SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                   For the fiscal year ended December 31, 2002

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

                    For the transition period from _________to _________

                         Commission file number 0-11766

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

         California                                             95-3788040
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                    Issuer's telephone number (864) 239-1000

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

                                      None

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

                            Limited Partnership Units
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___

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

State issuer's revenues for its most recent fiscal year.  $8,650,000

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, 2002. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  Actual  results may
differ  materially  from those described in the  forward-looking  statements and
will  be  affected  by  a  variety  of  risks  and  factors  including,  without
limitation:  national and local economic  conditions;  the terms of governmental
regulations that affect the Registrant and interpretations of those regulations;
the competitive  environment in which the Registrant operates;  financing risks,
including the risk that cash flows from  operations may be  insufficient to meet
required  payments of  principal  and  interest;  real estate  risks,  including
variations  of real  estate  values and the  general  economic  climate in local
markets and competition for tenants in such markets; and possible  environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.  Description of Business

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

The  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.

Risk Factors

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

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

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

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

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

Insurance  coverage is becoming  more  expensive  and  difficult to obtain.  The
current  insurance market is  characterized by rising premium rates,  increasing
deductibles,  and more restrictive  coverage language.  Recent developments have
resulted in  significant  increases in insurance  premiums and have made it more
difficult to obtain  certain types of insurance.  As an example,  many insurance
carriers are excluding  mold-related  risks from their policy coverages,  or are
adding  significant  restrictions to such coverage.  Continued  deterioration in
insurance   market  place   conditions  may  have  a  negative   effect  on  the
Partnership's operating results.

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:

<TABLE>
<CAPTION>

                               Date of
Property                      Purchase         Type of Ownership             Use

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

(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    $36,059      $25,635      5-30 yrs     S/L        $ 11,700
</TABLE>

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

Schedule of Property Indebtedness

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

<TABLE>
<CAPTION>

                        Principal                                          Principal
                        Balance At                                          Balance
                       December 31,   Interest    Period     Maturity       Due At
      Property             2002         Rate    Amortized    Date (1)      Maturity
                      (in thousands)                                    (in thousands)
Fox Run Apartments
<S>                      <C>           <C>      <C>   <C>     <C>          <C>
  1st mortgage           $34,069       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 2002 and 2001 for the property:

                                    Average Annual              Average Annual
                                     Rental Rates                 Occupancy
                                      (per unit)
 Property                        2002           2001          2002         2001

 Fox Run Apartments             $11,059       $11,745         95%           94%

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 2002 were:

                                    2002             2002
                                  Billing            Rate
                               (in thousands)
Fox Run Apartments                 $1,061            2.76%

Capital Improvements

During the year ended December 31, 2002,  the  Partnership  spent  approximately
$1,310,000 on capital improvements at Fox Run Apartments primarily consisting of
clubhouse  renovations,  water submetering,  floor covering,  roof replacements,
structural improvements,  swimming pool improvements, water heaters, and parking
lot  resurfacing.  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 and currently expects to
budget  approximately  $217,000.  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 unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
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  Managing  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  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its  entirety  through  November  7, 2002 so that the parties
could have an opportunity to discuss settlement.  On October 30, 2002, the court
entered an order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

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

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.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the  complaint.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

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

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, 2002, 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

In February 1983, the Partnership, a publicly-held limited partnership,  offered
and sold  40,000  Limited  Partnership  Units  (the  "Units")  for an  aggregate
purchase  price of  $40,000,000.  The  Partnership  currently  has 39,627  Units
outstanding held by 1,534 Limited Partners of record. Affiliates of the Managing
General  Partner  owned  24,944  Units or  62.95%  of the  outstanding  Units at
December 31, 2002. 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, 2002 and 2001.

                                                Distributions
                                                          Per Limited
                                       Aggregate       Partnership Unit
                                 (in thousands)

        01/01/01 - 12/31/01            $3,847 (1)           $ 96.10

        01/01/02 - 12/31/02            $  279 (2)             $6.96

(1)  Distributions  consist  of  approximately   $287,000  from  operations  and
     approximately $3,560,000 from refinancing proceeds.
(2)  Distributions consist of approximately  $279,000 from remaining refinancing
     proceeds from December 2001 refinancing.

