FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
                             SECTION 13 OR 15(d)

                                   Form 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
      [No Fee Required]

                 For the fiscal year ended December 31, 2001

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
      [No Fee Required]

             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.  $9,016,000

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, 2001. 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

<PAGE>

                                     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.  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
Registrant.  On June 30, 2000,  Elliott  Family  Partnership  sold its remaining
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  Registrant  is engaged in the business of operating and holding real estate
properties for investment.  In 1983 and 1984, during its acquisition  phase, the
Registrant  acquired eight existing  apartment  properties,  a  retail/apartment
complex, a retail/office  complex and an office/warehouse  complex. In 1991, the
Registrant   invested  in  a  joint   venture   along  with  two  other  related
partnerships.  On February 26, 1999, the joint venture sold its only  investment
property. The Registrant continues to own and operate one apartment complex. See
"Item 2. Description of Property".

Commencing  February  14,  1983,  the  Registrant  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 Registrant  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 Registrant has not received,
nor are limited partners required to make, additional capital contributions.

The Registrant  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 Registrant.

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the  Registrant's  property.  The number and quality of competitive  properties,
including  those which 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  Registrant's  property  and the  rents  that may be
charged  for  such  apartments.  While  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.

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.

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.

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  Registrant's  property  is the gross  carrying  value,
accumulated  depreciation,  depreciable life, method of depreciation and Federal
tax basis.
<TABLE>
<CAPTION>

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

<S>                   <C>          <C>          <C>                     <C>
Fox Run Apartments    $34,767      $23,538      5-20 yrs     S/L        $11,730
</TABLE>

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

Schedule of Property Indebtedness:

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

                        Principal                                          Principal
                        Balance At                                          Balance
                       December 31,   Interest    Period     Maturity       Due At
      Property             2001         Rate    Amortized    Date (1)      Maturity
                      (in thousands)                                    (in thousands)
Fox Run Apartments
<S>                      <C>           <C>      <C>   <C>     <C>        <C>
  1st mortgage           $35,000       6.76%    20 yrs(1)     12/2021    $     --
</TABLE>

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

On December 5, 2001,  the  Partnership  refinanced  the mortgage  notes  payable
encumbering  Fox Run  Apartments.  The  refinancing  replaced  first and  second
mortgages  of  approximately  $29,125,000  with a new  mortgage in the amount of
$35,000,000.  The new  mortgage  carries a stated  interest  rate of 6.76%.  The
interest  rates on the old first and second  mortgages  were  8.32% and  15.29%,
respectively.  Principal  and  interest  payments on the  mortgage  loan are due
monthly  until the loan  matures  in  December  2021,  at which time the loan is
scheduled to be fully amortized. Total capitalized loan costs were approximately
$337,000.  The Partnership  paid additional  interest of $608,000 at the time of
repayment as required by the mortgage agreement.

Rental Rates and Occupancy:

Average annual rental rates and occupancy for 2001 and 2000 for the property:

                                    Average Annual              Average Annual
                                     Rental Rates                 Occupancy
                                      (per unit)
 Property                        2001           2000          2001         2000

 Fox Run Apartments             $11,745       $10,757         94%           96%

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 2001 were:

                                    2001             2001
                                  Billing            Rate
                               (in thousands)
Fox Run Apartments                 $1,058            3.56%

Capital Improvements:

During the year ended December 31, 2001,  the  Partnership  spent  approximately
$2,258,000 on capital improvements at Fox Run Apartments primarily consisting of
cabinet and floor  replacements,  parking lot  resurfacing,  and water  heaters.
These improvements were funded from operating cash flow and insurance  proceeds.
The  Partnership is currently  evaluating the capital  improvement  needs of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per  unit or  approximately  $233,000.  Additional  improvements  may be
considered and 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  unitholders 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
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition of interests in certain  general  partner  entities by
Insignia  Financial  Group,  Inc.  ("Insignia")  and entities which were, at one
time,  affiliates of Insignia;  past tender offers by the Insignia affiliates to
acquire  limited  partnership  units;  management  of  the  partnerships  by the
Insignia  affiliates;  and the series of transactions which closed on October 1,
1998 and  February 26, 1999 whereby  Insignia  and  Insignia  Properties  Trust,
respectively,  were merged into AIMCO.  The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Managing  General  Partner  filed a motion  seeking  dismissal of the
action.  In lieu of responding to the motion,  the  plaintiffs  filed an amended
complaint. The Managing General Partner filed demurrers to the amended complaint
which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

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

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

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

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

During the quarter ended December 31, 2001, no matter was submitted to a vote of
unitholders through the solicitation of proxies or otherwise.

                                     PART II

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

The Partnership,  a publicly-held  limited partnership,  offered and sold 40,000
Limited Partnership Units (the "Units") aggregating $40,000,000. The Partnership
currently has 39,627 Units outstanding held by 1,602 Limited Partners of record.
Affiliates of the Managing  General  Partner owned 24,394 Units or 61.56% of the
outstanding  Units at December 31, 2001. No public  trading market has developed
for the Units,  and it is not anticipated that such a market will develop in the
future.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2001 and 2000. See "Item 6. Management's Discussion and
Analysis or Plan of Operation" for further details.

                                                Distributions
                                                          Per Limited
                                       Aggregate       Partnership Unit

        01/01/00 - 12/31/00         $2,079,000 (1)          $ 51.93

        01/01/01 - 12/31/01          3,847,000 (2)            96.10

(1)   Distributions were made from operations.

(2)  Distributions  consist  of  approximately   $287,000  from  operations  and
     approximately $3,560,000 from refinancing proceeds.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the availability of cash reserves,  the timing of the debt maturity
and refinancing  and/or sale of the property.  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
2002 or subsequent  periods.  See "Item 2.  Description  of Properties - 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 24,394 limited  partnership  units
(the "Units") in the Partnership representing 61.56% of the outstanding Units at
December  31,  2001.  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  limited  partnership   interests  in  the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO either through private  purchases or tender offers.  Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety  of matters  which  would  include  voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  61.56%  of the
outstanding  Units,  AIMCO is in a position to control all voting decisions with
respect to the Registrant. When voting on matters, AIMCO would in all likelihood
vote the Units it acquired in a manner favorable to the interest of the Managing
General Partner because of its affiliation with the Managing General Partner.

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

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

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  loss  for  the  year  ended  December  31,  2001  was
approximately  $76,000 compared to net income of approximately  $665,000 for the
corresponding  period in 2000. The decrease in the net income for the year ended
December  31,  2001  compared to the  corresponding  period in 2000 is due to an
increase  in total  expenses  offset by an  increase  in total  revenues.  Total
expenses  increased  for the year ended  December 31, 2001,  due to increases in
depreciation,  interest and property tax expenses, partially offset by decreases
in  operating  and general and  administrative  expenses.  Depreciation  expense
increased due to property  improvements and replacements  during the past twelve
months which are now being depreciated.  The increase in interest expense is due
to the  additional  interest  relating  to  the  refinancing  of the  property's
mortgages  in December  2001 (see  "Liquidity  and Capital  Resources"  for more
details.)  The increase in property tax expense is due to an increase in the tax
rate assessed by the taxing  authorities,  including an increase in the assessed
tax for 2000 which was billed and paid during 2001. Operating expenses decreased
due to a decrease in maintenance costs, especially the cost of contract labor at
the Partnership's property.

