30       $ 40,000    $ 40,030

Partners' deficit at
  December 31, 2002                    39,627          (543)      (22,040)     (22,583)

Net income for the year ended
  December 31, 2003                        --            --            30          30

Distributions to partners                  --            (1)         (133)       (134)

Partners' deficit at
  December 31, 2003                    39,627          (544)      (22,143)    (22,687)

Net income for the year ended
  December 31, 2004                        --             8           817          825

Partners' deficit at
  December 31, 2004                    39,627        $ (536)     $(21,326)   $(21,862)


        See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>



                               ANGELES PARTNERS XI

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                Year Ended December 31,
                                                                   2004         2003
Cash flows from operating activities:
<S>                                                               <C>           <C>
  Net income                                                      $ 825         $ 30
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Depreciation                                                  1,394        1,775
     Amortization of loan costs                                       17           17
     Casualty gain                                                    --           (4)
     Change in accounts:
      Receivables and deposits                                        39         (129)
      Due to affiliates                                              (23)           3
      Other assets                                                  (193)          68
      Accounts payable                                               (63)         (11)
      Tenant security deposit liabilities                            (69)         (43)
      Other liabilities                                               10           95
        Net cash provided by operating activities                  1,937        1,801


Cash flows from investing activities:
  Property improvements and replacements                          (1,052)      (1,121)
  Insurance proceeds                                                  --            4
        Net cash used in investing activities                     (1,052)      (1,117)

Cash flows from financing activities:
  Advances from affiliate                                             --          611
  Payment on advances from affiliates                                 --         (611)
  Payments on mortgage note payable                                 (980)        (841)
  Distributions to partners                                           --         (134)
        Net cash used in financing activities                       (980)        (975)

Decrease in cash and cash equivalents                                (95)        (291)
Cash and cash equivalents at beginning of the year                   386          677

Cash and cash equivalents at end of the year                      $ 291        $ 386

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 2,217      $ 2,173

Supplemental disclosure of non-cash flow information:
  Property improvements and replacements included in
   accounts payable                                                $ 36         $ 31

Included in property  improvements  and replacements for the year ended December
31, 2003 are  approximately  $161,000,  of  improvements  which were included in
accounts payable at December 31, 2002.

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                               ANGELES PARTNERS XI

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2004


Note A - Organization and Significant Accounting Policies

Organization:  Angeles  Partners XI (the  "Registrant"  or  "Partnership")  is a
California  limited  partnership  organized  on February 14, 1983 to acquire and
operate  residential and commercial real estate  properties.  The  Partnership's
managing  general  partner is  Angeles  Realty  Corporation  II ("ARC II" or the
"Managing  General  Partner"),  an affiliate of Insignia  Financial Group,  Inc.
("Insignia")  and a wholly-owned  subsidiary of MAE GP  Corporation  ("MAE GP").
Effective  February 25, 1998, MAE GP was merged into Insignia  Properties  Trust
("IPT"),  which was an affiliate of Insignia.  Effective  February 26, 1999, IPT
was merged  into  Apartment  Management  and  Investment  Company  ("AIMCO"),  a
publicly traded real estate investment trust. Thus, the Managing General Partner
is now a  wholly-owned  subsidiary  of AIMCO.  AIMCO  Properties,  L.P.  and ARC
II/AREMCO  Partners,  Ltd.  are the  Non-Managing  General  Partners.  Effective
November 30, 2001, AIMCO/IPT Inc., an affiliate of the Managing General Partner,
purchased the 99% limited partner interest in ARC II/AREMCO  Partners,  Ltd. The
Elliott  Accommodation  Trust and the Elliott Family  Partnership,  a California
Limited Partnership,  were the non-managing general partners. Effective December
31,  1997,  the  Elliott   Family   Partnership,   Ltd.   acquired  the  Elliott
Accommodation  Trust's general partner interest in the Partnership.  On June 30,
2000, the Elliott Family  Partnership sold its general partner interest to AIMCO
Properties, LP, a wholly owned subsidiary of AIMCO. The Managing General Partner
and the Non-Managing General Partners are herein collectively referred to as the
"General Partners".  The Partnership  Agreement provides that the Partnership is
to terminate on December 31, 2035,  unless  terminated prior to such date. As of
December 31, 2004, the Partnership  operates one residential property located in
Plainsboro, New Jersey.