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
2003 or  subsequent  periods.  See "Item 2.  Description  of  Property - Capital
Improvements" for information  relating to anticipated  capital  expenditures at
the property.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 24,944 limited  partnership  units
(the "Units") in the Partnership representing 62.95% of the outstanding Units at
December  31,  2002.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  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
62.95% of the  outstanding  Units,  AIMCO is in a position to control all voting
decisions with respect to the Registrant.  Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO, as its sole stockholder.

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

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

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  2002  was
approximately  $318,000 compared to a net loss of approximately  $76,000 for the
corresponding  period in 2001.  The  increase  in net  income for the year ended
December  31,  2002  compared  to the  corresponding  period in 2001 is due to a
decrease in total  expenses  partially  offset by a decrease in total  revenues.
Total expenses  decreased for the year ended December 31, 2002, due to decreases
in operating,  property tax, and interest expenses partially offset by increases
in depreciation  and general and  administrative  expenses.  Operating  expenses
decreased  due to  decreased  property  expenses  partially  offset by increased
insurance  expense.  The decrease in property  expense is due to reduced utility
costs and payroll and related  benefit  costs at Fox Run  Apartments.  Insurance
expense  increased due to an increase in hazard  insurance  premiums,  partially
offset by a decrease in fidelity  bond  insurance.  The decrease in property tax
expense is due to  reassessment  of the property  value in 2001  retroactive  to
2000.  The  decrease  in  interest  expense  is due to  the  refinancing  of the
mortgages  encumbering  Fox Run  Apartments in December 2001 at a lower interest
rate and due to a decrease in the  amortization of loan costs as a result of the
new loan having lower loan costs amortized over a longer period. (see "Liquidity
and Capital Resources" for more details.)  Depreciation expense increased due to
property  improvements and replacements during the past twelve months, which are
now being depreciated.

General and  administrative  expenses  increased for the year ended December 31,
2002  primarily  due to a new  partnership  level  tax  based on the  number  of
partners in the  partnership  implemented by the state of New Jersey for 2002 of
approximately $230,000. Also included in general and administrative expenses are
the cost of  services  included in  management  reimbursements  to the  Managing
General Partner allowed under the Partnership  Agreement,  costs associated with
the quarterly and annual  communications  with investors and regulatory agencies
and the annual audit required by the Partnership Agreement.

The decrease in total  revenues for the year ended December 31, 2002 is due to a
decrease in rental  income  partially  offset by an  increase  in other  income.
Rental  income  decreased  due to a decrease  in average  rental  rates,  and an
increase in bad debt expense that was partially  offset by a slight  increase in
occupancy and reduced  concession costs. Other income increased due to increases
in laundry income,  recreational  facility fees,  tenant charges,  and corporate
housing revenue, partially offset by decreases in individual washer/dryer income
and clubhouse  rentals and interest income due to lower average cash balances in
interest bearing accounts.

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

During the year ended  December  31,  2001,  a  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
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,  2002,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $677,000 compared to approximately $460,000 at December 31, 2001,
an increase of  approximately  $217,000.  The  increase is due to  approximately
$2,817,000  of cash  provided  by  operating  activities,  partially  offset  by
approximately  $1,390,000 and $1,210,000 of cash used in investing and financing
activities respectively. Cash used in investing activities consisted of property
improvements  and  replacements  expenditures  slightly offset by the receipt of
insurance proceeds. Cash used in financing activities consisted of distributions
to partners and  principal  payments  made on the mortgage  encumbering  Fox Run
Apartments.   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  Managing  General  Partner
monitors  developments  in the area of legal and  regulatory  compliance  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including  increased  legal  and audit  fees.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming  year  and  expects  to  budget  approximately   $217,000.   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 an interest rate of 6.76%.  The interest
rates on the  previous  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  assets are
thought  to  be  sufficient  for  any  near-term  needs  (exclusive  of  capital
improvements) of the Registrant.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2002 and 2001 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                      For the Year         Per         For the year         Per
                         Ended           Limited          Ended           Limited
                      December 31,     Partnership     December 31,     Partnership
                          2002            Unit             2001             Unit

<S>                     <C>              <C>             <C>               <C>
Operations              $   --           $   --          $  287            $  7.17
Refinancing (1)            279             6.96           3,560              88.93
                        $  279           $ 6.96        $ 3,847           $  96.10
</TABLE>

(1)   Refinancing  proceeds are from the December 2001 refinancing  noted above.
      Approximately $688,000 remains to be distributed at December 31, 2002.

