March 8, 2000

United States

Securities and Exchange Commission
Washington, D.C.  20549


RE:   Angeles Partners XI
      Form 10-KSB
      File No. 0-1176

To Whom it May Concern:

The  accompanying  Form 10-KSB for the year ended  December 31, 1999 describes a
change in the method of  accounting to  capitalize  exterior  painting and major
landscaping,   which  would  have  been  expensed  under  the  old  policy.  The
Partnership believes that this accounting principle change is preferable because
it  provides a better  matching  of  expenses  with the  related  benefit of the
expenditures and it is consistent with industry practice and the policies of the
Managing General Partner.

Please do not hesitate to contact the undersigned with any questions or comments
that you might have.

Very truly yours,




Stephen Waters
Real Estate Controller


<PAGE>


-------------------------------------------------------------------------------
               FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER

                               SECTION 13 OR 15(d)

                                   Form 10-KSB

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

      [No Fee Required]

                 For the fiscal year ended December 31, 1999

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

             For the transition period from _________to _________

                         Commission file number 0-11766

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

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

                          55 Beattie Place, PO Box 1089

                       Greenville, South Carolina 29602
                   (Address of principal executive offices)

                   Issuer's telephone number (864) 239-1000

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

                                      None

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

                            Limited Partnership Units

                                (Title of class)

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

Yes X  No___

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

State issuer's revenues for its most recent fiscal year.  $8,157,000

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, 1999. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

--------------------------------------------------------------------------------

<PAGE>

                                     PART I

Item 1.  Description of Business

Angeles  Partners XI (the  "Partnership"  or  "Registrant")  is a publicly  held
limited  partnership  organized under the California Uniform Limited Partnership
Act on February 14, 1983. The Partnership's  managing general partner is Angeles
Realty Corporation II ("ARC II" or the "Managing General Partner"), a California
corporation  and  wholly-owned  subsidiary  of MAE GP  Corporation  ("MAE  GP").
Effective  February  25,  1998,  MAE GP merged into  Insignia  Properties  Trust
("IPT"),  which was an affiliate of Insignia Financial Group, Inc. ("Insignia").
Effective  February  26,  1999,  IPT was merged into  Apartment  Investment  and
Management  Company  ("AIMCO").  Thus  the  Managing  General  Partner  is now a
wholly-owned  subsidiary of AIMCO. The Elliott Family Partnership,  Ltd. and ARC
II/AREMCO  Partners,  Ltd. are the non-managing  general partners.  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.  The  Registrant's  ownership in this joint venture was 41.1%.  On
February  26,  1999,  the  joint  venture  sold  its only  investment  property,
Princeton  Meadows Golf  Course,  to an  unaffiliated  third party (see "Item 7.
Financial  Statements,  Note C - Investment in Joint  Venture").  The Registrant
continues to own and operate one apartment complex.  See "Item 2. Description of
Property".

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

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

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

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

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

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.  However,  the  joint  venture,  in which  the  Partnership  had an equity
interest,  was responsible for an environmental  clean-up.  Upon the sale of the
Princeton  Meadows Golf Course,  the joint venture  received  documents from the
purchaser  releasing  the  joint  venture  from any  further  responsibility  or
liability with respect to the clean-up (see "Item 7. Financial Statements,  Note
C - Investment in Joint Venture").

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.

Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia and IPT merged into AIMCO,  a publicly  traded real
estate  investment  trust,  with  AIMCO  being the  surviving  corporation  (the
"Insignia Merger").  As a result,  AIMCO acquired 100% ownership interest in the
Managing  General  Partner.  The Managing  General Partner does not believe that
this  transaction  has had or will have a  material  effect on the  affairs  and
operations of the Partnership.

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>                            <C>

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

</TABLE>

(1)   Property is held by a Limited  Partnership in which the Registrant  owns a
      99% limited partnership interest.  The general partner of this entity is a
      limited liability company of which the Registrant is the sole member.

The Partnership also has a 41.1% investment in the Princeton Meadows Golf Course
Joint Venture  ("Joint  Venture").  On February 26, 1999, the Joint Venture sold
its only investment property,  Princeton Meadows Golf Course, to an unaffiliated
third party (see "Item 7.  Financial  Statements,  Note C - Investment  in Joint
Venture").

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>        <C>

Fox Run Apartments    $30,614      $20,142      5-20 yrs     S/L        $ 9,217
                       ======       ======                               ======
</TABLE>

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

Schedule of Property Indebtedness

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

<TABLE>
<CAPTION>

                        Principal                                          Principal
                        Balance At                                          Balance
                       December 31,   Interest    Period     Maturity       Due At
      Property             1999         Rate    Amortized    Date (2)      Maturity
      --------             ----         ----    ---------    --------      --------
                      (in thousands)                                    (in thousands)
Fox Run Apartments
<S>                     <C>          <C>        <C>          <C>          <C>
  1st mortgage           $27,652       8.32%    27 yrs(1)     1/2002       $26,916
  2nd mortgage             2,336      15.29%    15 yrs(1)     1/2002         2,192
                          ------                                            ------
  Total                  $29,988                                           $29,108
                          ======                                            ======
</TABLE>

(1)   Interest only  payments,  until  February  1999, at which time the monthly
      payment was increased to include principal and interest.

(2)   See "Item 7. Financial  Statements - Note D" for information  with respect
      to the  Registrant's  ability to prepay  these loans,  and other  specific
      details about the loans.

Rental Rates and Occupancy:

Average annual rental rates and occupancy for 1999 and 1998 for the property:

                                    Average Annual              Average Annual
                                     Rental Rates                 Occupancy
                                     ------------                 ---------
                                      (per unit)
 Property                        1999           1998          1999         1998
 --------                        ----           ----          ----         ----

 Fox Run Apartments             $10,019        $9,537         97%           97%

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

Real Estate Taxes and Rates:

Real estate taxes and rates in 1999 were:

                                    1999             1999
                                  Billing            Rate
                                  -------            ----
                               (in thousands)

Fox Run Apartments                  $793             2.7%

Capital Improvements:

Fox Run Apartments

The Partnership completed  approximately $871,000 in capital expenditures at Fox
Run  Apartments  as of  December  31,  1999,  consisting  primarily  of interior
enhancements, parking lot improvements, swimming pool enhancements, landscaping,
water heater and electrical  upgrades and property  replacements due to the 1997
fire at the  property.  These  improvements  were  funded  from cash  flow.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per unit or $232,800. 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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the 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  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Item 7. Financial  Statements,  Note B - Transfer of Control").  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 have 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 final court  approval,  on behalf of the Partnership and all
limited partners who own units as of November 3, 1999.  Preliminary  approval of
the  settlement  was obtained on November 3, 1999 from the Superior Court of the
State of  California,  County of San Mateo,  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
class  plaintiffs'  counsel to enter the  settlement.  On December 14, 1999, the
Managing General Partner and its affiliates  terminated the proposed settlement.
Certain  plaintiffs  have filed a motion to disqualify  some of the  plaintiffs'
counsel in the action.  The Managing  General  Partner does not anticipate  that
costs  associated with this case 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, 1999, no matter was submitted to a vote of
units holders through the solicitation of proxies or otherwise.