General and  administrative  expenses  decreased for the year ended December 31,
2001 due to a decrease in  management  reimbursements  to the  Managing  General
Partner allowed under the  Partnership  Agreement and a decrease in professional
expenses  necessary for the  administration  of the Partnership.  In addition to
management  reimbursements,  cost  associated  with  the  quarterly  and  annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required  by  the  Partnership  Agreement  are  also  included  in  general  and
administrative expenses.

The increase in total revenues for the year ended December 31, 2001 is due to an
increase  in rental  income and the  recognition  of a casualty  gain  partially
offset by a decrease in other income. Rental income increased due to an increase
in average  rental rates which more than offset a slight  decrease in occupancy.
Other  income  decreased  due to  decreases  in  corporate  housing  revenue and
interest income. Interest income decreased due to lower average cash balances in
interest bearing accounts.

During the year ended  December 31, 2001, a net casualty  gain of  approximately
$19,000 was recorded at Fox Run Apartments.  The casualty gain related to a fire
that  occurred  in  February  2001.  The gain was a result of the receipt of net
insurance  proceeds of approximately  $26,000 offset by the write-off of the net
book value of the destroyed assets totaling approximately $7,000.

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,  due to changing  market
conditions,  which  can  result  in the use of  rental  concessions  and  rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At  December  31,  2001,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $460,000 compared to approximately $432,000 at December 31, 2000,
an increase  of  approximately  $28,000.  The  increase is due to  approximately
$1,652,000   and   $1,280,000  of  cash  provided  by  operating  and  financing
activities,  respectively,  partially offset by approximately $2,904,000 of cash
used in investing activities. Cash provided by financing activities consisted of
proceeds  received from the  refinancing of Fox Run Apartments and advances from
an  affiliate,  partially  offset by the  repayment of mortgage  notes  payable,
distributions  to partners,  repayment of advances from an affiliate,  principal
payments made on the mortgages  encumbering  Fox Run  Apartments  and loan costs
paid. Cash used in investing activities  consisted of property  improvements and
replacements and net deposits to restricted  escrows  maintained by the mortgage
lender slightly offset by insurance  proceeds  received.  The Registrant 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  Partnership  is  currently
evaluating the capital  improvement needs of the property for the upcoming year.
The  minimum  amount  to  be  budgeted  is  expected  to be  $300  per  unit  or
approximately  $233,000.  Additional  improvements  may be  considered  and will
depend on the physical  condition of the  property as well as  anticipated  cash
flow generated by the property.  The  additional  capital  expenditures  will be
incurred only if cash is available from operations and Partnership  reserves. To
the  extent  that  such  budgeted  capital   improvements  are  completed,   the
Registrant's  distributable  cash flow,  if any, may be adversely  affected,  at
least in the short term.

On December 5, 2001,  the  Partnership  refinanced  the mortgage  notes  payable
encumbering  Fox Run  Apartments.  The  refinancing  replaced  first and  second
mortgages  of  approximately  $29,125,000  with a new  mortgage in the amount of
$35,000,000.  The new  mortgage  carries a stated  interest  rate of 6.76%.  The
interest  rates on the old first and second  mortgages  were  8.32% and  15.29%,
respectively.  Principal  and  interest  payments on the  mortgage  loan are due
monthly  until  the loan  matures  in  December  2021 at which  time the loan is
scheduled to be fully amortized. Total capitalized loan costs were approximately
$337,000.  The Partnership  paid additional  interest of $608,000 at the time of
repayment as required by the mortgage agreement. The Registrant's current assets
are thought to be  sufficient  for any  near-term  needs  (exclusive  of capital
improvements) of the Registrant.

During the year ended  December  31,  2001,  the  Partnership  declared and paid
distributions  of  approximately  $3,847,000  (approximately  $3,808,000  to the
limited  partners  or $96.10 per  limited  partnership  unit).  Of this  amount,
approximately  $3,560,000  (approximately  $3,524,000 to the limited partners or
$88.93 per limited  partnership unit) was paid from the refinancing  proceeds of
Fox Run Apartments and  approximately  $287,000  (approximately  $284,000 to the
limited  partners  or  $7.17  per  limited   partnership  unit)  was  paid  from
operations. During the year ended December 31, 2000, distributions of $2,079,000
(approximately  $2,058,000  to  the  limited  partners  or  $51.93  per  limited
partnership  unit) was paid from  operations.  Future  cash  distributions  will
depend on the levels of net cash generated from operations,  the availability of
cash reserves,  the timing of the debt maturity and  refinancing  and/or sale of
the property. 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 2002 or  subsequent
periods.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 24,394 limited  partnership  units
(the "Units") in the Partnership representing 61.56% of the outstanding Units at
December  31,  2001.  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  limited  partnership   interests  in  the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO either through private  purchases or tender offers.  Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety  of matters  which  would  include  voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  61.56%  of the
outstanding  Units,  AIMCO is in a position to control all voting decisions with
respect to the Registrant. When voting on matters, AIMCO would in all likelihood
vote the Units it acquired in a manner favorable to the interest of the Managing
General Partner because of its affiliation with the Managing General Partner.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting Standards Board issued SFAS No. 144,
"Accounting  for the  Impairment or Disposal of Long-Lived  Assets".  SFAS No.
144 provides  accounting  guidance for financial  accounting and reporting for
the impairment or disposal of long-lived assets.  SFAS No. 144 supersedes SFAS
No.  121,  "Accounting  for  the  Impairment  of  Long-Lived  Assets  and  for
Long-Lived  Assets to be Disposed  Of".  SFAS No. 144 is effective  for fiscal
years  beginning  after December 15, 2001. The Managing  General  Partner does
not anticipate  that its adoption will have a material effect on the financial
position or results of operations of the Partnership.

Item 7.  Financial Statements


ANGELES PARTNERS XI

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2001

      Consolidated  Statements of  Operations - Years ended  December 31, 2001
      and 2000

      Consolidated  Statements  of Changes in  Partners'  Deficit - Years  ended
      December 31, 2001 and 2000

      Consolidated  Statements  of Cash Flows - Years ended  December 31, 2001
      and 2000

      Notes to Consolidated Financial Statements


<PAGE>



              Report of Ernst & Young LLP, Independent Auditors



The Partners
Angeles Partners XI


We have audited the accompanying  consolidated balance sheet of Angeles Partners
XI as  of  December  31,  2001,  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, 2001. 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 auditing standards generally accepted
in the 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. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by the  Partnership's  management,  as  well  as  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, 2001, and the consolidated  results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2001,  in
conformity with accounting principles generally accepted in the United States.