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
2003 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 24,944 limited  partnership  units
(the "Units") in the Partnership representing 62.95% of the outstanding Units at
December  31,  2002.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  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
62.95% of the  outstanding  Units,  AIMCO is in a position to control all voting
decisions with respect to the Registrant.  Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Significant Accounting Policies" which is included in
the consolidated  financial  statements in "Item 6. Financial  Statements".  The
Managing  General  Partner  believes that the  consistent  application  of these
policies  enables  the  Partnership  to  provide  readers  of  the  consolidated
financial   statements   with  useful  and   reliable   information   about  the
Partnership's  operating  results and financial  condition.  The  preparation of
consolidated  financial  statements in  conformity  with  accounting  principles
generally  accepted  in the  United  States  requires  the  Partnership  to make
estimates and assumptions.  These estimates and assumptions  affect the reported
amounts  of assets and  liabilities  at the date of the  consolidated  financial
statements  as well as reported  amounts of  revenues  and  expenses  during the
reporting  period.  Actual results could differ from these estimates.  Judgments
and  assessments  of  uncertainties  are required in applying the  Partnership's
accounting  policies in many areas. The following may involve a higher degree of
judgment and complexity.

Impairment of Long-Lived Assets

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

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's   investment  property.  These  factors  include  changes  in  the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause impairment of the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

Item 7.  Financial Statements


ANGELES PARTNERS XI

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2002

      Consolidated Statements of Operations - Years ended December 31, 2002 and
        2001

      Consolidated  Statements  of Changes in  Partners'  Deficit - Years  ended
      December 31, 2002 and 2001

      Consolidated Statements of Cash Flows - Years ended December 31, 2002 and
        2001

      Notes to Consolidated Financial Statements

                     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,  2002,  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, 2002. 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, 2002, and the consolidated  results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2002,  in
conformity with accounting principles generally accepted in the United States.



                                                           /s/ ERNST & YOUNG LLP


Greenville, South Carolina
February 14, 2003

                               ANGELES PARTNERS XI

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2002
<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 677
   Receivables and deposits                                                      309
   Restricted escrow                                                             625
   Other assets                                                                  447
   Investment property (Notes B and E):
      Land                                                    $ 3,998
      Buildings and related personal property                   32,061
                                                                36,059
      Less accumulated depreciation                            (25,635)       10,424
                                                                            $ 12,482

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 268
   Tenant security deposits                                                      385
   Other liabilities                                                             343
   Mortgage note payable (Notes B and E)                                      34,069

Partners' Deficit
   General partners                                            $ (543)
   Limited partners (39,627 units issued and
      outstanding)                                             (22,040)      (22,583)
                                                                            $ 12,482


               See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                               ANGELES PARTNERS XI

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




                                                                Years Ended
                                                                December 31,
                                                              2002      2001
Revenues:
   Rental income                                           $ 8,064    $ 8,518
   Other income                                                569        479
   Casualty gain (Note F)                                       17         19
      Total revenues                                         8,650      9,016
Expenses:
   Operating                                                 2,335      2,435
   General and administrative                                  469        250
   Depreciation                                              2,114      1,835
   Interest                                                  2,353      3,303
   Property taxes                                            1,061      1,269
      Total expenses                                         8,332      9,092

Net income (loss) (Note C)                                 $   318    $   (76)

Net income (loss) allocated to general partners (1%)       $     3    $    (1)

Net income (loss) allocated to limited partners (99%)          315        (75)

                                                           $   318    $   (76)
Net income (loss) per limited partnership unit             $  7.95    $ (1.89)

Distributions per limited partnership unit                 $  6.96    $ 96.10

               See Accompanying Notes to Consolidated Financial Statements


                               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, 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)

Net income for the year
   ended December 31, 2002                   --            3         315          318