<PAGE>


                                     PART II

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

The Partnership,  a publicly-held  limited partnership,  offered and sold 40,000
Limited Partnership Units aggregating $40,000,000. The Partnership currently has
39,627 Limited  Partnership  Units outstanding held by 1,925 Limited Partners of
record.  In 1998, the number of Limited  Partnership Units decreased by 10 units
due to Limited Partners abandoning their units. In abandoning his or her Limited
Partnership  Unit(s),  a Limited  Partner  relinquishes  all  rights,  title and
interest in the  Partnership  as of the date of  abandonment.  Affiliates of the
Managing General Partner owned 20,667 units or 52.15% of outstanding partnership
units at December 31,  1999.  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, 1998 and 1999:

                                                Distributions

                                                          Per Limited
                                       Aggregate       Partnership Unit

        01/01/98 - 12/31/98         $       --              $    --

        01/01/99 - 12/31/99         $  450,000 (1)          $ 11.23

(1)   Distribution was made from cash from operations.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves  and the  timing  of the  debt
maturities,   refinancings  and/or  sale  of  the  property.  The  Partnership's
distribution  policy  is  reviewed  on a  semi-annual  basis.  There  can  be no
assurance,  however,  that the Partnership  will generate  sufficient funds from
operations,   after  required  capital  improvement   expenditures,   to  permit
additional  distributions  to its partners in 2000 or  subsequent  periods.  See
"Item 2.  Description  of  Properties - Capital  Improvements"  for  information
relating to anticipated capital expenditures at the property.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these tender offers,  AIMCO and its affiliates  currently own 20,667
units of limited partnership units in the Partnership representing 52.15% of the
outstanding  units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire  additional limited  partnership  interests in
the Partnership  for cash or in exchange for units in the operating  partnership
of AIMCO. Consequently, AIMCO is in a position to influence all voting decisions
with respect to the  Registrant.  Under the Partnership  Agreement,  unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters.  When voting on matters,  AIMCO would in all likelihood vote
the units it  acquired in a manner  favorable  to the  interest of the  Managing
General Partner because of their affiliation with the Managing General Partner.


<PAGE>



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

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

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

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  1999  was
approximately $1,704,000 compared to approximately $19,000 for the corresponding
period in 1998.  The increase in net income for the year ended December 31, 1999
compared to the corresponding period in 1998 is primarily due to the recognition
of the gain on disposal of the  Princeton  Meadows  Golf  Course  Joint  Venture
("Joint Venture"). Income before equity in income and extraordinary loss on debt
extinguishment  of the  joint  venture  for the year  ended  December  31,  1999
increased as compared to the corresponding  period in 1998 due to an increase in
total revenues and a decrease in total expenses.  The increase in total revenues
was primarily  the result of an increase in rental income at Fox Run  Apartments
due to an increase in the average rental rate. The increase in rental income for
the year was partially  offset by a decrease in the casualty gain  recognized in
1998  as a  result  of a fire at Fox  Run  Apartments  in  October  1997,  which
completely  destroyed the clubhouse and office. A casualty gain of approximately
$421,000 was  recognized  during the year ended December 31, 1998 resulting from
the partial  receipt of  anticipated  insurance  proceeds.  The insurance  claim
relating  to this fire has been  settled  with  additional  proceeds of $120,000
being received during the year ended December 31, 1999. Total insurance proceeds
received approximated the costs incurred to replace the assets.

Total expenses for the year ended December 31, 1999 decreased,  as compared with
the comparable period in 1998,  primarily due to a decrease in operating expense
and, to a lesser extent,  decreases in interest,  property tax and  depreciation
expense, which was partially offset by an increase in general and administrative
expense.  The  decrease  in  operating  expense  is  primarily  attributable  to
decreases in salaries and related expenses,  utilities,  and insurance  expense.
Insurance  expense  decreased  due to a change in insurance  carriers  which has
resulted in lower  premiums.  Also  contributing  to the  decrease in  operating
expense  is  the  completion  of  various  projects  performed  to  enhance  the
appearance of the property and interior painting completed during the year ended
December 31, 1998.  Interest expense decreased primarily due to the repayment of
the note  payable to  Angeles  Mortgage  Investment  Trust  ("AMIT"),  which was
collateralized  by the  Partnership's  investment in the Joint Venture.  In June
1999,  the  Partnership  paid off the  principal  balance  of the AMIT note plus
accrued  interest  upon  receiving  its share of net  proceeds  from the sale of
Princeton Meadows Golf Course.

The  increase  in general  and  administrative  expense is  primarily  due to an
increase  in legal  costs due to the  settlement  of a legal  dispute  which was
previously  disclosed.  Included in general and  administrative  expense at both
December 31, 1999 and 1998 are management reimbursements to the Managing General
Partner allowed under the Partnership Agreement.  In addition,  costs associated
with the  quarterly and annual  communications  with  investors  and  regulatory
agencies and the annual audit  required by the  Partnership  Agreement  are also
included.

The  Partnership has a 41.1%  investment in Princeton  Meadows Golf Course Joint
Venture. On February 26, 1999, the Joint Venture sold the Princeton Meadows Golf
Course to an unaffiliated third party for gross sale proceeds of $5,100,000. The
Joint  Venture  received net  proceeds of  $3,411,000  after  payment of closing
costs, and repayment of the mortgage  principal and accrued interest.  The Joint
Venture recorded a gain on sale of approximately  $3,090,000 after the write-off
of  undepreciated  fixed  assets.  For the  year  ended  December  31,  1999 the
Partnership  realized  equity in income of the Joint  Venture  of  approximately
$1,196,000,  which  included  its equity in the gain on  disposal  of  Princeton
Meadows  Golf  Course of  $1,270,000  and the  equity in loss on  operations  of
$74,000,  as  compared to equity in loss of the Joint  Venture of  approximately
$5,000 for the year ended December 31, 1998.