                                                         /s/ ERNST & YOUNG LLP


Greenville, South Carolina
February 15, 2002


<PAGE>



                               ANGELES PARTNERS XI

                           CONSOLIDATED BALANCE SHEET
                       (in thousands, except unit data)

                                December 31, 2001
<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   460
   Receivables and deposits                                                      832
   Restricted escrow                                                             625
   Other assets                                                                  380
   Investment property (Notes B and E):
      Land                                                    $ 3,998
      Buildings and related personal property                   30,769
                                                                34,767
      Less accumulated depreciation                            (23,538)       11,229
                                                                            $ 13,526

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 306
   Tenant security deposits                                                      477
   Other liabilities                                                             365
   Mortgage note payable (Notes B and E)                                      35,000

Partners' Deficit
   General partners                                            $ (543)
   Limited partners (39,627 units issued and
      outstanding)                                             (22,079)      (22,622)
                                                                            $ 13,526

        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                               ANGELES PARTNERS XI

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


                                                                Years Ended
                                                                December 31,
                                                              2001       2000
Revenues:
   Rental income                                           $ 8,518     $ 7,994
   Other income                                                479         575
   Casualty gain (Note F)                                       19          --
      Total revenues                                         9,016       8,569
Expenses:
   Operating                                                 2,435       2,473
   General and administrative                                  250         281
   Depreciation                                              1,835       1,575
   Interest                                                  3,303       2,749
   Property taxes                                            1,269         826
      Total expenses                                         9,092       7,904

Net (loss) income                                          $   (76)    $   665

Net (loss) income allocated to general partners (1%)       $    (1)    $     7

Net (loss) income allocated to limited partners (99%)          (75)        658
                                                           $   (76)    $   665
Net (loss) income per limited partnership unit             $ (1.89)    $ 16.60

Distributions per limited partnership unit                 $ 96.10     $ 51.93

        See Accompanying Notes to Consolidated Financial Statements


<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, 1999                  39,627      $  (489)   $(16,796)   $(17,285)

Net income for the year ended
   December 31, 2000                         --            7         658         665

Distributions to partners                    --          (21)     (2,058)     (2,079)

Partners' deficit at
   December 31, 2000                     39,627         (503)    (18,196)    (18,699)

Net loss for the year
   ended December 31, 2001                   --           (1)        (75)         (76)

Distributions to partners                    --          (39)     (3,808)      (3,847)

Partners' deficit
   at December 31, 2001                  39,627      $  (543)   $(22,079)   $(22,622)

        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,
                                                                  2001        2000
Cash flows from operating activities:
<S>                                                            <C>          <C>
  Net (loss) income                                            $   (76)     $   665
  Adjustments to reconcile net (loss) income to net
   cash provided by operating activities:
   Depreciation                                                  1,835        1,575
   Amortization of loan costs                                      103          113
   Casualty gain                                                   (19)          --
   Change in accounts:
      Receivables and deposits                                    (190)         143
      Other assets                                                   6           (7)
      Accounts payable                                             (70)          75
      Tenant security deposit liabilities                         (152)          60
      Other liabilities                                            215         (173)

      Net cash provided by operating activities                  1,652        2,451

Cash flows from investing activities:
  Property improvements and replacements                        (2,305)      (1,610)
  Net deposits to restricted escrow                               (625)          --
  Distributions from joint venture                                  --            4
  Net insurance proceeds                                            26           --

       Net cash used in investing activities                    (2,904)      (1,606)

Cash flows from financing activities:
  Proceeds from refinancing                                     35,000           --
  Payments on mortgage notes payable                              (411)        (452)
  Repayment of mortgage notes payable                          (29,125)          --
  Distributions to partners                                     (3,847)      (2,079)
  Loan costs                                                      (337)          --
  Advances from affiliate                                        1,079           --
  Repayment of advances from affiliate                          (1,079)          --

       Net cash provided by (used in) financing activities       1,280       (2,531)

Increase (decrease) in cash and cash equivalents                    28       (1,686)

Cash and cash equivalents at beginning of year                     432        2,118

Cash and cash equivalents at end year                          $   460      $   432

Supplemental disclosure of cash flow information:
  Cash paid for interest                                       $ 3,066      $ 2,639
Supplemental disclosure of non-cash flow information:
  Property improvements and replacements included in
    accounts payable                                           $   259      $   306

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                               ANGELES PARTNERS XI

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2001


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 Registrant.  On June 30,
2000,   Elliott  Family   Partnership  sold  its  remaining  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, 2001, the Partnership  operates one residential property located in
Plainsboro, New Jersey.

Principles  of  Consolidation:   The  Partnership's   consolidated   financial
statements  include all 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.

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 fair  value of the
Partnership's  long term debt, after  discounting the scheduled loan payments to
maturity, approximates its carrying value.

Cash and Cash Equivalents: Includes 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  $448,000 at  December  31, 2001 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
its rental payments.

Loan Costs:  Loan costs of  approximately  $337,000 at December  31,  2001,  are
included  in other  assets on the  balance  sheet and are being  amortized  on a
straight-line  basis  over the life of the loan.  Amortization  of loan costs is
included in interest expense.

Investment  Property:  The Partnership owns and operates one investment property
consisting of an apartment  complex,  which is stated at cost.  Acquisition fees
are  capitalized  as a  cost  of  real  estate.  In  accordance  with  Financial
Accounting  Standards Board Statement No. 121, "Accounting for the Impairment of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of", 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  necessary  for the years  ended  December  31,  2001 or 2000.  See "Recent
Accounting Pronouncements" below.

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 18 years for additions  after March 15, 1984,  and before
May 9, 1985 and 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 recognizes income as earned on its leases. In addition,
the Managing  General  Partner's  policy is to offer rental  concessions  during
particularly  slow months or in response to heavy competition from other similar
complexes  in the  area.  Concessions  are  charged  against  rental  income  as
incurred.

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.  The Managing General Partner believes that  segment-based  disclosures
will  not  result  in a  more  meaningful  presentation  than  the  consolidated
financial statements as currently presented.

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  $43,000 for both of the years ended December
31, 2001 and 2000 were charged to operating expense.

Recent  Accounting  Pronouncements:  In August 2001, the Financial  Accounting
Standards  Board  issued  SFAS No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived Assets".  SFAS No. 144 provides accounting guidance for
financial   accounting  and  reporting  for  the  impairment  or  disposal  of
long-lived assets.  SFAS No. 144 supersedes SFAS No. 121,  "Accounting for the
Impairment of Long-Lived  Assets and for Long-Lived Assets to be Disposed Of".
SFAS No. 144 is effective for fiscal years  beginning after December 15, 2001.
The Managing  General  Partner does not anticipate that its adoption will have
a material  effect on the  financial  position or results of operations of the
Partnership.

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

                         Principal       Monthly                               Principal
                         Balance At      Payment      Stated                    Balance
                        December 31,    Including    Interest    Maturity       Due At
Property                    2001        Interest       Rate        Date        Maturity
                              (in thousands)                                (in thousands)
Fox Run Apartments
<S>                      <C>               <C>         <C>        <C>          <C>
  1st mortgage           $35,000           $266        6.76%      12/2021      $     --
</TABLE>

On December 5, 2001,  the  Partnership  refinanced  the mortgage  notes  payable
encumbering  Fox Run  Apartments.  The  refinancing  replaced  first and  second
mortgages  of  approximately  $29,125,000  with a new  mortgage in the amount of
$35,000,000.  The new  mortgage  carries a stated  interest  rate of 6.76%.  The
interest  rates on the old first and second  mortgages  were  8.32% and  15.29%,
respectively.  Principal  and  interest  payments on the  mortgage  loan are due
monthly  until the loan  matures  in  December  2021,  at which time the loan is
scheduled to be fully amortized. Total capitalized loan costs were approximately
$337,000.  The Partnership  paid additional  interest of $608,000 at the time of
repayment as required by the mortgage agreement.