Distributions to partners                    --           (3)       (276)        (279)

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

               See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                               ANGELES PARTNERS XI

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                              Year Ended December 31,
                                                                  2002        2001
Cash flows from operating activities:
<S>                                                            <C>          <C>
  Net income (loss)                                            $   318      $   (76)
  Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
   Depreciation                                                  2,114        1,835
   Amortization of loan costs                                       16          103
   Casualty gain                                                   (17)         (19)
   Change in accounts:
      Receivables and deposits                                     523         (190)
      Other assets                                                 (83)           6
      Accounts payable                                              60          (70)
      Tenant security deposit liabilities                          (92)        (152)
      Other liabilities                                            (22)         215

      Net cash provided by operating activities                  2,817        1,652

Cash flows from investing activities:
  Property improvements and replacements                        (1,408)      (2,305)
  Net deposits to restricted escrow                                 --         (625)
  Insurance proceeds                                                18           26

       Net cash used in investing activities                    (1,390)      (2,904)

Cash flows from financing activities:
  Proceeds from refinancing                                          --      35,000
  Payments on mortgage notes payable                               (931)       (411)
  Repayment of mortgage notes payable                                --     (29,125)
  Distributions to partners                                        (279)     (3,847)
  Loan costs                                                         --        (337)
  Advances from affiliate                                            --       1,079
  Repayment of advances from affiliate                               --      (1,079)

       Net cash (used in) provided by financing activities       (1,210)      1,280

Increase in cash and cash equivalents                               217          28

Cash and cash equivalents at beginning of year                      460         432

Cash and cash equivalents at end year                          $    677     $   460

Supplemental disclosure of cash flow information:
  Cash paid for interest                                       $  2,532     $ 3,066
Supplemental disclosure of non-cash flow information:
  Property improvements and replacements included in
    accounts payable                                           $    161     $   259


               See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                               ANGELES PARTNERS XI

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2002


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, the Elliott Family  Partnership sold its general partner interest to AIMCO
Properties, LP, a wholly owned subsidiary of AIMCO. The Managing General Partner
and the Non-Managing General Partners are herein collectively referred to as the
"General Partners".  The Partnership  Agreement provides that the Partnership is
to terminate on December 31, 2035,  unless  terminated prior to such date. As of
December 31, 2002, 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.  This criteria has not been met, as a result the
balance in the account at December 31, 2002 was approximately $625,000.

Fair Value of Financial Instruments: Statement of Financial Accounting Standards
("SFAS") No. 107,  "Disclosures about Fair Value of Financial  Instruments",  as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair  Value  of  Financial  Instruments",  requires  disclosure  of  fair  value
information  about  financial  instruments,  whether  or not  recognized  in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a  current  transaction  between  willing  parties,  other  than in a forced  or
liquidation  sale.  The  Partnership  believes that the carrying  amounts of its
financial  instruments (except for long term debt) approximate their fair values
due to the short  term  maturity  of these  instruments.  The 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  $667,000 at  December  31, 2002 that are
maintained by an affiliated  management company on behalf of affiliated entities
in cash concentration accounts.

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

Loan Costs: Loan costs of approximately  $337,000 less accumulated  amortization
of  approximately  $17,000 at December 31, 2002, are included in other assets on
the balance sheet and are being  amortized using the  straight-line  method over
the life of the  loan.  Amortization  of loan  costs  is  included  in  interest
expense.  Amortization expense is expected to be approximately  $17,000 for each
of the years 2003 through 2007.

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.  Expenditures  in excess of $250 that
maintain  an  existing  asset  which has a useful life of more than one year are
capitalized  as  capital  replacement  expenditures  and  depreciated  over  the
estimated  useful  life  of  the  asset.   Expenditures  for  ordinary  repairs,
maintenance and apartment turnover costs are expensed as incurred. In accordance
with Financial Accounting Standards Board Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", the Partnership records impairment
losses on  long-lived  assets used in operations  when events and  circumstances
indicate  that the assets  might be  impaired  and the  undiscounted  cash flows
estimated to be generated by those assets are less than the carrying  amounts of
those assets.  No  adjustments  for  impairment of value were  necessary for the
years ended December 31, 2002 or 2001.