Principles of Consolidation: The Partnership's consolidated financial statements
include  all of the  accounts of Fox Run AP XI,  L.P.,  a  wholly-owned  limited
partnership. All interpartnership balances have been eliminated.

Allocation  of  Profits,   Losses,  Gains  and  Distributions  to  Partners:  In
accordance  with the  Partnership  Agreement,  any  gain  from the sale or other
disposition  of  Partnership  assets  will be  allocated  first to the  Managing
General  Partner to the extent of the amount of any brokerage  compensation  and
incentive  interest to which the Managing  General  Partner is entitled plus any
prior brokerage compensation and incentive interest to the extent not previously
allocated.  Next,  to any  Partners to the extent  they have a negative  capital
balance.  The  remainder  of the  gain  is  allocated  in  proportion  with  the
partnership interests.

The  Partnership  will  allocate  other  profits  and  losses 1% to the  General
Partners and 99% to the Limited Partners.

Except as discussed below, the Partnership will allocate distributions 1% to the
General Partners and 99% to the Limited Partners.

Upon  the  sale or  other  disposition,  or  refinancing,  of any  asset  of the
Partnership the Distributable Net Proceeds shall be distributed as follows:  (i)
first,  to the  Partners  in  proportion  to their  interests  until the limited
partners have received cumulative  distributions equal to their original capital
contributions reduced by the amount of any previous distributions;  (ii) second,
to the Partners until the Limited Partners have received  distributions from all
sources equal to their 6% Cumulative Distribution;  (iii) third, to the Managing
General Partner until it has received an amount equal to the difference  between
(a) 3% of the  Aggregate  Disposition  Prices  (as  defined  in the  Partnership
Agreement) of all properties and investments  sold or otherwise  disposed of, or
refinanced by the Partnership,  on a cumulative basis and (b) all  distributions
previously  received by the Managing  General  Partner  pursuant to this clause;
(iv)  fourth,   to  the  Partners  until  the  Limited  Partners  have  received
distributions  from all sources equal to an additional  cumulative  return of 4%
per annum on their Adjusted Capital Investment;  and (v) thereafter,  85% to the
Limited  Partners  and  Non-Managing  General  Partners in  proportion  to their
interests and 15% to the Managing General Partner.

Restricted  Escrows: In connection with the December 2001 refinancing of Fox Run
Apartments,  approximately  $625,000  of  the  net  proceeds  was  placed  in  a
restricted escrow account held by the mortgage lender.  These funds will be held
until the property reaches 95% average annual occupancy and maintains that level
for three consecutive months. This criteria has not been met and as a result the
balance in the account at December 31, 2004 was approximately $625,000.

Fair Value of Financial Instruments: Statement of Financial Accounting Standards
("SFAS") No. 107,  "Disclosures about Fair Value of Financial  Instruments",  as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair  Value  of  Financial  Instruments",  requires  disclosure  of  fair  value
information  about  financial  instruments,  whether  or not  recognized  in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a  current  transaction  between  willing  parties,  other  than in a forced  or
liquidation  sale.  The  Partnership  believes that the carrying  amounts of its
financial  instruments (except for long term debt) approximate their fair values
due to the short term maturity of these instruments.  The Partnership  estimates
the fair value of its long term debt by  discounting  future  cash flows using a
discount rate commensurate  with that currently  believed to be available to the
Partnership for similar term, fully amortizing long term debt. The fair value of
the Partnership's long term debt at the Partnership's incremental borrowing rate
approximates its carrying value.

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in
banks.  At certain times,  the amount of cash deposited at a bank may exceed the
limit on insured  deposits.  Cash  balances  include  approximately  $279,000 at
December 31, 2004 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

Tenant Security  Deposits:  The Partnership  requires security deposits from all
apartment  lessees for the duration of the lease and such  deposits are included
in receivables  and deposits.  Deposits are refunded when the tenant vacates the
apartment  if there has been no damage to the unit and the  tenant is current on
their rental payments.

Deferred  Costs:   Loan  costs  of   approximately   $337,000  less  accumulated
amortization  of  approximately  $51,000 at December 31,  2004,  are included in
other assets on the  consolidated  balance  sheet.  The loan costs are amortized
over the term of the  related  loan  agreement.  Amortization  of loan  costs is
included  in  interest   expense.   Amortization   expense  is  expected  to  be
approximately $17,000 for each of the years 2005 through 2009.