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies of the Managing General  Partner.  The effect of the change in 1999 was
to increase  net income by $65,000  ($1.62 per limited  partnership  unit).  The
cumulative  effect,  had this  change  been  applied  to prior  periods,  is not
material.  The accounting principle change will not have an effect on cash flow,
funds available for distribution or fees payable to the Managing General Partner
and affiliates.

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,  1999,  the  Partnership  had  cash and  cash  equivalents  of
approximately $2,118,000 as compared to approximately $1,207,000 at December 31,
1998.  Cash  and  cash  equivalents  increased  approximately  $911,000  and  is
primarily  due  to  approximately  $1,755,000  of  cash  provided  by  operating
activities and, to a lesser extent,  approximately  $886,000 of cash provided by
investing activities,  which is partially offset by approximately  $1,730,000 of
cash  used in  financing  activities.  Cash  provided  by  investing  activities
consisted  primarily of  distributions  from the Joint Venture,  and to a lesser
extent,  the repayment of advances to the Joint  Venture and insurance  proceeds
received  as a result of the  casualty at Fox Run  Apartments,  all of which was
partially  offset  by  property  improvements  and  replacements.  Cash  used in
financing  activities  consisted of payments of principal  made on the mortgages
encumbering  Fox Run  Apartments,  the  repayment  of the AMIT note  payable and
distributions to partners.  The Registrant  invests its working capital reserves
in a money market account.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership and to comply with Federal,  state,
and local  legal and  regulatory  requirements.  The  Partnership  is  currently
evaluating the capital  improvement needs of the property for the upcoming year.
The minimum  amount to be budgeted is expected to be $300 per unit or  $232,800.
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.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness  of  approximately  $29,988,000  encumbering  Fox Run Apartments is
being amortized over periods  ranging from 15 to 27 years with balloon  payments
of  $29,108,000  due January 2002. The Managing  General  Partner may attempt to
refinance  such  indebtedness  and/or sell the property  prior to such  maturity
date. If the property cannot be refinanced or sold for a sufficient  amount, the
Partnership will risk losing such property through foreclosure.

During the year ended December 31, 1999,  distributions of $450,000 were paid to
partners,  of  which  approximately   $445,000  was  paid  to  limited  partners
(approximately  $11.23  per  limited  partnership  unit).  There  were  no  cash
distributions  made  during  the year  ended  December  31,  1998.  Future  cash
distributions  will depend on the levels of net cash generated from  operations,
the  availability  of cash  reserves  and the  timing  of the  debt  maturities,
refinancings and/or sale of the property. The Partnership's  distribution policy
is reviewed on a semi-annual basis. There can be no assurance, however, that the
Partnership  will generate  sufficient  funds from  operations,  after  required
capital  improvement  expenditures,  to permit  additional  distributions to its
partners in 2000 or subsequent periods.

Tender Offers

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these tender offers,  AIMCO and its affiliates currently owns 20,667
units of limited partnership units in the Partnership representing 52.15% of the
outstanding  units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire  additional limited  partnership  interests in
the Partnership  for cash or in exchange for units in the operating  partnership
of AIMCO. Consequently, AIMCO is in a position to influence all voting decisions
with respect to the  Registrant.  Under the Partnership  Agreement,  unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters.  When voting on matters,  AIMCO would in all likelihood vote
the units it  acquired in a manner  favorable  to the  interest of the  Managing
General Partner because of their affiliation with the Managing General Partner.

Year 2000 Compliance

General Description

The Year 2000 issue is the result of computer  programs  being written using two
digits rather than four digits to define the applicable year. The Partnership is
dependent  upon the Managing  General  Partner and its affiliates for management
and  administrative  services  ("Managing  Agent").  Any of the Managing Agent's
computer programs or hardware that had date-sensitive software or embedded chips
might have  recognized  a date using "00" as the year 1900  rather than the year
2000.  This could have resulted in a system failure or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

Computer Hardware, Software and Operating Equipment

In 1999,  the Managing  Agent  completed  all phases of its Year 2000 program by
completing  the  replacement  and repair of any  hardware or software  system or
operating  equipment that was not yet Year 2000 compliant.  The Managing Agent's
hardware  and software  systems and its  operating  equipment  are now Year 2000
compliant.  No  material  failure or  erroneous  results  have  occurred  in the
Managing Agent's computer  applications  related to the failure to reference the
Year 2000 to date.

Third Parties

To  date,  the  Managing  Agent  is not  aware of any  significant  supplier  or
subcontractor  (external agent) or financial institution of the Partnership that
has a Year 2000 issue that  would  have a material  impact on the  Partnership's
results of operations,  liquidity or capital  resources.  However,  the Managing
Agent  has no means of  ensuring  or  determining  the Year 2000  compliance  of
external  agents.  At this time, the Managing Agent does not believe that a Year
2000 issue of any  non-compliant  external agent will have a material  impact on
the Partnership's financial position or results of operations.

Costs

The total cost of the Managing Agent's Year 2000 project was approximately  $3.2
million and was funded from operating cash flows.

Risks Associated with the Year 2000

The Managing  Agent  completed all necessary  phases of its Year 2000 program in
1999,  and did not  experience  system or  equipment  malfunctions  related to a
failure to reference the Year 2000. The Managing  Agent or Partnership  have not
been  materially  adversely  effected by  disruptions  in the economy  generally
resulting from the Year 2000 issue.

At this  time,  the  Managing  Agent  does not  believe  that the  Partnership's
businesses,  results of  operations  or financial  condition  will be materially
adversely effected by the Year 2000 issue.


<PAGE>



Contingency Plans Associated with the Year 2000

The  Managing  Agent has not had to implement  contingency  plans such as manual
workarounds or selecting new relationships for its banking or elevator operation
activities in order to avoid the Year 2000 issue.


<PAGE>


Item 7.  Financial Statements

ANGELES PARTNERS XI

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 1999

      Consolidated  Statements of  Operations - Years ended  December 31, 1999
      and 1998

      Consolidated  Statements  of Changes in  Partners'  Deficit - Years  ended
      December 31, 1999 and 1998

      Consolidated  Statements  of Cash Flows - Years ended  December 31, 1999
      and 1998

      Notes to Consolidated Financial Statements


<PAGE>









              Report of Ernst & Young LLP, Independent Auditors



The Partners
Angeles Partners XI

We have audited the accompanying  consolidated balance sheet of Angeles Partners
XI as  of  December  31,  1999,  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, 1999. 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, 1999, and the consolidated  results of its operations and its
cash flows for each of the two years in the period ended  December 31, 1999,  in
conformity with accounting principles generally accepted in the United States.