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 and fully
reserves all balances  outstanding  over thirty days. 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.

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  $35,000  and  $43,000  for the years ended
December 31, 2002 and 2001, respectively were charged to operating expense.

Recent  Accounting  Pronouncements:  Effective  January 1, 2002, the Partnership
adopted  Statement  of  Financial   Accounting   Standards   ("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". Its adoption did not have any effect on the financial
position or results of operations of the Partnership.

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
"Rescission of FASB  Statements  No. 4, 44 and 64". SFAS No. 4 "Reporting  Gains
and Losses from Extinguishment of Debt," required that all gains and losses from
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, and accordingly, gains and
losses from extinguishment of debt should only be classified as extraordinary if
they are unusual in nature and occur infrequently. SFAS No. 145 is effective for
fiscal years  beginning  after May 15, 2002 with an early adoption  option.  The
Partnership  adopted SFAS No. 145 effective  April 1, 2002. Its adoption did not
have any  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                    2002        Interest       Rate        Date        Maturity
                              (in thousands)                                (in thousands)
Fox Run Apartments
<S>                      <C>               <C>         <C>        <C>          <C>
  1st mortgage           $34,069           $266        6.76%      12/2021      $     --
</TABLE>

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.

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 an interest rate of 6.76%.  The interest
rates on the  previous  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.

Scheduled principal payments of mortgage note payable subsequent to December 31,
2002, are as follows (in thousands):

                                2003           $   842
                                2004               980
                                2005             1,048
                                2006             1,121
                                2007             1,199
                             Thereafter         28,879
                                Total          $34,069
Note C - Income Taxes

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

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

                                              2002                  2001

Net income (loss) as reported              $   318               $   (76)
Add (deduct):
Depreciation differences                       820                   792
Unearned income                                (26)                   94
Other                                           83                  (146)
Federal taxable income                     $ 1,195               $   664
Federal taxable income
  per limited partnership unit             $ 29.86               $ 16.58

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

Net liabilities as reported            $(22,583)
Land and buildings                        2,862
Accumulated depreciation                 (1,586)
Syndication and distribution costs        5,261
Other                                       235

Net liabilities - Federal tax basis    $(15,811)

Note D - Transactions with Affiliated Parties

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

In exchange for property management services, affiliates of the Managing General
Partner  are  entitled  to receive 5% of gross  receipts  from the  Registrant's
property.  The Registrant  paid to such  affiliates  approximately  $432,000 and
$448,000 for the years ended December 31, 2002 and 2001, respectively,  which is
included in operating expenses.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $299,000 and $450,000 for the
years ended  December  31, 2002 and 2001,  respectively,  which are  included in
general and administrative  expenses and investment property.  Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the Managing General Partner of approximately $145,000 and $274,000
for the years ended December 31, 2002 and 2001,  respectively.  The construction
management  service  fees  are  calculated  based  on a  percentage  of  current
additions to investment property.

The  Partnership  Agreement  provides  for a fee equal to 7.5% of "net cash flow
from  operations",  as defined in the Partnership  Agreement,  to be paid to the
Managing General Partner for executive and administrative  management  services.
One half of this fee is to be accrued and not paid  unless the limited  partners
have  received  distributions  equal to a 5%  cumulative  annual return on their
adjusted capital investment as defined in the Partnership Agreement. This return
criteria has not been met. The Managing  General  Partner  earned  approximately
$36,000 and $9,000 for the years ended December 31, 2002 and 2001,  respectively
which is included in general and administrative  expenses. At December 31, 2002,
the Partnership has accrued approximately $43,000 of Partnership management fees
which is included in other liabilities on the accompanying  consolidated balance
sheet. Of this amount $25,000 will remain accrued until criteria for payment has
been met. At December 31, 2001 the Partnership had accrued approximately $16,000
in Partnership management fees.

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, 2002.