Leasing   commissions  and  other  direct  costs  incurred  in  connection  with
successful  leasing  efforts are  deferred and  amortized  over the terms of the
related leases. Amortization of these costs is included in operating expenses.

Investment  Property:  Investment property consists of one apartment complex and
is stated at cost.  Acquisition  fees are  capitalized as a cost of real estate.
The  Partnership  capitalizes  all  expenditures  in excess of $250 that clearly
relate  to the  acquisition  and  installation  of real  and  personal  property
components.  These  expenditures  include  costs  incurred  to replace  existing
property components, costs incurred to add a material new feature to a property,
and costs that  increase  the useful  life or  service  potential  of a property
component.  These  capitalized costs are depreciated over the useful life of the
asset.  Expenditures for ordinary  repairs,  maintenance and apartment  turnover
costs are expensed as incurred. In accordance with SFAS No. 144, "Accounting for
the  Impairment  or Disposal of  Long-Lived  Assets,"  the  Partnership  records
impairment  losses on  long-lived  assets  used in  operations  when  events and
circumstances  indicate  that the assets might be impaired and the  undiscounted
cash flows  estimated to be generated by those assets are less than the carrying
amounts of those assets. No adjustments for impairment of value were recorded in
the years ended December 31, 2004 or 2003.

Depreciation:  Depreciation is calculated by the  straight-line  and accelerated
methods over the estimated lives of the rental  property and personal  property.
For Federal income tax purposes,  the  accelerated  cost recovery method is used
for real  property  over 19 years for  additions  after May 8, 1985,  and before
January 1, 1987. As a result of the Tax Reform Act of 1986, for additions  after
December 31, 1986, the alternative  depreciation system is used for depreciation
of (1)  real  property  additions  over  40  years,  and (2)  personal  property
additions over 5-20 years.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less. The Partnership will offer rental concessions during  particularly slow
months or in response to heavy  competition from other similar  complexes in the
area.  Rental  income  attributable  to  leases,  net  of  any  concessions,  is
recognized on a straight-line  basis over the term of the lease. The Partnership
evaluates all accounts  receivable  from residents and establishes an allowance,
after the application of security  deposits,  for accounts  greater than 30 days
past due on current tenants and all receivables due from former tenants.

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also established  standards
for related disclosures about products and services,  geographic areas and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.

Use of Estimates:  The  preparation of financial  statements in conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the financial  statements and  accompanying  notes.  Actual results could differ
from those estimates.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $62,000  and  $38,000  for the years ended
December 31, 2004 and 2003, respectively, were charged to operating expense.

Note B - Mortgage Note Payable
<TABLE>
<CAPTION>

                        Principal     Monthly                              Principal
                       Balance At     Payment      Stated                   Balance
                      December 31,   Including    Interest   Maturity        Due At
Property                  2004        Interest      Rate       Date         Maturity
                            (in thousands)                               (in thousands)
Fox Run Apartments
<S>                      <C>           <C>         <C>        <C>             <C>
  1st mortgage           $32,248       $ 266       6.76%      12/2021         $ --
</TABLE>

The mortgage note payable is a fixed rate mortgage that is  non-recourse  and is
secured  by a pledge of the  Partnership's  rental  property  and by a pledge of
revenues  from the  rental  property.  The  mortgage  note  payable  includes  a
prepayment penalty if repaid prior to maturity. Further, the property may not be
sold subject to existing note indebtedness.

Scheduled principal payments of the mortgage note payable subsequent to December
31, 2004, are as follows (in thousands):

                                2005              1,048
                                2006              1,121
                                2007              1,200
                                2008              1,283
                                2009              1,373
                             Thereafter          26,223
                                Total           $32,248

Note C - Income Taxes

The Partnership has received a ruling from the Internal  Revenue Service that it
will  be  classified  as  a  partnership   for  Federal   income  tax  purposes.
Accordingly, taxable income or loss of the Partnership is reported in the income
tax  returns of its  partners.  No  provision  for  income  taxes is made in the
consolidated financial statements of the Partnership.