The  mortgage  note  payable  is  nonrecourse  and is  secured  by pledge of the
Partnership's  investment property and by pledge of revenues from the investment
property.  This note imposes  prepayment  penalties if repaid prior to maturity.
Further, the property may not be sold subject to existing note indebtedness.

Scheduled principal payments of mortgage note payable subsequent to December 31,
2001, are as follows (in thousands):

                                2002           $   856
                                2003               916
                                2004               980
                                2005             1,048
                                2006             1,121
                             Thereafter         30,079
                                Total          $35,000
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 (loss)  income and Federal
taxable income:

                                              2001                  2000
                                         (in thousands, except per unit data)
Net (loss) income as reported              $   (76)              $   665
Add (deduct):
Depreciation differences                       792                   490
Unearned income                                 94                   (15)
Other                                         (146)                   81
Federal taxable income                     $   664               $ 1,221
Federal taxable income
  per limited partnership unit             $ 16.58               $ 30.50

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

Net liabilities as reported            $(22,622)
Land and buildings                        2,890
Accumulated depreciation                 (2,389)
Syndication and distribution costs        5,261
Other                                       133

Net liabilities - Federal tax basis    $(16,727)

Note D - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  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.

The following  amounts were paid or accrued to the Managing  General Partner and
affiliates during each of the years ended December 31, 2001 and 2000:

                                                               2001      2000
                                                               (in thousands)

Property management fees (included in operating expense)      $ 448     $ 428

Partnership management fee (included in general and
  administrative expenses (*))                                    9        23

Reimbursement for services of affiliates (included in
 general and administrative expenses and investment
 property)                                                      450       357

Interest expense paid to an affiliate                            23        --

(*)   The Partnership Agreement provides for a fee equal to 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.  At December 31, 2001, the Partnership has accrued approximately
      $16,000  of  Partnership  management  fees  which  is  included  in  other
      liabilities on the accompanying consolidated balance sheet.

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts  from the  Registrant's  property  for  providing  property  management
services.  The Registrant  paid to such  affiliates  approximately  $448,000 and
$428,000 for the years ended December 31, 2001 and 2000, respectively.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $450,000 and $357,000 for the
years ended December 31, 2001 and 2000, respectively.  Included in these amounts
are fees related to construction management services provided by an affiliate of
the  Managing  General  Partner of  approximately  $274,000 and $174,000 for the
years  ended  December  31,  2001  and  2000,  respectively.   The  construction
management  service fees are  calculated  based on a  percentage  of current and
certain prior year  additions to investment  property and are being  depreciated
over 15 years.

In  accordance  with the  Partnership  Agreement,  an  affiliate of the Managing
General Partner loaned the Partnership  approximately $1,079,000 during the year
ended December 31, 2001. All of these advances were repaid during the year ended
December  31,  2001.  Interest  was charged at the prime rate plus 2%.  Interest
expense was  approximately  $23,000 for the year ended December 31, 2001.  There
were no loans from the Managing  General Partner or associated  interest expense
during the year ended December 31, 2000.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General Partner.  During the year ended December
31, 2001, the Partnership  paid AIMCO and its affiliates  approximately  $66,000
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 24,394 limited  partnership  units
(the "Units") in the Partnership representing 61.56% of the outstanding Units at
December  31,  2001.  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  limited  partnership   interests  in  the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO either through private  purchases or tender offers.  Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety  of matters  which  would  include  voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  61.56%  of the
outstanding  Units,  AIMCO is in a position to control all voting decisions with
respect to the Registrant. When voting on matters, AIMCO would in all likelihood
vote the Units it acquired in a manner favorable to the interest of the Managing
General Partner because of its affiliation with the Managing General Partner.

Note E - Real Estate 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          $35,000      $ 3,998       $20,990       $ 9,779

<TABLE>
<CAPTION>

                        Gross Amount At Which Carried
                             At December 31, 2001
                             (in thousands)

                               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    $30,769    $34,767      $23,538      5/27/83       5-20
</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 "Real Estate and Accumulated Depreciation":

                                                Years Ended December 31,
                                                  2001            2000
                                                     (in thousands)
Investment Property

Balance at beginning of year                   $32,530          $30,614
    Property improvements                        2,258            1,916
    Disposition of assets                          (21)              --

Balance at end of year                         $34,767          $32,530

Accumulated Depreciation

Balance at beginning of year                   $21,717          $20,142
    Additions charged to expense                 1,835            1,575
    Disposition of assets                          (14)              --

Balance at end of year                         $23,538          $21,717

The aggregate cost of the investment property for Federal income tax purposes at
December  31,  2001  and  2000 is  approximately  $37,657,000  and  $35,425,000,
respectively.  The accumulated  depreciation  for Federal income tax purposes at
December  31,  2001 and 2000,  is  approximately  $25,927,000  and  $24,885,000,
respectively.

Note F - Casualty

During the year ended  December 31, 2001, a net casualty  gain of  approximately
$19,000 was recorded at Fox Run Apartments.  The casualty gain related to a fire
that  occurred  in  February  2001.  The gain was a result of the receipt of net
insurance proceeds of approximately $26,000,  offset by the write-off of the net
book value of the destroyed assets totaling approximately $7,000.

Note G - Distributions

During the year ended  December  31,  2001,  the  Partnership  declared and paid
distributions  of  approximately  $3,847,000  (approximately  $3,808,000  to the
limited  partners  or $96.10 per  limited  partnership  unit).  Of this  amount,
approximately  $3,560,000  (approximately  $3,524,000 to the limited partners or
$88.93 per limited  partnership unit) was paid from the refinancing  proceeds of
Fox Run Apartments and  approximately  $287,000  (approximately  $284,000 to the
limited  partners  or  $7.17  per  limited   partnership  unit)  was  paid  from
operations. During the year ended December 31, 2000, distributions of $2,079,000
(approximately  $2,058,000  to  the  limited  partners  or  $51.93  per  limited
partnership unit) was paid from operations.

Note H - Legal Proceedings

In March 1998, several putative  unitholders 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
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition of interests in certain  general  partner  entities by
Insignia  Financial  Group,  Inc.  ("Insignia")  and entities which were, at one
time,  affiliates of Insignia;  past tender offers by the Insignia affiliates to
acquire  limited  partnership  units;  management  of  the  partnerships  by the
Insignia  affiliates;  and the series of transactions which closed on October 1,
1998 and  February 26, 1999 whereby  Insignia  and  Insignia  Properties  Trust,
respectively,  were merged into AIMCO.  The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Managing  General  Partner  filed a motion  seeking  dismissal of the
action.  In lieu of responding to the motion,  the  plaintiffs  filed an amended
complaint. The Managing General Partner filed demurrers to the amended complaint
which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

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

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

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

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

         None.

                                    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  respectively  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
executive  officers and director of the Managing General Partner,  are set forth
below.  There are no family  relationships  between  or among any  officers  and
directors.

Name                        Age    Position

Patrick J. Foye              44    Executive Vice President and Director
Martha L. Long               42    Senior Vice President and Controller

Patrick  J.  Foye  has been  Executive  Vice  President  and  Director  of the
Managing  General  Partner  since  October  1,  1998.  Mr.  Foye has served as
Executive  Vice  President  of AIMCO since May 1998.  Prior to joining  AIMCO,
Mr.  Foye was a partner in the law firm of  Skadden,  Arps,  Slate,  Meagher &
Flom LLP from 1989 to 1998 and was  Managing  Partner of the firm's  Brussels,
Budapest and Moscow  offices from 1992 through  1994.  Mr. Foye is also Deputy
Chairman of the Long Island Power  Authority and serves as a member of the New
York State  Privatization  Council.  He received a B.A.  from Fordham  College
and a J.D. from Fordham University Law School.