Beginning in 2001,  the  Partnership  began  insuring its property up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability.  The Partnership  insures its property above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Managing General Partner.  During the years ended December
31, 2002 and 2001, the Partnership  paid AIMCO and its affiliates  approximately
$124,000 and $86,000,  respectively,  for insurance coverage and fees associated
with policy claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 24,944 limited  partnership  units
(the "Units") in the Partnership representing 62.95% of the outstanding Units at
December  31,  2002.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  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
62.95% of the  outstanding  Units,  AIMCO is in a position to control all voting
decisions with respect to the Registrant.  Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO, as its sole stockholder.

Note E - Investment Property and Accumulated Depreciation

                                               Initial Cost
                                              To Partnership
                                              (in thousands)

                                                      Buildings         Cost
                                                     and Related    Capitalized
                                                      Personal     Subsequent to
      Description         Encumbrances      Land      Property      Acquisition
                         (in thousands)                           (in thousands)
Fox Run Apartments          $34,069      $ 3,998       $20,990       $ 11,071


                       Gross Amount At Which Carried
                           At December 31, 2002
                              (in thousands)

<TABLE>
<CAPTION>

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

<S>                   <C>       <C>        <C>          <C>          <C>  <C>      <C>
Fox Run Apartments    $3,998    $32,061    $36,059      $25,635      5/27/83       5-30
</TABLE>

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

Reconciliation of "investment property and accumulated depreciation":

                                                 Years Ended December 31,
                                                   2002           2001
                                                      (in thousands)
Investment Property

Balance at beginning of year                     $34,767         $32,530
    Property improvements and replacements         1,310           2,258
    Disposition of assets                            (18)            (21)

Balance at end of year                           $36,059         $34,767

Accumulated Depreciation

Balance at beginning of year                     $23,538         $21,717
    Additions charged to expense                   2,114           1,835
    Disposition of assets                            (17)            (14)

Balance at end of year                           $25,635         $23,538

The aggregate cost of the investment property for Federal income tax purposes at
December  31,  2002  and  2001 is  approximately  $38,921,000  and  $37,657,000,
respectively.  The accumulated  depreciation  for Federal income tax purposes at
December  31,  2002 and 2001,  is  approximately  $27,221,000  and  $25,927,000,
respectively.

Note F - Casualties

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

During the year ended  December  31,  2001,  a  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
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 - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
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  Managing  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  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its  entirety  through  November  7, 2002 so that the parties
could have an opportunity to discuss settlement.  On October 30, 2002, the court
entered an order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

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

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.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the  complaint.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

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

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 each merged into  Apartment
Investment and Management Company ("AIMCO").  Thus, the Managing General Partner
is now a wholly-owned subsidiary of AIMCO.

The  names  and ages of,  as well as the  positions  and  offices  held by,  the
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              45    Executive Vice President and Director
Thomas C. Novosel            44    Senior Vice President and Chief Accounting
                                     Officer
Paul J. McAuliffe            46    Executive Vice President and Chief
                                     Financial Officer

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,  where he is  responsible  for  continuous
improvement,  acquisitions of partnership securities,  consolidation of minority
interests,  and corporate and other  acquisitions.  Prior to joining AIMCO,  Mr.
Foye was a Merger and  Acquisitions  Partner in the law firm of  Skadden,  Arps,
Slate, Meagher & Flom LLP from 1989 to 1998.

Thomas C. Novosel has been Senior Vice President and Chief Accounting Officer of
the Managing  General  Partner  since April 1, 2002.  Mr.  Novosel has served as
Senior Vice  President and Chief  Accounting  Officer of AIMCO since April 2000.
From October 1993 until he joined  AIMCO,  Mr.  Novosel was a partner at Ernst &
Young LLP, where he served as the director of real estate advisory  services for
the  southern  Ohio  Valley  area  offices  but did not work on any  assignments
related to AIMCO or the Partnership.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the Managing General Partner since April 1, 2002. Mr. McAuliffe has served as
Executive  Vice  President  of AIMCO  since  February  1999 and Chief  Financial
Officer of AIMCO since  October 1999.  From May 1996 until he joined AIMCO,  Mr.
McAuliffe was Senior Managing Director of Secured Capital Corp.

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 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 have approved
the  inclusion of the audited  financial  statements  in the Form 10-KSB for the
year  ended  December  31,  2002 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 2003. Fees for
2002 were  audit  services  of  approximately  $30,000  and  non-audit  services
(principally tax related) of approximately $13,000.

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, 2002.

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                         16,082            40.59%
(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 4582 S. Ulster St. Parkway,  Suite 1100,  Denver,  Colorado
80237.

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

Item 12. Certain Relationships and Related Transactions

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

In exchange for property management services, affiliates of the Managing General
Partner  are  entitled  to receive 5% of gross  receipts  from the  Registrant's
property.  The Registrant  paid to such  affiliates  approximately  $432,000 and
$448,000 for the years ended December 31, 2002 and 2001, respectively,  which is
included in operating expenses.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $299,000 and $450,000 for the
years ended  December  31, 2002 and 2001,  respectively,  which are  included in
general and administrative  expenses and investment property.  Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the Managing General Partner of approximately $145,000 and $274,000
for the years ended December 31, 2002 and 2001,  respectively.  The construction
management  service  fees  are  calculated  based  on a  percentage  of  current
additions to investment property.

The  Partnership  Agreement  provides  for a fee equal to 7.5% of "net cash flow
from  operations",  as defined in the Partnership  Agreement,  to be paid to the
Managing General Partner for executive and administrative  management  services.
One half of this fee is to be accrued and not paid  unless the limited  partners
have  received  distributions  equal to a 5%  cumulative  annual return on their
adjusted capital investment as defined in the Partnership Agreement. This return
criteria has not been met. The Managing  General  Partner  earned  approximately
$36,000 and $9,000 for the years ended December 31, 2002 and 2001,  respectively
which is included in general and administrative  expenses. At December 31, 2002,
the Partnership has accrued approximately $43,000 of Partnership management fees
which is included in other liabilities on the accompanying  consolidated balance
sheet. Of this amount $25,000 will remain accrued until criteria for payment has
been met. At December 31, 2001 the Partnership had accrued approximately $16,000
in Partnership management fees.

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, 2002.

Beginning in 2001,  the  Partnership  began  insuring its property up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability.  The Partnership  insures its property above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Managing General Partner.  During the years ended December
31, 2002 and 2001, the Partnership  paid AIMCO and its affiliates  approximately
$124,000 and $86,000,  respectively,  for insurance coverage and fees associated
with policy claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 24,944 limited  partnership  units
(the "Units") in the Partnership representing 62.95% of the outstanding Units at
December  31,  2002.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  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
62.95% of the  outstanding  Units,  AIMCO is in a position to control all voting
decisions with respect to the Registrant.  Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO, as its sole stockholder.

                                     PART IV


Item 13. Exhibits and Reports on Form 8-K

(a) Exhibits:

               See Exhibit Index attached.

(b) Reports on Form 8-K filed in the fourth quarter of the calendar year 2002:

               None.

ITEM 14.    Controls and Procedures

The principal  executive officer and principal financial officer of the Managing
General Partner, who are the equivalent of the Partnership's principal executive
officer and principal financial officer,  respectively,  have, within 90 days of
the filing  date of this  annual  report,  evaluated  the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.


                                   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/Thomas C. Novosel
                                         Senior Vice President and
                                         Chief Accounting Officer

                                   Date: March 28, 2003

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               Executive Vice President   Date: March 28, 2003
Patrick J. Foye                  and Director


/s/Thomas C. Novosel             Senior Vice President      Date: March 28, 2003
Thomas C. Novosel                and Chief Accounting Officer

                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 28, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive  Vice  President of Angeles Realty
                                    Corporation  II,  equivalent  of  the  chief
                                    executive officer of the Partnership

                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 28, 2003

                                    /s/Paul J. McAuliffe
                                    Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer of Angeles  Realty  Corporation  II,
                                    equivalent of the chief financial officer of
                                    the Partnership

                               ANGELES PARTNERS XI

                                  EXHIBIT INDEX


Exhibit Number    Description of Exhibit

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

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

99   Certification of Chief Executive Officer and Chief Financial Officer.


Exhibit 99


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



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

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

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


                                    /s/Patrick J. Foye
                              Name: Patrick J. Foye
                              Date: March 28, 2003


                                    /s/Paul J. McAuliffe
                              Name: Paul J. McAuliffe
                              Date: March 28, 2003

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