The  following is a  reconciliation  of reported net income and Federal  taxable
income (in thousands, except per unit data):

                                              2004                  2003
Net income as reported                        $ 825                 $ 30
Add (deduct):
Depreciation differences                          14                   489
Unearned income                                   33                    (5)
Other                                            (90)                   50
Federal taxable income                        $ 782                 $ 564
Federal taxable income
  per limited partnership unit               $ 19.53               $ 14.08

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net liabilities (in thousands):


Net liabilities as reported                   $(21,862)
Land and buildings                               2,862
Accumulated depreciation                        (1,083)
Syndication and distribution costs               5,261
Other                                              223

Net liabilities - Federal tax basis           $(14,599)

Note D - Transactions with Affiliated Parties

The Partnership has no employees and depends on the Managing General Partner and
its  affiliates  for  the  management  and  administration  of  all  Partnership
activities.  The  Partnership  Agreement  provides  for (i) certain  payments to
affiliates for services and (ii)  reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership.

Affiliates of the Managing General Partner receive 5% of gross receipts from the
Partnership's   property  as  compensation  for  providing  property  management
services. The Partnership was charged by such affiliates  approximately $417,000
and $410,000 for the years ended December 31, 2004 and 2003, respectively, which
is included in operating expenses. As of December 31, 2004, approximately $7,000
of these fees remain unpaid and are included in due to affiliates.

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses amounting to approximately $205,000 and
$259,000 for the years ended December 31, 2004 and 2003, respectively,  which is
included in general and  administrative  expenses and investment  property.  The
portion of these  reimbursements  included in investment  property for the years
ended  December  31, 2004 and 2003 are fees related to  construction  management
services   provided  by  an  affiliate  of  the  Managing   General  Partner  of
approximately  $66,000 and $91,000,  respectively.  The construction  management
service  fees are  calculated  based on a  percentage  of current  additions  to
investment property.  As of December 31, 2004, the Partnership was owed a refund
of approximately $5,000 of accountable administrative expenses which is included
in due to affiliates.

The  Partnership  Agreement  provides  for a fee equal to 7.5% of "net cash flow
from  operations",  as defined in the Partnership  Agreement,  to be paid to the
Managing General Partner for executive and administrative  management  services.
One half of this fee is to be accrued and not paid  unless the limited  partners
have  received  distributions  equal to a 5%  cumulative  annual return on their
adjusted capital investment as defined in the Partnership Agreement. This return
criteria has not been met. During the years ended December 31, 2004 and 2003, no
fees were earned or paid.  At December 31,  2004,  the  Partnership  has accrued
approximately $21,000 of Partnership  management fees,  representing one half of
the fees earned in 2000,  2001 and 2002 which are included in due to affiliates.
This amount will remain accrued until criteria for payment has been met.

During the year ended December 31, 2003, the Managing General Partner loaned the
Partnership  approximately  $611,000  to cover  operating  expenses.  All of the
advance was repaid during the year ended December 31, 2003. Interest was charged
at prime plus 2% and was  approximately  $22,000 for the year ended December 31,
2003.  There  were no loans from the  Managing  General  Partner  or  associated
interest expense during the year ended December 31, 2004.

The  Partnership  insures its  property 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 property above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner. During the years ended December 31, 2004 and 2003, the
Partnership  was charged by AIMCO and its affiliates  approximately  $97,000 and
$103,000,  respectively,  for insurance coverage and fees associated with policy
claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 28,136 limited  partnership  units
(the "Units") in the Partnership representing 71.00% of the outstanding Units at
December  31,  2004.  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 acquire  additional  units in exchange for cash or a combination
of cash and units in AIMCO Properties,  L.P, the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 71.00% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into  conflict with the duties of the Managing  General  Partner to AIMCO as its
sole stockholder.

Note E - Investment Property and Accumulated Depreciation

                                               Initial Cost
                                              To Partnership
                                              (in thousands)
                                                      Buildings         Cost
                                                     and Related    Capitalized
                                                      Personal     Subsequent to
      Description         Encumbrances      Land      Property      Acquisition
                         (in thousands)                           (in thousands)
Fox Run Apartments          $32,248       $ 3,998      $20,990        $13,119

                     Gross Amount At Which Carried
                         At December 31, 2004
                            (in thousands)
<TABLE>
<CAPTION>

                               Buildings
                              And Related
                                Personal              Accumulated      Date     Depreciable
   Description        Land      Property     Total    Depreciation   Acquired   Life-Years
                                                     (in thousands)

<S>                  <C>        <C>         <C>         <C>          <C>  <C>      <C>
Fox Run Apartments   $3,998     $34,109     $38,107     $28,804      5/27/83       5-30
</TABLE>

The depreciable  lives included above are for the building and  components.  The
depreciable lives for related personal property are for 5 to 7 years.