As discussed in Note L to the consolidated financial statements, the Partnership
changed its method of accounting to capitalize the cost of exterior painting and
major landscaping effective January 1, 1999.

                                                         /s/ ERNST & YOUNG LLP


Greenville, South Carolina
February  21, 2000


<PAGE>





                               ANGELES PARTNERS XI

                           CONSOLIDATED BALANCE SHEET

                       (in thousands, except unit data)

                                December 31, 1999
<TABLE>
<CAPTION>

Assets
<S>                                                         <C>            <C>

   Cash and cash equivalents                                                $  2,118
   Receivables and deposits                                                      785
   Other assets                                                                  239
   Investment in joint venture (Note C)                                            4
   Investment property (Notes D and G):
      Land                                                    $  3,998
      Buildings and related personal property                   26,616
                                                               -------
                                                                30,614

      Less accumulated depreciation                            (20,142)       10,472
                                                               -------       -------
                                                                            $ 13,618

Liabilities and Partners' Deficit
Liabilities

   Accounts payable                                                         $     42
   Tenant security deposits                                                      569
   Other liabilities                                                             304
   Mortgage notes payable (Notes D and G)                                     29,988

Partners' Deficit

   General partners                                            $ (489)
   Limited partners (39,627 units issued and
      outstanding)                                             (16,796)      (17,285)
                                                               -------       -------
                                                                            $ 13,618
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements

<PAGE>



                               ANGELES PARTNERS XI

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                       (in thousands, except unit data)

                                                                Years Ended
                                                                December 31,

                                                               1999       1998

Revenues:
   Rental income                                           $ 7,638       $7,204
   Other income                                                399          403
   Casualty gain                                               120          421
                                                            ------       ------
      Total revenues                                         8,157        8,028
                                                            ------       ------
Expenses:
   Operating                                                 2,307        2,558
   General and administrative                                  258          216
   Depreciation                                              1,480        1,514
   Interest                                                  2,836        2,907
   Property taxes                                              765          809
                                                            ------       ------
      Total expenses                                         7,646        8,004
                                                            ------       ------
Income before equity in income(loss) and extraordinary
 loss on debt extinguishment of joint venture                  511           24
Equity in income (loss) of joint
  venture (Note C)                                           1,196           (5)
                                                            ------       ------
Income before equity in extraordinary loss
  on debt extinguishment of joint venture                    1,707           19
Equity in extraordinary loss on
   debt extinguishment (Note C)                                 (3)          --
                                                            ------       ------
Net income                                                 $ 1,704      $    19
                                                            ======       ======


Net income allocated to general partners (1%)              $    17      $    --

Net income allocated to limited partners (99%)               1,687           19
                                                            ------       ------
                                                           $ 1,704      $    19
                                                            ======       ======
Net income per limited partnership unit:
    Income before equity in extraordinary loss on debt
       extinguishment of joint venture                     $ 42.65      $   .48
    Extraordinary loss                                        (.08)          --
                                                           -- ----       ------
                                                           $ 42.57      $   .48
                                                            ======       ======

Distributions per limited partnership unit                 $ 11.23      $    --
                                                            ======       ======

           See Accompanying Notes to Consolidated Financial Statements
<PAGE>


                               ANGELES PARTNERS XI

            CONSOLIDATED STATEMENT 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, 1997                  39,637      $  (501)   $(18,057)   $(18,558)

Net income for the year ended
   December 31, 1998                         --           --          19          19

Abandonment of Limited
   Partnership units (Note H)               (10)          --          --          --
                                         ------       ------     -------     -------

Partners' deficit at
   December 31, 1998                     39,627         (501)    (18,038)    (18,539)

Net income for the year
   ended December 31, 1999                   --           17       1,687        1,704

Distributions to partners                    --           (5)       (445)        (450)
                                         ------       ------     -------      -------

Partners' deficit
   at December 31, 1999                  39,627      $  (489)   $(16,796)   $(17,285)
                                         ======       ======     =======     =======
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements
<PAGE>



                               ANGELES PARTNERS XI

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                (in thousands)

<TABLE>
<CAPTION>

                                                              Year Ended December 31,
                                                                  1999        1998

Cash flows from operating activities:

<S>                                                           <C>          <C>

  Net income                                                   $ 1,704      $    19
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Equity in (income) loss of joint venture                     (1,196)           5
   Equity in extraordinary loss on debt extinguishment
     Of joint venture                                                3           --
   Depreciation                                                  1,480        1,514
   Amortization of loan costs                                      113          113
   Casualty gain                                                  (120)        (421)
   Change in accounts:
      Receivables and deposits                                     172         (202)
      Other assets                                                  (6)          14
      Accounts payable                                             (16)         (14)
      Tenant security deposit liabilities                            7           21
      Due to affiliate                                               2         (437)
      Other liabilities                                           (388)         224
                                                                ------       ------

      Net cash provided by operating activities                  1,755          836
                                                                ------       ------

Cash flows from investing activities:

  Property improvements and replacements                          (871)        (601)
  Distributions from joint venture                               1,221           --
  Repayment of advance to joint venture                            164           --
  Insurance proceeds received related to casualty                  372          230
                                                                ------       ------

       Net cash provided by (used in) investing activities         886         (371)
                                                                ------       ------

Cash flows from financing activities:

  Payments on mortgage notes payable                              (412)          (4)
  Repayments of notes payable                                     (868)          --
  Distributions to partners                                       (450)          --
                                                                ------       ------

       Net cash used in financing activities                    (1,730)          (4)
                                                                ------       ------

Increase in cash and cash equivalents                              911          461

Cash and cash equivalents at beginning of year                   1,207          746
                                                                ------       ------

Cash and cash equivalents at end year                          $ 2,118      $ 1,207
                                                                ======       ======

Supplemental disclosure of cash flow information:
  Cash paid for interest                                       $ 2,954      $ 2,794
                                                                ======       ======
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

<PAGE>


                               ANGELES PARTNERS XI

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999

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 Financial Group, Inc. ("Insignia").
Effective  February  26,  1999,  IPT was merged into  Apartment  Management  and
Investment  Company  ("AIMCO")  (See "Note B - Transfer of Control").  Thus, the
Managing General Partner is now a wholly-owned  subsidiary of AIMCO. The Elliott
Family Partnership,  Ltd. and ARC II/AREMCO Partners,  Ltd. are the non-managing
general  partners.  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, 1999,  the
Partnership operates one residential property located in Plainsboro, New Jersey.