Martha L. Long has been Senior Vice  President  and  Controller  of the Managing
General  Partner since October 1998 as a result of the  acquisition  of Insignia
Financial  Group,  Inc. As of February 2001, Ms. Long was also appointed head of
the service  business for AIMCO.  From June 1994 until January 1997, she was the
Controller for Insignia, and was promoted to Senior Vice President - Finance and
Controller in January 1997,  retaining that title until October 1998.  From 1988
to June 1994,  Ms. Long was Senior Vice  President and  Controller for The First
Savings Bank, FSB in Greenville, South Carolina.

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 executive  officers and director of the Managing General Partner fulfill the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting process on behalf of the Managing General Partner.  Management has the
primary  responsibility  for the financial  statements and the reporting process
including  the  systems  of  internal  controls.  In  fulfilling  its  oversight
responsibilities,  the executive  officers and director of the Managing  General
Partner reviewed the audited  financial  statements with management  including a
discussion  of the  quality,  not  just  the  acceptability,  of the  accounting
principles,  the  reasonableness  of significant  judgments,  and the clarity of
disclosures in the consolidated financial statements.

The executive  officers and director of the Managing  General  Partner  reviewed
with the independent auditors,  who are responsible for expressing an opinion on
the conformity of those audited financial statements with accounting  principles
generally accepted in the United States,  their judgments as to the quality, not
just the  acceptability,  of the  Partnership's  accounting  principles and such
other  matters as are required to be discussed  with the Audit  Committee or its
equivalent under auditing standards  generally accepted in the United States. In
addition,  the  Partnership  has  discussed  with the  independent  auditors the
auditors' independence from management and the Partnership including the matters
in the written  disclosures  required by the  Independence  Standards  Board and
considered  the   compatibility   of  non-audit   services  with  the  auditors'
independence.

The executive  officers and director of the Managing  General Partner  discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive officers and director of the Managing General Partner has approved the
inclusion of the audited  financial  statements  in the Form 10-KSB for the year
ended December 31, 2001 for filing with the Securities and Exchange Commission.

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements of the  Partnership  for the current
fiscal year. Fees for the last fiscal year were audit services of  approximately
$32,000  and  non-audit  services  (principally  tax-related)  of  approximately
$16,000.

Item 10. Executive Compensation

None of the directors and officer 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, 2001.

Entity                                  Number of Units      Percentage

Insignia Properties LP                           80             0.20%
(an affiliate of AIMCO)
Cooper River Properties, LLC                  8,782            22.16%
(an affiliate of AIMCO)
AIMCO Properties, LP                         15,532            39.20%
(an affiliate of AIMCO)

Cooper  River  Properties,  LLC,  and  Insignia  Properties  LP  are  indirectly
ultimately  owned by AIMCO.  Their  business  addresses  are 55  Beattie  Place,
Greenville, SC 29602.

AIMCO  Properties,  L.P. is indirectly  ultimately  controlled  by AIMCO.  Its
business address is 2000 South Colorado Blvd., Denver, Colorado 80222.

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

No  transactions  have  occurred  between  the  Partnership  and any  officer or
director of the Managing General Partner.

The  Partnership  has no employees  and is  dependent  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.

The following  amounts were paid or accrued to the Managing  General Partner and
affiliates during each of the years ended December 31, 2001 and 2000:

                                                               2001      2000
                                                               (in thousands)

Property management fees                                      $ 448     $ 428

Partnership management fee (*)                                    9        23

Reimbursement for services of affiliates                        450       357

Interest expense paid to an affiliate                            23        --

(*)   The Partnership Agreement provides for a fee equal to 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.  At December 31, 2001, the Partnership has accrued approximately
      $16,000  of  Partnership  management  fees  which  is  included  in  other
      liabilities on the accompanying consolidated balance sheet.

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts  from the  Registrant's  property  for  providing  property  management
services.  The Registrant  paid to such  affiliates  approximately  $448,000 and
$428,000 for the years ended December 31, 2001 and 2000, respectively.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $450,000 and $357,000 for the
years ended December 31, 2001 and 2000, respectively.  Included in these amounts
are fees related to construction management services provided by an affiliate of
the  Managing  General  Partner of  approximately  $274,000 and $174,000 for the
years  ended  December  31,  2001  and  2000,  respectively.   The  construction
management  service fees are  calculated  based on a  percentage  of current and
certain prior year  additions to investment  property and are being  depreciated
over 15 years.

In  accordance  with the  Partnership  Agreement,  an  affiliate of the Managing
General Partner loaned the Partnership  approximately $1,079,000 during the year
ended December 31, 2001. All of these advances were repaid during the year ended
December  31,  2001.  Interest  was charged at the prime rate plus 2%.  Interest
expense was  approximately  $23,000 for the year ended December 31, 2001.  There
were no loans from the Managing  General Partner or associated  interest expense
during the year ended December 31, 2000.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General Partner.  During the year ended December
31, 2001, the Partnership  paid AIMCO and its affiliates  approximately  $66,000
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 24,394 limited  partnership  units
(the "Units") in the Partnership representing 61.56% of the outstanding Units at
December  31,  2001.  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  limited  partnership   interests  in  the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO either through private  purchases or tender offers.  Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety  of matters  which  would  include  voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  61.56%  of the
outstanding  Units,  AIMCO is in a position to control all voting decisions with
respect to the Registrant. When voting on matters, AIMCO would in all likelihood
vote the Units it acquired in a manner favorable to the interest of the Managing
General Partner because of its affiliation with the Managing General Partner.


                                     PART IV


Item 13. Exhibits and Reports on Form 8-K

(a)   Exhibits:

      Exhibit 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.

(b)   Reports on Form 8-K filed in the fourth  quarter  of the  calendar  year
      2001:

      None.


<PAGE>


                                   SIGNATURES



In accordance  with Section 13 or 15(d) 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/Patrick J. Foye
                                         Patrick J. Foye
                                         Executive Vice President

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


                                 Date: March 26, 2002

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the Registrant and in the capacities on the date
indicated.

/s/Patrick J. Foye               Patrick J. Foye            Date:March 26, 2002
                                 Executive Vice President
                                  and Director

/s/Martha L. Long                Martha L. Long             Date:March 26,2002
                                 Senior Vice President
                                 and Controller


<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

      10.1        Agreement of Purchase and Sale of Real  Property with Exhibits
                  - Fox Run I and II Apartments filed in Form 8-K dated June 30,
                  1983, incorporated herein by reference

      10.2        Agreement of Purchase and Sale of Real  Property with Exhibits
                  - Harbour Landing  Apartments filed in Form 8-K dated December
                  21, 1983, incorporated herein by reference

      10.3        Agreement of Purchase and Sale of Real  Property with Exhibits
                  - Westmont  Village  Apartments  filed in Form 8-K dated March
                  30, 1984, incorporated herein by reference.