Reconciliation of "investment property and accumulated depreciation":

                                                 Years Ended December 31,
                                                   2004           2003
                                                      (in thousands)
Investment Property
Balance at beginning of year                      $37,050        $36,059
  Property improvements and replacements            1,057            991
  Disposition of assets                                --             --
Balance at end of year                            $38,107        $37,050

Accumulated Depreciation
Balance at beginning of year                      $27,410        $25,635
  Additions charged to expense                      1,394          1,775
  Disposition of assets                                --             --
Balance at end of year                            $28,804        $27,410

The aggregate cost of the investment property for Federal income tax purposes at
December  31,  2004  and  2003 is  approximately  $40,969,000  and  $39,935,000,
respectively.  The accumulated  depreciation  for Federal income tax purposes at
December  31,  2004 and 2003,  is  approximately  $29,887,000  and  $28,507,000,
respectively.

Note F - Casualties

During the year ended  December  31,  2002,  a  casualty  gain of  approximately
$17,000 was recorded at Fox Run Apartments.  The casualty gain related to a fire
that  occurred in June 2002.  The gain was a result of the receipt of  insurance
proceeds of approximately  $18,000 offset by the write-off of the net book value
of the destroyed  assets totaling  approximately  $1,000.  During the year ended
December 31, 2003,  additional  insurance proceeds of approximately  $4,000 were
received and recorded as additional  casualty  gain. All the assets were written
off during 2002.

Note G - Fourth Quarter Adjustment

During 2004, the Partnership appealed the assessed property tax value of Fox Run
Apartments. The 2004 property taxes were paid by the Partnership during the year
ended  December 31, 2004 and in the fourth  quarter of 2004 a  receivable  and a
decrease to property tax expense of  approximately  $52,000 was recorded for the
amount  appealed.  The property tax receivable for 2004 is based on the property
tax value as  estimated  by a third  party  property  tax  specialist.  The 2004
property  tax expense  based on this  estimate  and  recorded  in the  financial
statements is  approximately  $1,120,000.  If the Partnership is unsuccessful in
its  appeal,  it could  potentially  be  required  to  record up to  $52,000  of
additional  property tax expense.  The  Partnership  believes  that the recorded
receivable is the best estimate of the amount  overpaid for New Jersey  property
taxes.

Note H - Contingencies

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 Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that 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  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second appeal.  On March 21, 2005, the Court of Appeals issued  opinions in both
pending appeals. With regard to the settlement and judgment entered thereto, the
Court of Appeals vacated the trial court's order and remanded to the trial court
for further  findings on the basis that the "state of the record is insufficient
to permit meaningful  appellate  review".  With regard to the second appeal, the
Court of Appeals reversed the order requiring the Objector to pay referee fees.

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

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General  Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call." Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Managing  General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
consolidated financial condition or results of operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters involving it or its investment property that are not of a routine nature
arising in the ordinary course of business.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions brought by government  agencies,  the presence of hazardous
substances  on a  property  could  result in claims by  private  plaintiffs  for
personal injury,  disease,  disability or other  infirmities.  Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In connection with the ownership and operation of its property,  the Partnership
could  potentially be liable for  environmental  liabilities or costs associated
with its property.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold exposure. Affiliates of the Managing General Partner have
implemented a national  policy and  procedures to prevent or eliminate mold from
its properties  and the Managing  General  Partner  believes that these measures
will  eliminate,  or at least  minimize,  the  effects  that mold  could have on
residents.  To date,  the  Partnership  has not incurred  any material  costs or
liabilities  relating to claims of mold  exposure  or to abate mold  conditions.
Because the law  regarding  mold is unsettled and subject to change the Managing
General  Partner  can make no  assurance  that  liabilities  resulting  from the
presence of or exposure to mold will not have a material  adverse  effect on the
Partnership's consolidated financial condition or results of operations.

SEC Investigation

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of operations. Similarly, the Managing General Partner does
not believe that the ultimate outcome will have a material adverse effect on the
Partnership's consolidated financial condition or results of operations.

<PAGE>

Item 8.     Changes in and  Disagreements  with  Accountant on Accounting  and
            Financial Disclosures

None.

Item 8a.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Managing  General  Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer  and  principal  financial  officer of the  Managing  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 8b.    Other Information

None.