Principles of Consolidation: The Partnership's consolidated financial statements
included all the accounts of Fox Run AP XI, L.P., of which the Partnership  owns
a 99% limited partnership  interest.  The general partner of Fox Run AP XI, L.P.
is AP XI Fox Run GP, LLC, a single member limited liability corporation which is
wholly-owned by the Registrant.  Thus, these  partnerships are deemed controlled
and, therefore,  consolidated by the Partnership.  All interentity balances have
been eliminated.

Allocations and Distributions to Partners: In accordance with the 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.  Any gain remaining after said allocation will be allocated
to the General Partners and Limited Partners in proportion to their interests in
the Partnership.

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  Original  Capital  Investment
applicable  to the  property;  (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% ("Incentive Interest")
to the Managing General Partner.

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  amount of its
financial  instruments (except for long term debt) approximates their fair value
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 at
an estimated borrowing rate currently available to the Partnership, approximates
its carrying value.

Cash and Cash  Equivalents:  Includes cash on hand and in banks and money market
accounts.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.

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

Loan Costs:  Loan costs of  approximately  $564,000 at December  31,  1999,  are
included  in other  assets on the  balance  sheet and are being  amortized  on a
straight-line  basis  over the life of the  loan.  Accumulated  amortization  of
approximately $348,000 at December 31, 1999, is also included in other assets.

Investment in Joint Venture:  The Partnership  accounts for its 41.1% investment
in Princeton  Meadows Golf Course Joint Venture (the "Joint  Venture") using the
equity  method  of  accounting  (see  "Note  C").  Under  the  equity  method of
accounting, the Partnership records its equity interest in earnings or losses of
the Joint Venture; however, the investment in the Joint Venture will be recorded
at an amount  less than zero (a  liability)  to the extent of the  Partnership's
share of net liabilities of the Joint Venture.

Investment Properties: The Partnership owns and operates one investment property
consisting of an apartment  complex,  which is stated at cost.  Acquisition fees
are  capitalized  as a  cost  of  real  estate.  In  accordance  with  Financial
Accounting  Standards Board Statement No. 121, "Accounting for the Impairment of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of", the Partnership
records  impairment  losses on long-lived  assets used in operations when events
and   circumstances   indicate  that  the  assets  might  be  impaired  and  the
undiscounted  cash flows estimated to be generated by those assets are less than
the carrying  amounts of those assets.  No  adjustments  for impairment of value
were necessary for the years ended December 31, 1999 or 1998.

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
(1) 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, and (2) for personal  property over 5 years for additions prior
to  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.

Effective  January 1, 1999 the  Partnership  changed its method of accounting to
capitalize the costs of exterior painting and major landscaping (Note L).

Leases: The Partnership  generally leases apartment units for twelve month terms
or less. The Partnership recognizes income as earned on its leases. In addition,
the Managing  General  Partner's  policy is to offer rental  concessions  during
particularly  slow months or in response to heavy competition from other similar
complexes  in the  area.  Concessions  are  charged  against  rental  income  as
incurred.

Segment  Reporting:  Statement of Financial  Accounting  Standards ("SFAS") 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 establishes  standards for related disclosures about
products and services,  geographic areas, and major customers. (See "Note J" for
detailed disclosure of the Partnership's segments.)

Use of Estimates:  The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles 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  $45,000  and  $54,000  for the years ended
December 31, 1999 and 1998,  respectively,  were charged to operating expense as
incurred.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia and IPT merged into AIMCO,  a publicly  traded real
estate  investment  trust,  with  AIMCO  being the  surviving  corporation  (the
"Insignia Merger").  As a result,  AIMCO acquired 100% ownership interest in the
Managing  General  Partner.  The Managing  General Partner does not believe that
this  transaction  has had or will have a  material  effect on the  affairs  and
operations of the Partnership.

Note C - Investment in Joint Venture

The  Partnership has a 41.1%  investment in Princeton  Meadows Golf Course Joint
Venture ("Joint Venture"). On February 26, 1999, the Joint Venture sold its only
investment  property,  Princeton Meadows Golf Course,  to an unaffiliated  third
party.  The sale  resulted in net  proceeds of  approximately  $3,411,000  after
payment of closing  costs,  and  repayment  of  mortgage  principal  and accrued
interest. The Joint Venture recorded a gain on sale of approximately  $3,090,000
after the write-off of undepreciated  fixed assets. In connection with the sale,
a commission of approximately  $153,000 was paid to the Joint Venture's managing
general   partner  in  accordance   with  the  Joint  Venture   Agreement.   The
Partnership's  1999 pro-rata share of this gain is approximately  $1,270,000 and
its equity in loss on operations of the Joint Venture  amounted to approximately
$74,000.  The Joint  Venture  also  recognized  an  extraordinary  loss on early
extinguishment  of debt of approximately  $7,000 as a result of unamortized loan
costs being written off.

Condensed  balance sheet  information of the Joint Venture at December 31, 1999,
is as follows (in thousands):

Assets

Cash                                        $     17
                                             -------
  Total                                     $     17
                                             =======

Liabilities and Partners' Capital
Other liabilities                           $      7
Partners' capital                                 10
                                             -------
  Total                                     $     17
                                             =======

The  condensed  statement of operations of the Joint Venture for the years ended
December 31, 1999 and 1998, are summarized as follows (in thousands):

                                                    Years Ended
                                                   December 31,
                                                 1999        1998

Revenues                                       $   104      $ 1,667
Costs and expenses                                (283)      (1,681)
                                                 -----       ------
Loss before gain on sale of
  investment property and extraordinary
  loss on extinguishment of debt                  (179)        (14)
Gain on sale of investment property              3,090          --
Extraordinary loss on extinguishment
  of debt                                           (7)         --
                                                 -----       -----
Net income (loss)                              $ 2,904       $ (14)
                                                ======        ====

The Partnership  recognized its 41.1% equity income of approximately  $1,196,000
and equity loss of approximately $5,000 in the Joint Venture for the years ended
December 31, 1999 and 1998,  respectively.  The  Partnership  also recognized an
extraordinary  loss on  extinguishment  of debt of  $3,000  for the  year  ended
December 31, 1999.

The Princeton  Meadows Golf Course property had an underground fuel storage tank
that was removed in 1992.  This fuel  storage tank caused  contamination  to the
area.  Management  installed  monitoring  wells in the area  where  the tank was
formerly  buried.  Some samples from these wells  indicated lead and phosphorous
readings that were higher than the range prescribed by the New Jersey Department
of Environmental  Protection ("DEP").  The Joint Venture notified the DEP of the
findings  when they were  first  discovered.  However,  the DEP did not give any
directives as to corrective action until late 1995.

In November  1995,  representatives  of the Joint Venture and the New Jersey DEP
met and  developed  a plan of  action  to  clean-up  the  contamination  site at
Princeton Meadows Golf Course.  The Joint Venture engaged an engineering firm to
conduct  consulting and  compliance  work and a second firm to perform the field
work necessary for the clean-up. Field work commenced with skimmers installed at
three  test  wells on the  site.  These  skimmers  were in place to  detect  any
residual fuel that may still be in the ground. Upon the sale of the Golf Course,
as noted above,  the Joint Venture was released from any further  responsibility
or liability with respect to the clean-up.


<PAGE>



Note D - Mortgage Notes Payable

The principle terms of mortgage notes payable are as follows:

<TABLE>
<CAPTION>

                             Monthly                              Principal    Principal
                             Payment        Stated                 Balance     Balance At
                            Including      Interest    Maturity    Due At     December 31,
Property                     Interest        Rate        Date     Maturity        1999
--------                     --------        ----        ----     --------        ----
                          (in thousands)                               (in thousands)

<S>                         <C>            <C>          <C>      <C>          <C>
Fox Run Apartments

  1st mortgage               $222(1)        8.32%       1/2002   $26,916       $27,652
  2nd mortgage                 36(1)       15.29%       1/2002     2,192         2,336
                              ---                                 ------        ------
     Total                   $258                                $29,108       $29,988
                              ===                                 ======        ======
</TABLE>

(1)   Interest only  payments,  until  February  1999, at which time the monthly
      payment was increased to include principal and interest.

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

Scheduled  principal  payments of mortgage notes payable  subsequent to December
31, 1999, are as follows (in thousands):

                                2000           $   413
                                2001               493
                                2002            29,082
                                                ------
                                               $29,988

Note E - Income Taxes

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

The  following is a  reconciliation  of reported net income and Federal  taxable
income:

                                              1999                  1998
                                              ----                  ----
                                           (in thousands, except unit data)
Net income as reported                     $ 1,704               $    19
Add (deduct):
Depreciation differences                     1,619                 1,144
Equity in income of Joint Venture             (565)                   --
Unearned income                                (19)                  (14)
Miscellaneous                                  (14)                   17
                                            ------                ------
Federal taxable income                       2,725                 1,166
                                            ======                ======
Federal taxable income
  per limited partnership unit             $ 64.70               $ 29.14
                                            ======                ======

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

Net liabilities as reported            $(17,285)
Land and buildings                        2,896
Accumulated depreciation                 (4,151)
Syndication and distribution costs        5,261
Other                                       593
                                        -------

Net deficiency - Federal tax basis     $(12,686)
                                        =======

Note F - Transactions with Affiliated Parties

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

The  following  payments  owed to the Managing  General  Partner and  affiliates
during the years ended December 31, 1999 and 1998 were paid or accrued:

                                                               1999      1998
                                                               ----      ----
                                                               (in thousands)

Property management fees (included in operating expense)      $ 398     $ 376

Partnership management fee (included in general and              35        23
  administrative expense (*))

Reimbursement for services of affiliates (included in
 operating and general and administrative expenses
 and investment property)                                       128       142

Due to affiliates                                                35        33

(*)   The Partnership Agreement provides for a fee equal to 5% of "net cash flow
      from  operations",  as defined in the Partnership  Agreement to be paid to
      the Managing General Partner for executive and  administrative  management
      services.

During the years ended  December 31, 1999 and 1998,  affiliates  of the Managing
General  Partner  were  entitled  to  receive  5% of  gross  receipts  from  the
Registrant's property for providing property management services. The Registrant
paid to such affiliates  approximately $398,000 and $376,000 for the years ended
December 31, 1999 and 1998, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $128,000 and
$142,000 for the years ended December 31, 1999 and 1998, respectively.

Angeles Mortgage  Investment  Trust ("AMIT"),  a real estate  investment  trust,
provided  financing  (the  "AMIT  Loan") to the Joint  Venture  (see  "Note C").
Pursuant to a series of transactions, affiliates of the Managing General Partner
acquired  ownership  interests in AMIT. On September  17, 1998,  AMIT was merged
with and into IPT, the entity which  controlled  the Managing  General  Partner.
Effective  February  26,  1999,  IPT was merged into AIMCO.  As a result,  AIMCO
became the holder of the AMIT loan.

On February 26, 1999,  Princeton Meadows Golf Course was sold to an unaffiliated
third party. Upon closing, the AMIT principal balance of $1,567,000 plus accrued
interest of approximately $17,000 was paid off.

Also, the Partnership had an AMIT note payable,  which was collateralized by the
Partnership's  investment  in the Joint  Venture  with a  principal  balance  of
approximately  $868,000 and accrued interest of $8,500.  In June 1999, the Joint
Venture  distributed a total of approximately  $2,641,000 to the joint venturers
from the proceeds of the sale of the property.  The Partnership's  share of this
distribution  was  approximately  $1,086,000.  Upon receipt of the  distribution
funds, the Partnership  repaid its AMIT note payable of  approximately  $868,000
plus accrued interest of $8,500.

In  addition,  the  Partnership  made  advances  to the Joint  Venture as deemed
appropriate  by the  Managing  General  Partner.  These  advances  did not  bear
interest  nor  have  stated  terms  of  repayment.  In June  1999,  the  advance
receivable from the Joint Venture of  approximately  $164,000 was collected from
the proceeds of the sale of the golf course.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these tender offers,  AIMCO and its affiliates currently owns 20,667
units of limited partnership units in the Partnership representing 52.15% of the
outstanding  units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire  additional limited  partnership  interests in
the Partnership  for cash or in exchange for units in the operating  partnership
of AIMCO. Consequently, AIMCO is in a position to influence all voting decisions
with respect to the  Registrant.  Under the Partnership  Agreement,  unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters.  When voting on matters,  AIMCO would in all likelihood vote
the units it  acquired in a manner  favorable  to the  interest of the  Managing
General Partner because of their affiliation with the Managing General Partner.


<PAGE>

Note G - Real Estate and Accumulated Depreciation

<TABLE>
<CAPTION>

                                               Initial Cost
                                              To Partnership
                                              --------------
                                              (in thousands)

                                                      Buildings         Cost
                                                     and Related    Capitalized
                                                      Personal     Subsequent to
       Description         Encumbrances     Land      Property      Acquisition
       -----------         ------------     ----      --------      -----------
                                                                   (in thousands)

<S>                          <C>        <C>            <C>          <C>

Fox Run Apartments            $29,988    $ 3,998       $20,990       $ 5,626
                               ======     ======        ======        ======
</TABLE>



<TABLE>
<CAPTION>

                          Gross Amount At Which Carried
                              At December 31, 1999
                                 (in thousands)

                               Buildings
                              And Related

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

<S>                  <C>       <C>        <C>           <C>         <C>           <C>

Fox Run Apartments    $3,998    $26,616    $30,614      $20,142      5/27/83       5-20
                       =====     ======     ======       ======
</TABLE>

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

Reconciliation of "Real Estate and Accumulated Depreciation":

                                                Years Ended December 31,
                                                  1999            1998
                                                  ----            ----
                                                     (in thousands)

Investment Property

Balance at beginning of year                   $29,743          $29,142
    Property improvements                          871              601
                                                ------           ------

Balance at end of year                         $30,614          $29,743
                                                ======           ======

Accumulated Depreciation

Balance at beginning of year                   $18,662          $17,148
    Additions charged to expense                 1,480            1,514
                                                ------           ------

Balance at end of year                         $20,142          $18,662
                                                ======           ======



<PAGE>



Note H - Abandonment of Limited Partnership Units

The aggregate cost of the investment  properties for Federal income tax purposes
at December 31, 1999 and 1998, is  approximately  $33,510,000  and  $32,639,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 1999 and 1998, is  approximately  $24,293,000  and  $23,938,000,
respectively.

In 1998, the number of Limited  Partnership  Units  decreased by 10 units due to
limited  partners  abandoning  their  units.  In  abandoning  his or her Limited
Partnership  Unit(s),  a limited  partner  relinquishes  all right,  title,  and
interest in the Partnership as of the date of abandonment.  However, the limited
partner is  allocated  his or her share of the net income or loss for that year.
The income or loss per Limited Partnership Unit in the accompanying consolidated
statements of operations is calculated based on the number of units  outstanding
at the beginning of the year. There were no such abandonments during 1999.

Note I - Casualty

In  October,  1997,  there  was a fire at Fox  Run  Apartments  that  completely
destroyed the clubhouse and office.  A casualty gain of  approximately  $421,000
was  recognized  during the year ended  December  31,  1998  resulting  from the
partial receipt of anticipated insurance proceeds.  The insurance claim relating
to this  fire has been  settled  with  additional  proceeds  of  $120,000  being
received  during the year ended  December 31,  1999.  Total  insurance  proceeds
received approximated the costs incurred to replace the assets.

Note J - Segment Reporting

Description of the types of products from which the reportable  segment  derives
its revenues:

The  Partnership  has  one  reportable  segment:   residential  properties.  The
Partnership's  residential  property segment  consists of one apartment  complex
located in Plainsboro,  New Jersey.  The  Partnership  rents  apartment units to
tenants for terms that are typically twelve months or less.

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those described in the summary of significant accounting policies.


Segment information for the years 1999 and 1998 is shown in the tables below (in
thousands). The "Other" column includes partnership administration related items
and income and expense not allocated to the reportable segment.

1999                                    Residential      Other       Totals
----                                    -----------      -----       ------

Rental income                             $ 7,638         $ --      $ 7,638
Other income                                  353            46         399
Interest expense                            2,836            --       2,836
Depreciation                                1,480            --       1,480
General and administrative expense             --           258         258
Casualty gain                                 120            --         120
Equity in income of joint venture              --         1,196       1,196
Equity in extraordinary loss on
  debt extinguishment of joint
    venture                                    --            (3)         (3)
Segment profit                                723           981       1,704
Total assets                               12,706           912      13,618
Capital expenditures for investment
 property                                     871            --         871

                 1998                   Residential      Other       Totals
                 ----                   -----------      -----       ------

Rental income                             $ 7,204         $ --      $ 7,204
Other income                                  374            29         403
Interest expense                            2,907            --       2,907
Depreciation                                1,514            --       1,514
General and administrative expense             --           216         216
Casualty gain                                 421            --         421
Equity in loss of joint venture                --            (5)         (5)
Segment profit (loss)                         211          (192)         19
Total assets                               13,087           952      14,039
Capital expenditures for investment
 property                                     601            --         601

Note K - 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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the 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  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  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  have 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 final  court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, 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 class  plaintiffs'  counsel
to enter the settlement.  On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Managing  General  Partner does not anticipate  that costs  associated with this
case 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.

Note L - Change in Accounting Principle

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies of the Managing General  Partner.  The effect of the change in 1999 was
to increase  net income by $65,000  ($1.62 per limited  partnership  unit).  The
cumulative  effect,  had this  change  been  applied  to prior  periods,  is not
material.  The accounting principle change will not have an affect on cash flow,
funds available for distribution or fees payable to the Managing General Partner
and affiliates.


<PAGE>



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

None.

<PAGE>


                                    PART III

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

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

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

Name                        Age    Position

Patrick J. Foye              42    Executive Vice President and Director
Martha L. Long               40    Senior Vice President and Controller

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

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

Based solely upon a review of Forms 3 and 4 and amendments  thereto furnished to
the Registrant  under Rule 16a-3(e) during the  Registrant's  most recent fiscal
year and Forms 5 and amendments thereto furnished to the Registrant with respect
to its most recent  fiscal year,  the  Registrant  is not aware of any director,
officer,  beneficial  owner of more than ten  percent  of the  units of  limited
partnership interest in the Registrant that failed to file on a timely basis, as
disclosed in the above Forms,  reports required by section 16(a) of the Exchange
Act during the most recent  fiscal year or prior fiscal years except as follows:
AIMCO and its joint  filers  failed to timely file a Form 4 with  respect to its
acquisition of Units.

Item 10. Executive Compensation

No  compensation  or  remuneration   was  paid  by  Angeles   Partners  XI  (the
"Partnership"  or  "Registrant")  to any officer or director of ARC II. However,
certain fees and other  payments  have been made to the  Partnership's  Managing
General Partner and its affiliates, as described in "Item 12." below.

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, 1999.