      10.4        Multi Family Note,  dated June 11, 1986 - Fox Run Apartments I
                  and II filed in Form 8-K dated November 30, 1986, incorporated
                  herein by reference

      10.5        Second  Trust  deed  dated   September  22,  1987  -  Fox  Run
                  Apartments filed in Form 10-K, dated November 30, 1987, and is
                  incorporated herein by reference

      10.6        Agreement to Accept Deed in Lieu of  Foreclosure  - Boca Plaza
                  Shopping  Center  filed in Form 8-K dated  January  15,  1991,
                  incorporated herein by reference

      10.7        Order appointing receiver - Springside  Apartments dated April
                  24,  1991 filed in Form 10Q dated May 14,  1991,  incorporated
                  herein by reference

      10.8        Purchase  and Sale  Agreement  with  Exhibits - dated July 26,
                  1991 between  Princeton  Golf Course Joint Venture and Lincoln
                  Property  Company  No. 199 filed in Form 10-K dated  March 27,
                  1992, incorporated herein by reference.

      10.9        Princeton  Meadows Golf Course Joint  Venture  Agreement  with
                  Exhibits - dated  August 21,  1991  between  the  Partnership,
                  Angeles Income  Properties II and Angeles  Partners XII, filed
                  in Form 10-K  dated  March 27,  1992,  incorporated  herein by
                  reference.

      10.10       Stock Purchase  Agreement  dated November 24, 1992 showing the
                  purchase of 100% of the  outstanding  stock of Angeles  Realty
                  Corporation  by IAP GP  Corporation,  a  subsidiary  of MAE GP
                  Corporation,  filed in Form 8-K dated December 31, 1992, which
                  is incorporated herein by reference.

      10.11       Secured  Promissory Note between Angeles  Mortgage  Investment
                  Trust,  A California  Business  Trust,  Fox Run AP XI, L.P., a
                  South Carolina limited  partnership and Angeles Partners XI, a
                  California limited partnership dated December 19, 1996.

      10.12       Loan agreement between General Electric Capital Corporation, a
                  New  York  corporation,  and  Fox  Run AP XI,  L.P.,  a  South
                  Carolina limited partnership dated December 23, 1996.

      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 as filed
                  herein.

<PAGE>
                                 PROMISSORY NOTE

$35,000,000.00                                          Plainsboro, New Jersey
                                                                          , 2001


      FOR  VALUE  RECEIVED,  Fox Run AP XI,  L.P.  ("Maker"),  a South  Carolina
limited partnership,  having an office c/o AIMCO, 2000 South Colorado Boulevard,
Tower Two, Suite 2-1000,  Denver,  Colorado  80222,  promises to pay to NEW YORK
LIFE INSURANCE COMPANY ("Holder"),  a New York mutual insurance company,  having
its principal  office at 51 Madison Avenue,  New York, New York  10010-1603,  or
order, without offset, at its principal office in New York, New York, or at such
other place as may be  designated  in writing by Holder,  the  principal  sum of
Thirty-Five  Million and 00/100  Dollars  ($35,000,000.00),  lawful money of the
United States of America,  together with interest thereon at the rate ("Interest
Rate") of six and  seventy-six  one hundredths of one percent (6.76%) per annum,
payable in monthly payments ("Payments") of Two Hundred Sixty-Six Thousand Three
Hundred  Thirty-Six  and 00/100 Dollars  ($266,336.00),  commencing on the tenth
(10th) day of  January,  2002 and  payable  on the tenth  (10th) day of each and
every month thereafter until and including  December 10, 2022 ("Maturity Date").
In addition,  on the Maturity Date,  Maker shall pay to Holder the entire unpaid
principal balance of this Note,  together with all interest then accrued thereon
pursuant to this Note and all other  Obligations (as  hereinafter  defined) then
unpaid pursuant to the Loan Instruments (as hereinafter  defined).  Holder shall
apply  each  Payment,  when  received,  first  to the  Obligations,  other  than
principal and interest,  which are then due and payable,  but only if so elected
by  Holder  in its sole and  absolute  discretion,  and then to the  payment  of
accrued interest on the outstanding  principal  balance hereof and the remainder
to the  reduction  of such  principal  balance.  Interest  from the date  hereof
through and  including  December 9, 2001, is due and payable on the date of this
Note and shall be  computed  on the basis of the  actual  number of days in such
period over a 360 day year.

      This Note is secured by, among other things, (a) a Mortgage, Assignment of
Leases  and  Rents and  Security  Agreement  ("Mortgage"),  dated as of the date
hereof,  granted by Maker to Holder and encumbering  premises and other property
("Secured  Property")  more  particularly  described  in the Mortgage and (b) an
Assignment of Leases,  Rents,  Income and Cash Collateral,  dated as of the date
hereof,  from  Maker to  Holder.  Obligations,  Loan  Instruments  and all other
capitalized  terms used in this Note and not expressly defined herein shall have
the meanings assigned to such terms in the Mortgage. The terms and provisions of
the Loan Instruments,  other than this Note, are hereby fully  incorporated into
this Note by reference.

      From and after the earlier to occur of an Event of Default or the Maturity
Date, the aggregate amount of the Obligations shall  automatically bear interest
at an  annual  rate  ("Increased  Rate")  equal to the  Interest  Rate plus five
percentage  points,  unless  compliance  with  applicable  law requires a lesser
interest rate, in which event the aggregate amount of the Obligations shall bear
interest at the maximum rate permitted by law.

      Any  default in the making of any  Payment or in the making of any payment
due  pursuant  to  Section  1.04 of the  Mortgage  or in the making of any other
deposit or reserve due pursuant to any Loan  Instrument  on the date the same is
due will  result in loss and  additional  expense  to Holder  in  servicing  the
Obligations,  handling such delinquent  payments and meeting its other financial
obligations.  Accordingly,  upon the occurrence of any such default, Maker shall
pay, without regard to any grace periods,  a late charge ("Late Charge") of four
percent  (4%) of each such  overdue  Payment.  Maker  agrees  that (a) the exact
amount  of such loss and  additional  expense  is  extremely  difficult,  if not
impossible  to determine,  (b) the Late Charge is a reasonable  estimate of such
loss and expense and therefore does not constitute a penalty and (c) in addition
to, and not in lieu of, the  exercise of any other  remedies to which Holder may
be  entitled,  Holder may collect from Maker all Late Charges for the purpose of
defraying  such loss and expense,  unless  applicable law requires a lesser such
charge,  in which  event  Holder may  collect  from  Maker a Late  Charge at the
maximum rate permitted by applicable law.

      Maker may not prepay the  Obligations  prior to January 10, 2005  ("Closed
Period").  On or after January 10, 2005, or on the tenth (10th) day of any month
thereafter,  Maker may prepay the outstanding principal balance of this Note (in
whole but not in part),  together with accrued  interest  thereon to the date of
prepayment  and any other  outstanding  Obligations,  provided  that Maker gives
Holder  not less than  sixty  (60) and not more  than  seventy  (70) days  prior
written  notice of  Maker's  intention  to make such  prepayment,  and  provided
further that, in addition to paying the entire outstanding  principal balance of
this Note, all accrued interest thereon and any other  outstanding  Obligations,
Maker pays to Holder the Make-Whole Amount. Any prepayment notice given by Maker
shall be deemed  null and void if the  prepayment  covered by such notice is not
made by the date of such prepayment specified in such notice.