<PAGE>


                                    PART III

Item 9.     Directors,  Executive  Officers,  Promoters  and Control  Persons;
            Compliance with Section 16(a) of the Exchange Act

Angeles Realty Corporation II ("ARC II" or the "Managing General Partner"),  was
a wholly-owned  subsidiary of MAE GP Corporation ("MAE GP").  Effective February
25, 1998, MAE GP was merged into Insignia Properties Trust ("IPT"), which was an
affiliate of Insignia Financial Group, Inc. ("Insignia").  Effective, October 1,
1998 and  February 26,  1999,  Insignia and IPT were each merged into  Apartment
Investment and Management Company ("AIMCO").  Thus, the Managing General Partner
is now a wholly-owned subsidiary of AIMCO.

The  names  and ages of,  as well as the  positions  and  offices  held by,  the
directors  and officers of the Managing  General  Partner,  are set forth below.
There are no family relationships between or among any directors and officers.

Name                        Age    Position

Martha L. Long               45    Director and Senior Vice President
Harry G. Alcock              42    Director and Executive Vice President
Miles Cortez                 61    Executive Vice President, General Counsel
                                     and Secretary
Patti K. Fielding            41    Executive Vice President
Paul J. McAuliffe            48    Executive Vice President and Chief
                                     Financial Officer
Thomas M. Herzog             42    Senior Vice President and Chief Accounting
                                     Officer
Stephen B. Waters            43    Vice President

Martha L. Long has been a Director  and Senior Vice  President of the Managing
General  Partner  since  February  2004.  Ms.  Long has been with AIMCO  since
October  1998 and has served in  various  capacities.  From 1998 to 2001,  Ms.
Long served as Senior Vice  President and Controller of AIMCO and the Managing
General  Partner.  During  2002 and 2003,  Ms.  Long  served  as  Senior  Vice
President of Continuous Improvement for AIMCO.

Harry G. Alcock was appointed as a Director of the Managing  General  Partner in
October 2004 and was appointed  Executive Vice President of the Managing General
Partner  in  February  2004 and has been  Executive  Vice  President  and  Chief
Investment Officer of AIMCO since October 1999. Prior to October 1999 Mr. Alcock
served as a Vice President of AIMCO from July 1996 to October 1997,  when he was
promoted to Senior Vice  President  Acquisitions  where he served until  October
1999. Mr. Alcock has had responsibility for acquisition and financing activities
of AIMCO since July 1994.

Miles  Cortez was  appointed  Executive  Vice  President,  General  Counsel  and
Secretary  of the  Managing  General  Partner in  February  2004 and of AIMCO in
August 2001. Prior to joining AIMCO, Mr. Cortez was the senior partner of Cortez
Macaulay Bernhardt & Schuetze LLC, a Denver law firm, from December 1997 through
September 2001.

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the Managing  General Partner in February 2004 and of AIMCO in February 2003.
Ms.  Fielding was appointed  Treasurer of AIMCO in January 2005. Ms. Fielding is
responsible  for  debt  financing  and the  treasury  department.  Ms.  Fielding
previously  served as Senior Vice  President - Securities and Debt of AIMCO from
January 2000 to February 2003. Ms.  Fielding  joined AIMCO in February 1997 as a
Vice President.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the Managing  General  Partner since April 2002. Mr.  McAuliffe has served as
Executive Vice  President of AIMCO since  February 1999 and was appointed  Chief
Financial Officer of AIMCO in October 1999. From May 1996 until he joined AIMCO,
Mr. McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas M.  Herzog was  appointed  Senior  Vice  President  and Chief  Accounting
Officer of the Managing General Partner in February 2004 and of AIMCO in January
2004.  Prior to joining AIMCO in January 2004, Mr. Herzog was at GE Real Estate,
serving  as Chief  Accounting  Officer & Global  Controller  from  April 2002 to
January 2004 and as Chief Technical Advisor from March 2000 to April 2002. Prior
to joining GE Real  Estate,  Mr.  Herzog was at  Deloitte & Touche LLP from 1990
until 2000.

Stephen B. Waters was appointed Vice  President of the General  Partner in April
2004. Mr. Waters previously served as a Director of Real Estate Accounting since
joining AIMCO in September 1999. Mr. Waters has responsibilities for real estate
and partnership accounting with AIMCO.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act.  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The board of directors of the Managing  General Partner does not have a separate
audit committee. As such, the board of directors of the Managing General Partner
fulfills  the  functions  of an audit  committee.  The  board of  directors  has
determined  that  Martha L. Long meets the  requirement  of an "audit  committee
financial expert".