Entity                                  Number of Units      Percentage

Insignia Properties LP                           80             0.202%
(an affiliate of AIMCO)
Cooper River Properties, LLC                  8,782            22.162%
(an affiliate of AIMCO)
AIMCO Properties, LP                         11,805            29.790%
(an affiliate of AIMCO)

Cooper  River  Properties,  LLC,  and  Insignia  Properties  LP  are  indirectly
ultimately owned by AIMCO.  The business  address of Insignia  Properties LP and
Cooper River Properties,  LLC is 55 Beattie Place,  Greenville,  SC 29602. AIMCO
Properties,  L.P. is indirectly  ultimately  controlled  by AIMCO.  Its business
address is 2000 South Colorado Blvd., Denver, Colorado 80222.

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

Item 12. Certain Relationships and Related Transactions

No  transactions  have  occurred  between  the  Partnership  and any  officer or
director of ARC II.

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


<PAGE>



The  following  payments  owed to the Managing  General  Partner and  affiliates
during the years ended December 31, 1999 and 1998 were paid or accrued:

                                                               1999      1998
                                                               ----      ----
                                                               (in thousands)

Property management fees                                      $ 398     $ 376

Partnership management fee (*)                                   35        23

Reimbursement for services of affiliates                        128       142

Due to affiliates                                                35        33

(*)   The Partnership Agreement provides for a fee equal to 5% of "net cash flow
      from  operations",  as defined in the Partnership  Agreement to be paid to
      the Managing General Partner for executive and  administrative  management
      services.

During the years ended  December 31, 1999 and 1998,  affiliates  of the Managing
General  Partner  were  entitled  to  receive  5% of  gross  receipts  from  the
Registrant's property for providing property management services. The Registrant
paid to such affiliates  approximately $398,000 and $376,000 for the years ended
December 31, 1999 and 1998, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $128,000 and
$142,000 for the years ended December 31, 1999 and 1998, respectively.

Angeles Mortgage  Investment  Trust ("AMIT"),  a real estate  investment  trust,
provided  financing (the "AMIT Loan") to the Princeton Meadows Golf Course Joint
Venture ("Joint Venture") (see "Part II. Item 7. Financial Statements,  Note C -
Investment in Joint Venture"). Pursuant to a series of transactions,  affiliates
of the  Managing  General  Partner  acquired  ownership  interests  in AMIT.  On
September  17,  1998,  AMIT was  merged  with and into  IPT,  the  entity  which
controlled the Managing  General Partner.  Effective  February 26, 1999, IPT was
merged into AIMCO. As a result, AIMCO became the holder of the AMIT loan.

On February 26, 1999,  Princeton Meadows Golf Course was sold to an unaffiliated
third party. Upon closing, the AMIT principal balance of $1,567,000 plus accrued
interest of approximately $17,000 was paid off.

Also, the Partnership had an AMIT note payable,  which was collateralized by the
Partnership's  investment  in the Joint  Venture  with a  principal  balance  of
approximately  $868,000 and accrued interest of $8,500.  In June 1999, the Joint
Venture  distributed a total of approximately  $2,641,000 to the joint venturers
from the proceeds of the sale of the property.  The Partnership's  share of this
distribution  represented   approximately   $1,086,000.   Upon  receipt  of  the
distribution   funds,   the   Partnership   repaid  its  AMIT  note  payable  of
approximately $868,000 plus accrued interest of $8,500.

In  addition,  the  Partnership  made  advances  to the Joint  Venture as deemed
appropriate  by the  Managing  General  Partner.  These  advances  did not  bear
interest  nor  have  stated  terms  of  repayment.  In June  1999,  the  advance
receivable from the Joint Venture of  approximately  $164,000 was collected from
the proceeds of the sale of the golf course.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these tender offers,  AIMCO and its affiliates currently owns 20,667
units of limited partnership units in the Partnership representing 52.15% of the
outstanding  units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire  additional limited  partnership  interests in
the Partnership  for cash or in exchange for units in the operating  partnership
of AIMCO. Consequently, AIMCO is in a position to influence all voting decisions
with respect to the  Registrant.  Under the Partnership  Agreement,  unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters.  When voting on matters,  AIMCO would in all likelihood vote
the units it  acquired in a manner  favorable  to the  interest of the  Managing
General Partner because of their affiliation with the Managing General Partner.


<PAGE>



                                     PART IV

Item 13. Exhibits and Reports on Form 8-K

(a)   Exhibits:

               Exhibit 18,  Independent  Accountants'  Preferability  Letter for
               Change in  Accounting  Principle,  is filed as an exhibit to this
               report.

               Exhibit 27,  Financial Data  Schedule,  is filed as an exhibit to
               this report.

(b)   Reports on Form 8-K filed in the fourth  quarter  of the  calendar  year
               1999:

               None.



<PAGE>


                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Exchange Act, the  Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

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

                                 By:     Angeles Realty Corporation II
                                         Its Managing General Partner

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

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

                                 Date:

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                       Date:
------------------
Patrick J. Foye
Executive Vice President
and Director

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


<PAGE>


                               ANGELES PARTNERS XI

                                  EXHIBIT INDEX

Exhibit Number    Description of Exhibit

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

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

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

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

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

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

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

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

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

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

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

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

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

      16.1        Letter from the  Registrant's  former  independent  accountant
                  regarding  its  concurrence  with the  statements  made by the
                  Registrant,  is incorporated by reference to the exhibit filed
                  with Form 8-K dated September 1, 1993.

      18          Independent Accountants'  Preferability Letter for Change in
                  Accounting Principle.

      27          Financial Data Schedule.


<PAGE>


                                                                    Exhibit 18

February 7, 2000


Mr. Patrick J. Foye
Executive Vice President
Angeles Realty Corporation II

Managing General Partner of Angeles Partners XI
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 29602

Dear Mr. Foye:

Note L of Notes to the Consolidated  Financial Statements of Angeles Partners XI
included in its Form  10-KSB for the year ended  December  31, 1999  describes a
change in the method of  accounting to  capitalize  exterior  painting and major
landscaping,  which  would have been  expensed  under the old  policy.  You have
advised us that you believe  that the change is to a  preferable  method in your
circumstances because it provides a better matching of expenses with the related
benefit of the expenditures and is consistent with policies currently being used
by your industry and conforms to the policies of the Managing General Partner.

There are no authoritative criteria for determining a preferable method based on
the particular circumstances; however, we conclude that the change in the method
of accounting  for exterior  painting and major  landscaping is to an acceptable
alternative  method which,  based on your business  judgment to make this change
for the reasons cited above, is preferable in your circumstances.

                                                             Very truly yours,
                                                         /s/ Ernst & Young LLP