      "Make-Whole  Amount" with respect to any prepayment  that occurs after the
Closed  Period  means an amount  equal to the greater of (a) one percent (1%) of
the then entire  outstanding  principal  balance of this Note or (b) the present
value  as of the date of  prepayment  of the  remaining  scheduled  payments  of
principal  and  interest   (including  any  balloon   payment),   determined  by
discounting such payments at the Monthly  Equivalent  Treasury Security Rate (as
hereinafter defined), less the amount of principal being prepaid,  provided such
difference shall not be less than zero.  "Monthly  Equivalent  Treasury Security
Rate" means the rate which, when compounded monthly,  results in a yield that is
equivalent  to the yield on the  Equivalent  U.S.  Treasury  Security plus fifty
(.50) basis points, which is compounded semi-annually. "Equivalent U.S. Treasury
Security"  means the U.S.  treasury bill,  note or bond,  having a maturity date
closest in maturity to the Maturity Date, as reported in The Wall Street Journal
(or, if The Wall Street Journal is no longer published,  another daily financial
publication  of  national  circulation  selected  by Holder) on the third  (3rd)
business  day  preceding  the date of  prepayment.  Maker  waives  any  right of
prepayment  except as  expressly  provided  herein and as may be provided in the
other Loan  Instruments.  Notwithstanding  anything  herein to the contrary,  if
Maker prepays all  Obligations  not more than three (3) months days prior to the
Maturity Date and after not less than fifteen (15) days prior written  notice to
Holder, Maker shall not be required to pay the Make-Whole Amount.

      If the outstanding  principal  balance of this Note or any portion thereof
shall  become  due and  payable  or shall be paid as a result of (a) an Event of
Default  (which Event of Default  shall be  conclusively  deemed to be a willful
default made for the purpose of avoiding payment of the Make-Whole Amount),  (b)
the  exercise  by Maker or any other  person of any right of  redemption  or the
taking by Maker or any other person of any other action to prevent a foreclosure
of the Secured  Property,  or (c) a casualty or condemnation with respect to the
Secured Property, then Maker shall pay to Holder the Make-Whole Amount computed,
to the extent not  prohibited  by  applicable  law,  as if Maker had  elected to
prepay this Note,  as provided in the preceding  paragraph,  on the date of such
Event of Default, exercise, action, casualty or condemnation,  as applicable. If
such Event of Default,  exercise, action, casualty or condemnation occurs during
the Closed  Period,  then, to the extent not  prohibited by applicable  law, the
Make-Whole  Amount shall be equal to the greater of (a) ten percent (10%) of the
principal  balance of this Note then  unpaid or (b) the  Make-Whole  Amount,  as
calculated in the manner set forth in the immediately preceding paragraph.

      From and  after  the  existence  of an Event of  Default,  Holder,  at its
option,  may declare all Obligations to be immediately due and payable,  then or
thereafter,  as Holder may elect, regardless of the stated Maturity Date of this
Note.

      If Holder collects all or any part of the Obligations by an action, at law
or in equity,  or in any  bankruptcy,  receivership  or other  court  proceeding
(whether  at the  trial or  appellate  level),  or if this Note is placed in the
hands of  attorney(s)  for  collection,  Maker  shall pay,  in  addition  to the
principal  and  interest  due or deemed to be due,  whether by  acceleration  or
otherwise,  and in addition to the Make-Whole  Amount (a) all costs,  including,
without limitation, attorneys' fees and expenses, of collecting or attempting to
collect  all amounts due  pursuant  to this Note and all other  Obligations,  of
enforcing or attempting to enforce Holder's rights and remedies  pursuant to the
Loan  Instruments  and of protecting the collateral  securing this Note, (b) all
Late Charges due pursuant to this Note and (c) interest,  at the Increased Rate,
computed on the amount of the Obligations.

      The failure by Holder to exercise any right, power,  privilege,  remedy or
option as to maturity, foreclosure or otherwise, provided in any Loan Instrument
or otherwise  available  at law or in equity (each a "Remedy" and  collectively,
"Remedies") before or after any Event of Default,  in any one or more instances,
or the acceptance by Holder of any partial payment or partial performance, shall
not constitute a waiver of any default or any Remedy, each of which shall remain
continuously in force, until waived in writing by Holder. Holder, at its option,
may  rescind,  in writing,  any  acceleration  of this Note,  but the tender and
acceptance of partial payment or partial  performance alone shall not rescind or
in any other way affect any  acceleration of this Note or the exercise by Holder
of any of its Remedies.

       Maker and  Holder  intend to comply  strictly  with all usury laws now or
hereafter in force in the  jurisdiction  ("State") in which the Secured Property
is located,  and all  interest  payable  pursuant to this Note or any other Loan
Instrument  shall be reduced to the maximum amount which is not in excess of the
maximum  non-usurious rate of interest applicable to this Note or any other Loan
Instrument  ("Legal Rate") allowed under the usury laws of the State,  as now or
hereafter  construed by the courts having jurisdiction over such matters. If the
aggregate  of all  interest  (whether  designated  as  interest,  Late  Charges,
Make-Whole  Amount  or  otherwise)  contracted  for,  chargeable  or  receivable
pursuant to this Note or any other Loan Instrument, whether upon regular payment
or acceleration or otherwise,  exceeds the Legal Rate, it shall  conclusively be
deemed a mutual mistake.  Such excess shall be canceled  automatically,  and, if
theretofore paid, shall, at the option of Holder,  either be rebated to Maker or
credited in reduction of the outstanding  principal balance of this Note, or, if
this Note has been repaid,  such excess shall be rebated to Maker.  In the event
of a conflict  between the provision of this paragraph and the provisions of any
other portion of this Note or any other Loan Instrument,  the provisions of this
paragraph shall control.

      Maker waives all requirements for presentment, protest, notice of protest,
notice of dishonor,  demand for payment and diligence in collection of this Note
or the Loan  Instruments,  and any and all other  notices  and matters of a like
nature,  except for those expressly required by the Mortgage.  Without notice to
Maker and without discharging Maker's liability hereunder, Maker consents to any
extension of time (whether one or more) of payment of this Note,  release of all
or any part of the  security  for the  payment  of this Note or  release  of any
Person liable for payment of this Note.

      This Note may be changed only by an agreement, in writing, signed by Maker
and Holder.  Maker waives and renounces all homestead exemption rights as to the
Obligations or any renewal or extension thereof. No failure or delay on the part
of Holder in exercising any Remedy pursuant to this Note or any Loan Instrument,
and no course of dealing between Maker and Holder,  shall operate as a waiver of
any Remedy,  nor shall any single or partial exercise of any Remedy preclude any
other or further  exercise  thereof or the  exercise  of any other  Remedy.  All
Remedies expressly provided for in the Loan Instruments are cumulative,  and are
not exclusive of any rights,  powers,  privileges or remedies which Holder would
otherwise  have at law or  equity.  No  notice to or demand on Maker in any case
shall entitle Maker to any other or further notice or demand in similar or other
circumstances,  nor shall any such notice or demand  constitute  a waiver of the
right of Holder to take any other or further action in any circumstances without
notice or demand.

      The obligations of each Person and entity  comprising Maker shall be joint
and several. The unenforceability or invalidity of any provision of this Note as
to any Person or circumstance  shall not render that provision  unenforceable or
invalid as to any other Person or circumstance,  and all provisions  hereof,  in
all other respects, shall remain valid and enforceable.