The directors and officers of the Managing  General  Partner with authority over
the Partnership are all employees of subsidiaries of AIMCO.  AIMCO has adopted a
code of ethics that applies to such  directors  and  officers  that is posted on
AIMCO's  website  (www.AIMCO.com).   AIMCO's  website  is  not  incorporated  by
reference to this filing.

Item 10.    Executive Compensation

None of the directors and officers of the Managing  General Partner received any
remuneration from the Partnership.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner of more than 5% of the Limited Partner Units of the Registrant
as of December 31, 2004.

Entity                                  Number of Units      Percentage

AIMCO Properties, IPLP                           80             0.20%
  (an affiliate of AIMCO)
Cooper River Properties, LLC                  8,782            22.16%
  (an affiliate of AIMCO)
AIMCO Properties, L.P.                       19,274            48.64%
  (an affiliate of AIMCO)

Cooper  River  Properties,  LLC is  indirectly  ultimately  owned by AIMCO.  Its
business address is 55 Beattie Place, Greenville, SC 29602.

AIMCO Properties,  L.P. and AIMCO Properties,  IPLP are indirectly  ultimately
controlled by AIMCO.  Their business addresses are 4582 S. Ulster St. Parkway,
Suite 1100, Denver, Colorado 80237.

The Partnership knows of no contractual arrangements, the operation of the terms
of  which  may at a  subsequent  date  result  in a  change  in  control  of the
Partnership, except for: Article 12.1 of the Agreement, which provides that upon
a vote of the Limited  Partners  holding  more than 50% of the then  outstanding
Limited  Partnership  Units,  the  General  Partners  may be  expelled  from the
Partnership upon 90 days written notice.  In the event that a successor  general
partner has been elected by Limited  Partners  holding more than 50% of the then
outstanding  Limited  Partnership  Units and if said Limited  Partners  elect to
continue the business of the Partnership,  the Partnership is required to pay in
cash to the expelled  General Partners an amount equal to the accrued and unpaid
management  fee  described  in Article 10 of the  Agreement  and to purchase the
General  Partners'  interest in the  Partnership  on the  effective  date of the
expulsion,  which  shall be an amount  equal to the  difference  between (i) the
balance of the General  Partner's capital account and (ii) the fair market value
of the share of Distributable Net Proceeds to which the General Partner would be
entitled.  Such  determination  of  the  fair  market  value  of  the  share  of
Distributable Net Proceeds is defined in Article 12.2(b) of the Agreement.

Item 12.    Certain Relationships and Related Transactions

The Partnership has no employees and depends on the Managing General Partner and
its  affiliates  for  the  management  and  administration  of  all  Partnership
activities.  The  Partnership  Agreement  provides  for (i) certain  payments to
affiliates for services and (ii)  reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership.

Affiliates of the Managing General Partner receive 5% of gross receipts from the
Partnership's   property  as  compensation  for  providing  property  management
services. The Partnership was charged by such affiliates  approximately $417,000
and $410,000 for the years ended December 31, 2004 and 2003, respectively, which
is included in operating expenses. As of December 31, 2004, approximately $7,000
of these fees remain unpaid and are included in due to affiliates.

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses amounting to approximately $205,000 and
$259,000 for the years ended December 31, 2004 and 2003, respectively,  which is
included in general and  administrative  expenses and investment  property.  The
portion of these  reimbursements  included in investment  property for the years
ended  December  31, 2004 and 2003 are fees related to  construction  management
services   provided  by  an  affiliate  of  the  Managing   General  Partner  of
approximately  $66,000 and $91,000,  respectively.  The construction  management
service  fees are  calculated  based on a  percentage  of current  additions  to
investment property.  As of December 31, 2004, the Partnership was owed a refund
of approximately $5,000 of accountable administrative expenses which is included
in due to affiliates.

The  Partnership  Agreement  provides  for a fee equal to 7.5% of "net cash flow
from  operations",  as defined in the Partnership  Agreement,  to be paid to the
Managing General Partner for executive and administrative  management  services.
One half of this fee is to be accrued and not paid  unless the limited  partners
have  received  distributions  equal to a 5%  cumulative  annual return on their
adjusted capital investment as defined in the Partnership Agreement. This return
criteria has not been met. During the years ended December 31, 2004 and 2003, no
fees were earned or paid.  At December 31,  2004,  the  Partnership  has accrued
approximately $21,000 of Partnership  management fees,  representing one half of
the fees earned in 2000,  2001 and 2002 which are included in due to affiliates.
This amount will remain accrued until criteria for payment has been met.

During the year ended December 31, 2003, the Managing General Partner loaned the
Partnership  approximately  $611,000  to cover  operating  expenses.  All of the
advance was repaid during the year ended December 31, 2003. Interest was charged
at prime plus 2% and was  approximately  $22,000 for the year ended December 31,
2003.  There  were no loans from the  Managing  General  Partner  or  associated
interest expense during the year ended December 31, 2004.

The  Partnership  insures its  property 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 property above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner. During the years ended December 31, 2004 and 2003, the
Partnership  was charged by AIMCO and its affiliates  approximately  $97,000 and
$103,000,  respectively,  for insurance coverage and fees associated with policy
claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 28,136 limited  partnership  units
(the "Units") in the Partnership representing 71.00% of the outstanding Units at
December  31,  2004.  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 acquire  additional  units in exchange for cash or a combination
of cash and units in AIMCO Properties,  L.P, the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 71.00% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into  conflict with the duties of the Managing  General  Partner to AIMCO as its
sole stockholder.



<PAGE>


                                     PART IV

Item 13.    Exhibits

            See Exhibit Index attached.

Item 14.    Principal Accountant Fees and Services

The Managing  General Partner has reappointed  Ernst & Young, LLP as independent
auditors to audit the financial  statements  of the  Partnership  for 2005.  The
aggregate fees billed for services  rendered by Ernst & Young,  LLP for 2004 and
2003 are described below.

Audit Fees. Fees for audit services  totaled  approximately  $28,000 and $35,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees. Fees for tax services totaled approximately $5,000 and $3,000 for 2004
and 2003, respectively.



<PAGE>


                                   SIGNATURES



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



                                    ANGELES PARTNERS XI
                                    (A California Limited Partnership)
                                    (Registrant)


                                    By:   Angeles Realty Corporation II
                                          Managing General Partner


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


                                    By:   /s/Stephen B. Waters
                                          Stephen B. Waters
                                          Vice President


                                    Date: March 25, 2005


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


/s/Harry G. Alcock            Director and Executive        Date: March 25, 2005
Harry G. Alcock               Vice President


/s/Martha L. Long             Director and Senior Vice      Date: March 25, 2005
Martha L. Long                President


/s/Stephen B. Waters          Vice President                Date: March 25, 2005
Stephen B. Waters


<PAGE>


                               ANGELES PARTNERS XI

                                  EXHIBIT INDEX


Exhibit Number    Description of Exhibit

      3.1         Amended  Agreement of Limited  Partnership  dated February 26,
                  1982, filed in Form 10-K dated November 30, 1983, incorporated
                  herein by reference

      10.13       Promissory  Note between New York Life  Insurance,  a New York
                  mutual  insurance  company  and  Fox Run AP XI,  LP.,  a South
                  Carolina limited  partnership dated December 5, 2001, filed as
                  exhibit  10.13  to the  Partnership's  Annual  Report  on Form
                  10-KSB dated March 25, 2002, incorporated herein by reference.

      31.1        Certification  of  equivalent  of  Chief  Executive  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      31.2        Certification  of  equivalent  of  Chief  Financial  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      32.1        Certification   Pursuant  to  18  U.S.C.  Section  1350,  as
                  Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have reviewed this annual report on Form 10-KSB of Angeles Partners XI;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date: March 25, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior  Vice  President  of  Angeles  Realty
                                    Corporation  II,  equivalent  of  the  chief
                                    executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


1.    I have reviewed this annual report on Form 10-KSB of Angeles Partners XI;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date: March 25, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice    President   of   Angeles    Realty
                                    Corporation  II,  equivalent  of the chief
                                    financial officer of the Partnership


<PAGE>


Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002



In connection with the Annual Report on Form 10-KSB of Angeles  Partners XI (the
"Partnership"),  for the annual period ended December 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  Martha L.
Long, as the equivalent of the chief executive  officer of the Partnership,  and
Stephen B.  Waters,  as the  equivalent  of the chief  financial  officer of the
Partnership,  each hereby  certifies,  pursuant to 18 U.S.C.  Section  1350,  as
adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the
best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 25, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  March 25, 2005


This  certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.