      If an Event of Default has occurred  (and  regardless of whether or not it
has been cured),  Holder may exercise any and all Remedies,  and shall have full
recourse to the Secured  Property and to any other  collateral given by Maker to
secure any or all of the  Obligations,  provided  that any judgment  obtained by
Holder in any  proceeding to enforce the Remedies shall be enforced only against
the  Secured  Property  and/or  such  other  collateral.   Notwithstanding   the
foregoing,  Holder  may name  Maker or any of its  successors  or assigns or any
Person  holding under or through them as parties to any actions,  suits or other
proceedings  initiated  by Holder to enforce  any  Remedies  against the Secured
Property  and/or  such other  collateral,  including  without,  limitation,  any
action,  suit or proceeding  to foreclose  the lien of the Mortgage  against the
Secured  Property  or to  otherwise  realize  upon any  other  lien or  security
interest  created in any other  collateral given to secure the payment of any or
all of the  Obligations.  The restriction on enforcement  contained in the first
sentence of this  paragraph  shall not apply to, and Maker  shall be  personally
liable for, all losses,  claims,  damages,  costs,  expenses and/or liabilities,
including, without limitation,  attorneys' fees and expenses, incurred by Holder
(a) as a result of any material  misstatement of fact (i) by Maker or any Person
constituting  Maker,  made to induce  Holder to  advance  the  principal  amount
evidenced  hereby or (ii) contained in any Loan  Instrument,  (b) as a result of
fraud committed by Maker or any Person  constituting  Maker,  (c) as a result of
the collection or application of any insurance  proceeds,  condemnation  awards,
trust funds or Rents in a manner which is not in accordance  with the provisions
of the Loan Instruments,  (d) as a result of the breach of any representation or
warranty  contained in the Sections of the Mortgage  pertaining to environmental
matters,  including without limitation,  Sections 1.05E(4), 2.03(C) and 2.03(D),
or any default  with  respect to any  covenant  contained in the Sections of the
Mortgage  pertaining to environmental  matters,  including  without  limitation,
Section 1.05(E), (e) as a result of any default with respect to Maker's covenant
to pay Impositions or insurance  premiums pursuant to the Mortgage,  (f) arising
from,  in  respect  of, as a  consequence  of, or in  connection  with:  (i) the
existence  of any  circumstance  or the  occurrence  of any action  described in
Section 1.05E(1) of the Mortgage, (ii) claims asserted by any Person (including,
without limitation,  any Governmental  Agency) in connection with, or in any way
arising out of, the presence, storage, use, disposal, generation, transportation
or  treatment  of any  Hazardous  Material  on, in,  under or about the  Secured
Property,  (iii) the  violation or claimed  violation of any law relating to any
Hazardous  Material  or any  other  Environmental  Requirement  in regard to the
Secured  Property,  regardless  of  whether  or not such  violation  or  claimed
violation  occurred  prior to or after the date of this Note or  whether  or not
such  violation or claimed  violation  occurred  prior to or after the time that
Maker became the owner of the Secured  Property,  or (iv) the preparation of any
environmental audit as to the Secured Property,  whether conducted or authorized
by Maker,  Holder or any other Person or the implementation of any environmental
audit's recommendations,  or (g) as a result of any intentional, bad faith waste
of the  Secured  Property  committed  by Maker or its  agents  (such  damages to
include,  without limitation,  all repair costs incurred by Maker). In addition,
and  notwithstanding  the  restriction  on  enforcement  contained  in the first
sentence of this paragraph, Maker also shall be personally liable for and Holder
may seek judgment  against  Maker for all  outstanding  principal,  interest and
other  Obligations if there shall be a violation of Section 1.11 of the Mortgage
and/or in the event that any voluntary  petition for bankruptcy,  reorganization
or arrangement  pursuant to federal  bankruptcy  law, or any similar  federal or
state law,  shall be filed by,  consented  to or  acquiesced  in by Maker or any
Guarantor  and/or if any proceeding for the  dissolution or liquidation of Maker
or any Guarantor shall be instituted by Maker or any Guarantor.  The restriction
on enforcement contained in the first sentence of this paragraph shall not apply
to the Environmental Indemnity Agreement of even date herewith executed by Maker
and the other  indemnitors,  if any, in favor of Holder or to the  Guarantee  of
even date  herewith  executed  by  Guarantor  for the  benefit of Holder.  It is
expressly  understood  and  agreed,  however,  that  nothing  contained  in this
paragraph shall (x) in any manner or way constitute or be deemed to be a release
of the  Obligations  or  otherwise  affect or impair the  enforceability  of the
liens, assignments, rights and security interests created by the Mortgage or any
of the other Loan Instruments or any future advance or any related agreements or
(y) preclude  Holder from  foreclosing the Mortgage or from exercising its other
remedies set forth in the Mortgage or the  Assignment,  or from enforcing any of
its rights and  remedies  in law or in equity  (including,  without  limitation,
injunctive  and  declaratory   relief,   restraining   orders  and  receivership
proceedings), except as provided in this paragraph.

      If any  payment  required  hereunder  or under any other  Loan  Instrument
becomes due on a Saturday,  Sunday,  or legal  holiday in the state in which the
Premises  are  located,  then  such  payment  shall  be due and  payable  on the
immediately succeeding business day.

      "Maker"  and  "Holder"  shall be deemed to include the  respective  heirs,
administrators,  legal  representatives,  successors  and  assigns  of Maker and
Holder.

      Time is of the essence with respect to each and every provision hereof.

      This Note shall be governed by, and  construed  and enforced in accordance
with the laws of the State,  other than such laws with  respect to  conflicts of
laws.

In    the event of any  inconsistencies  between  the terms of this Note and the
      terms of any other Loan Instruments, the terms of this Note shall prevail.

      This Note may be  executed  in any number of  counterparts,  each of which
shall be deemed to be an original and all of which shall  constitute one and the
same document.

                             [signature page to follow]

                       [signature page to Promissory Note]

      IN  WITNESS  WHEREOF,  maker has  executed  this Note as of the date first
above written.

      MAKER:

      FOX RUN AP XI, L.P., a South Carolina limited partnership

      By:  AP XI Fox Run GP, L.L.C., a South Carolina limited liability
           company
            Its general partner

            By:  Angeles Partners XI, a California limited partnership,
                  Its sole member

                  By:  Angeles Realty Corporation II, a California corporation
                          Its managing general partner

                        By:
                             Name: Patti K. Fielding
                              Title: Senior Vice President



STATE OF COLORADO       )
                        )
COUNTY OF               )

      The  foregoing  instrument  was  acknowledged  before  me this ____ day of
_________, 2001 by Patti K. Fielding, in her capacity as a Senior Vice President
of Angeles Realty  Corporation II, a California  corporation,  on behalf of said
corporation  and in its  capacity  as the  managing  general  partner of Angeles
Partners  XI, a  California  limited  partnership,  on  behalf  of said  limited
partnership  and in its  capacity as the member of AP XI Fox Run GP,  L.L.C.,  a
South Carolina limited  liability  company,  on behalf of said limited liability
company and its capacity as the general  partner of Fox Run AP XI, L.P., a South
Carolina limited partnership, on behalf of said limited partnership.

(SEAL)

                                       By:
                                      Name:
                                     Title:
My commission expires: