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, 2000

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

             For the transition period from _________to _________

                         Commission file number 0-11766

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

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

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

                   Issuer's telephone number (864) 239-1000

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

                                      None

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

                            Limited Partnership Units
                                (Title of class)

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

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

State issuer's revenues for its most recent fiscal year.  $8,569,000

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, 2000. 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


                                     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.  AIMCO  Properties,  L.P. and ARC  II/AREMCO
Partners,  Ltd. are the non-managing general partners. The Elliott Accommodation
Trust and the Elliott Family Partnership, a California Limited Partnership, were
the  non-managing  general  partners.  Effective  December 31, 1997, the Elliott
Family  Partnership,  Ltd.  acquired the Elliott  Accommodation  Trust's general
partner interest in the Registrant. On June 30, 2000, Elliott Family Partnership
sold its remaining  interest to AIMCO Properties,  LP, a wholly owned subsidiary
of AIMCO. The Managing General Partner and the non-managing general partners are
herein  collectively  referred to as the  "General  Partners".  The  Partnership
Agreement  provides that the  Partnership  is to terminate on December 31, 2035,
unless terminated prior to such date.

The  Registrant  is engaged in the business of operating and holding real estate
properties for investment.  In 1983 and 1984, during its acquisition  phase, the
Registrant  acquired eight existing  apartment  properties,  a  retail/apartment
complex, a retail/office  complex and an office/warehouse  complex. In 1991, the
Registrant   invested  in  a  joint   venture   along  with  two  other  related
partnerships.  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.  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 had 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").


<PAGE>



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    $32,530      $21,717      5-20 yrs     S/L        $10,540
</TABLE>

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

Schedule of Property Indebtedness

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

<TABLE>
<CAPTION>

                        Principal                                          Principal
                        Balance At                                          Balance
                       December 31,   Interest    Period     Maturity       Due At
      Property             2000         Rate    Amortized    Date (2)      Maturity
                      (in thousands)                                    (in thousands)
Fox Run Apartments
<S>                      <C>           <C>      <C>           <C>          <C>
  1st mortgage           $27,273       8.32%    27 yrs(1)     1/2002       $26,897
  2nd mortgage             2,263      15.29%    15 yrs(1)     1/2002         2,185
  Total                  $29,536                                           $29,082
</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 2000 and 1999 for the property:

                                    Average Annual              Average Annual
                                     Rental Rates                 Occupancy
                                      (per unit)
 Property                        2000           1999          2000         1999

 Fox Run Apartments             $10,757       $10,019         96%           97%

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


<PAGE>



Real Estate Taxes and Rates:

Real estate tax and rates in 2000 was:

                                    2000             2000
                                  Billing            Rate
                               (in thousands)

Fox Run Apartments                  $826             2.78%

Capital Improvements:

Fox Run Apartments

The Partnership  completed  approximately  $1,916,000 in capital expenditures at
Fox Run Apartments during the year ended December 31, 2000, consisting primarily
of cabinet, appliance and floor covering replacements, parking lot improvements,
major landscaping,  water heaters and heating and air conditioning improvements.
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 $275 per unit or  $213,400.
In addition,  the property has budgeted  approximately  $2,405,000  for interior
upgrades.  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,  its Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging,  among other things,  the  acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc.  ("Insignia")
and entities which were, at one time, affiliates of Insignia; past tender offers
by the Insignia affiliates to acquire limited  partnership units;  management of
the  partnerships  by the  Insignia  affiliates;  and the Insignia  Merger.  The
plaintiffs  seek  monetary  damages and  equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the Managing General Partner
filed a motion  seeking  dismissal of the action.  In lieu of  responding to the
motion, the plaintiffs filed an amended complaint.  The Managing General Partner
filed demurrers to the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  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 a party to certain legal actions resulting from its operating
activities.  These actions are routine litigation and administrative proceedings
arising in the  ordinary  course of business  and none of which are  expected to
have a  material  adverse  effect on the  consolidated  financial  condition  or
results of operations of the Partnership.

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

During the quarter ended December 31, 2000, no matter was submitted to a vote of
unit 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 1,694 Limited Partners of
record.  Affiliates of the Managing General Partner owned 23,458 units or 59.20%
of outstanding  partnership units at December 31, 2000. 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, 2000 and 1999. See "Item 6. Management's Discussion and
Analysis or Plan of Operation" for further details.

                                                Distributions
                                                          Per Limited
                                       Aggregate       Partnership Unit

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

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

(1)   Distributions were made from cash from operations.

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves, the timing of the debt maturities
and refinancings  and/or sale of the property.  The  Partnership's  distribution
policy is reviewed  on a quarterly  basis.  There can be no  assurance  that the
Partnership  will generate  sufficient  funds from  operations,  after  required
capital  improvement  expenditures,  to permit  additional  distributions to its
partners in 2001 or subsequent periods. See "Item 2. Description of Properties -
Capital   Improvements"   for  information   relating  to  anticipated   capital
expenditures at the property.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 23,458 limited partnership units in
the Partnership  representing  59.20% of the  outstanding  units at December 31,
2000. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private  purchases  or tender  offers.  In this  regard,  on July 24,  2000,  an
affiliate  of AIMCO  commenced  a tender  offer to  purchase  any and all of the
remaining  partnership  interests  for a  purchase  price  of $334  per  limited
partnership unit. This offer expired on September 28, 2000 with a total of 1,830
units acquired by an affiliate of AIMCO. In addition, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by affiliates of AIMCO for a purchase  price of $334 per unit.  Pursuant to this
offer,  AIMCO acquired an additional 424 units  resulting in its total ownership
being increased to 23,882 units or 60.27% of the total outstanding  units. Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled  to take  action  with  respect to a variety of  matters,  which  would
include  without  limitation,  voting on certain  amendments to the  Partnership
Agreement and voting to remove the Managing General Partner.  As a result of its
ownership  of  60.27%  of the  outstanding  units,  AIMCO  is in a  position  to
influence all voting  decisions with respect to the  Registrant.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the  interest  of the  Managing  General  Partner  because  of its
affiliation with the Managing General Partner.


<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,  2000  was
approximately   $665,000   compared   to   approximately   $1,704,000   for  the
corresponding  period in 1999. The decrease in the net income for the year ended
December 31, 2000 compared to the corresponding  period in 1999 is primarily due
to the  recognition  of equity in income  from net gain on the  disposal  of the
Princeton  Meadows Golf Course Joint  Venture  ("Joint  Venture"),  as discussed
below.   Income  before  equity  in  income  and  extraordinary   loss  on  debt
extinguishment  of the  Joint  Venture  for the year  ended  December  31,  2000
increased as compared to the corresponding  period in 1999 due to an increase in
total revenues  partially offset by an increase in total expenses.  The increase
in total  revenues was due to increases in rental income and other  income.  The
increase in rental  income is due to an increase in average  rental  rates which
more than  offset  the  slight  decrease  in  average  annual  occupancy  at the
property.  Other income  increased  due to increases in corporate  unit revenue,
clubhouse rental, cable rebates and interest income.

Total expenses for the year ended December 31, 2000 increased,  as compared with
the comparable period in 1999,  primarily due to increases in operating expense,
property  tax expense,  general and  administrative  expenses  and  depreciation
expense,  partially  offset by a decrease in interest  expense.  The increase in
operating expenses was due to increases in utilities,  interior painting,  floor
covering repair, snow removal, interior building improvements and payroll costs.
Property  tax  expense  increased  due to the  timing of receipt of tax bills in
1999,  which  affected the accruals at December 31, 1999.  Depreciation  expense
increased  due to capital  asset  expenditures  during  1999 and 2000.  Interest
expense decreased  primarily due to the repayment of the note payable to Angeles
Mortgage  Investment  Trust ("AMIT") in 1999,  which was  collateralized  by the
Partnership's  investment in the Joint Venture.  In June 1999,  the  Partnership
repaid  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.

General and administrative  expenses increased due to an increase in the cost of
services  included in the management  reimbursements  to the General  Partner as
allowed  under  the  Partnership   Agreement.   This  increase  in  general  and
administrative expenses was partially offset by a decrease in legal costs due to
the settlement of a legal dispute,  which was previously  disclosed during 1999.
Included in general and  administrative  expense at both  December  31, 2000 and
1999 are management reimbursements to the Managing General Partner allowed under
the Partnership Agreement.  In addition,  cost associated with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit required by the Partnership Agreement are also included.

The  Partnership had 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 sale of Princeton  Meadows Golf Course
of  $1,270,000  and the equity in loss on  operations  of $74,000.  For the year
ended  December  31,  2000,  Princeton  Meadows  did not  have  any  operations;
therefore,  the Partnership did not recognize any equity earnings from the Joint
Venture.  During the fourth quarter of 2000 all remaining assets and liabilities
of the Joint Venture were liquidated, and the final tax return was filed.

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,  2000,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $432,000 as compared to approximately  $2,118,000 at December 31,
1999, a decrease of approximately  $1,686,000.  The decrease is primarily due to
approximately  $1,606,000 of cash used in investing activities and approximately
$2,531,000 of cash used in financing  activities,  which is partially  offset by
approximately $2,451,000 of cash provided by operating activities.  Cash used in
investing   activities   consisted   primarily  of  property   improvements  and
replacements  offset slightly by distributions  received from the Joint Venture.
Cash used in  financing  activities  consisted  primarily  of  distributions  to
partners  and, to a lesser  extent,  principal  payments  made on the  mortgages
encumbering  Fox Run  Apartments.  The  Registrant  invests its working  capital
reserves in an interest-bearing 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 $275 per unit or  $213,400.
In addition,  the property has budgeted  approximately  $2,405,000  for interior
upgrades.  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  $29,536,000  encumbering  Fox Run Apartments is
being amortized over periods  ranging from 15 to 27 years with balloon  payments
of $29,082,000 due in 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,  2000,  distributions  of  approximately
$2,079,000  (approximately $2,058,000 paid to the limited partners or $51.93 per
limited  partnership  unit)  was paid from  operations.  During  the year  ended
December 31, 1999,  distributions  of $450,000  (approximately  $445,000 paid to
limited  partners  or  $11.23  per  limited  partnership  unit)  were  paid from
operations.  Future  cash  distributions  will  depend on the levels of net cash
generated from operations,  the availability of cash reserves, the timing of the
debt maturities and refinancings and/or sale of the property.  The Partnership's
distribution  policy is reviewed on a quarterly basis. There can be no assurance
that the  Partnership  will generate  sufficient  funds from  operations,  after
required capital improvement expenditures, to permit additional distributions to
its partners in 2001 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 23,458 limited partnership units in
the Partnership  representing  59.20% of the  outstanding  units at December 31,
2000. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private  purchases  or tender  offers.  In this  regard,  on July 24,  2000,  an
affiliate  of AIMCO  commenced  a tender  offer to  purchase  any and all of the
remaining  partnership  interests  for a  purchase  price  of $334  per  limited
partnership unit. This offer expired on September 28, 2000 with a total of 1,830
units acquired by an affiliate of AIMCO. In addition, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by affiliates of AIMCO for a purchase  price of $334 per unit.  Pursuant to this
offer,  AIMCO acquired an additional 424 units  resulting in its total ownership
being increased to 23,882 units or 60.27% of the total outstanding  units. Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled  to take  action  with  respect to a variety of  matters,  which  would
include  without  limitation,  voting on certain  amendments to the  Partnership
Agreement and voting to remove the Managing General Partner.  As a result of its
ownership  of  60.27%  of the  outstanding  units,  AIMCO  is in a  position  to
influence all voting  decisions with respect to the  Registrant.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the  interest  of the  Managing  General  Partner  because  of its
affiliation with the Managing General Partner.


<PAGE>


Item 7.  Financial Statements


ANGELES PARTNERS XI

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2000

      Consolidated  Statements of  Operations - Years ended  December 31, 2000
      and 1999

      Consolidated  Statements  of Changes in  Partners'  Deficit - Years  ended
      December 31, 2000 and 1999

      Consolidated  Statements  of Cash Flows - Years ended  December 31, 2000
      and 1999

      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,  2000,  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, 2000. 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, 2000, and the consolidated  results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2000,  in
conformity with accounting principles generally accepted in the United States.

                                                         /s/ ERNST & YOUNG LLP


Greenville, South Carolina
March 15, 2001


<PAGE>




                               ANGELES PARTNERS XI

                           CONSOLIDATED BALANCE SHEET
                       (in thousands, except unit data)

                                December 31, 2000

<TABLE>
<CAPTION>

Assets
<S>                                                            <C>           <C>
   Cash and cash equivalents                                                 $   432
   Receivables and deposits                                                      642
   Other assets                                                                  152
   Investment property (Notes D and G):
      Land                                                    $  3,998
      Buildings and related personal property                   28,532
                                                                32,530
      Less accumulated depreciation                            (21,717)       10,813
                                                                            $ 12,039

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $   423
   Tenant security deposits                                                      629
   Other liabilities                                                             150
   Mortgage notes payable (Notes D and G)                                     29,536

Partners' Deficit
   General partners                                            $ (503)
   Limited partners (39,627 units issued and
      outstanding)                                             (18,196)     (18,699)
                                                                            $ 12,039
</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,
                                                              2000       1999
Revenues:
   Rental income                                           $ 7,994      $ 7,638
   Other income                                                575          399
   Casualty gain (Note H)                                       --          120
      Total revenues                                         8,569        8,157
Expenses:
   Operating                                                 2,473        2,307
   General and administrative                                  281          258
   Depreciation                                              1,575        1,480
   Interest                                                  2,749        2,836
   Property taxes                                              826          765
      Total expenses                                         7,904        7,646
Income before equity in income and extraordinary
 loss on debt extinguishment of joint venture                  665          511
Equity in income of joint venture (Note C)                      --        1,196
Income before equity in extraordinary loss
  on debt extinguishment of joint venture                      665        1,707
Equity in extraordinary loss on
   debt extinguishment (Note C)                                 --           (3)
Net income                                                 $   665      $ 1,704


Net income allocated to general partners (1%)              $     7      $    17

Net income allocated to limited partners (99%)                 658        1,687
                                                           $   665      $ 1,704
Net income per limited partnership unit:
    Income before equity in extraordinary loss on debt
       extinguishment of joint venture                     $ 16.60      $ 42.65
    Extraordinary loss                                          --         (.08)
                                                           $ 16.60      $ 42.57

Distributions per limited partnership unit                 $ 51.93      $ 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, 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)

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

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

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

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>



                               ANGELES PARTNERS XI

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands)
<TABLE>
<CAPTION>

                                                              Year Ended December 31,
                                                                  2000        1999
Cash flows from operating activities:
<S>                                                            <C>          <C>
  Net income                                                   $   665      $ 1,704
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Equity in income of joint venture                                --       (1,196)
   Equity in extraordinary loss on debt extinguishment
     of joint venture                                               --            3
   Depreciation                                                  1,575        1,480
   Amortization of loan costs                                      113          113
   Casualty gain                                                    --         (120)
   Change in accounts:
      Receivables and deposits                                     143          172
      Other assets                                                  (7)          (6)
      Accounts payable                                              75          (16)
      Tenant security deposit liabilities                           60            7
      Other liabilities                                           (173)        (386)

      Net cash provided by operating activities                  2,451        1,755

Cash flows from investing activities:
  Property improvements and replacements                        (1,610)        (871)
  Distributions from joint venture                                   4        1,221
  Repayment of advance to joint venture                             --          164
  Insurance proceeds                                                --          372

       Net cash (used in) provided by investing activities      (1,606)         886

Cash flows from financing activities:
  Payments on mortgage notes payable                              (452)        (412)
  Repayments of notes payable                                       --         (868)
  Distributions to partners                                     (2,079)        (450)

       Net cash used in financing activities                    (2,531)      (1,730)

(Decrease) increase in cash and cash equivalents                (1,686)         911

Cash and cash equivalents at beginning of year                   2,118        1,207

Cash and cash equivalents at end year                          $   432      $ 2,118

Supplemental disclosure of cash flow information:
  Cash paid for interest                                       $ 2,639      $ 2,954
Supplemental disclosure of non-cash flow information:
  Property improvements and replacements included in
    accounts payable                                           $   306      $    --
</TABLE>

         See Accompanying Notes to Consolidated Financial Statements


<PAGE>





                               ANGELES PARTNERS XI

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2000


Note A - Organization and Significant Accounting Policies

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

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

Allocations and  Distributions  to Partners:  In accordance with the Partnership
Agreement,  any gain from the sale or other  disposition of  Partnership  assets
will be  allocated  first to the Managing  General  Partner to the extent of the
amount  of any  brokerage  compensation  and  incentive  interest  to which  the
Managing  General Partner is entitled.  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  amounts of its
financial  instruments  approximate  their  fair  values  due to the short  term
maturity of these instruments.

Cash and Cash  Equivalents:  Includes  cash on hand,  in banks and money  market
accounts.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.  Cash balances include approximately  $360,000 at
December 31, 2000 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

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

Loan Costs:  Loan costs of  approximately  $564,000 at December  31,  2000,  are
included  in other  assets on the  balance  sheet and are being  amortized  on a
straight-line  basis over the life of the  loans.  Accumulated  amortization  of
approximately $460,000 at December 31, 2000, is also included in other assets.

Investment in Joint Venture: The Partnership  accounted 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)  only  to  the  extent  of  the
Partnership's share of net liabilities of the Joint Venture.

Investment  Property:  The Partnership owns and operates one investment property
consisting of an apartment  complex,  which is stated at cost.  Acquisition fees
are  capitalized  as a  cost  of  real  estate.  In  accordance  with  Financial
Accounting  Standards Board Statement No. 121, "Accounting for the Impairment of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of", the Partnership
records  impairment  losses on long-lived  assets used in operations when events
and   circumstances   indicate  that  the  assets  might  be  impaired  and  the
undiscounted  cash flows estimated to be generated by those assets are less than
the carrying  amounts of those assets.  No  adjustments  for impairment of value
were necessary for the years ended December 31, 2000 or 1999.

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.

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

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also 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  $43,000  and  $45,000  for the years ended
December 31, 2000 and 1999, respectively, were charged to operating expense.

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.  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 had 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 was 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.

The Joint Venture has no assets or liabilities at December 31, 2000.

Due to the sale of  Princeton  Meadows Golf Course in February  1999,  the Joint
Venture had no operations  for the year ended  December 31, 2000.  The condensed
statement of  operations  of the Joint  Venture for the year ended  December 31,
1999, is summarized as follows (in thousands):

                                              December 31,
                                                  1999

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

The Partnership  recognized its 41.1% equity income of approximately  $1,196,000
in the Joint Venture for the year ended December 31, 1999. The Partnership  also
recognized an  extraordinary  loss on  extinguishment  of debt of $3,000 for the
year  ended  December  31,  1999.  During the  fourth  quarter of 2000,  all the
remaining  assets of the Joint Venture were liquidated and a final  distribution
was made to the partners.

Note D - Mortgage Notes Payable

<TABLE>
<CAPTION>

                         Principal       Monthly                               Principal
                         Balance At      Payment      Stated                    Balance
                        December 31,    Including    Interest    Maturity       Due At
Property                    2000        Interest       Rate        Date        Maturity
                              (in thousands)                                (in thousands)

Fox Run Apartments
<S>                      <C>             <C>           <C>        <C>          <C>
  1st mortgage           $27,273         $222(1)       8.32%      1/2002       $26,897
  2nd mortgage             2,263           36(1)      15.29%      1/2002         2,185
     Total               $29,536         $258                                  $29,082
</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 property may not be sold subject to existing note indebtedness.

Scheduled  principal  payments of mortgage notes payable  subsequent to December
31, 2000, are as follows (in thousands):

                                2001           $   454
                                2002            29,082
                                               $29,536
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:

                                              2000                  1999
                                           (in thousands, except unit data)
Net income as reported                     $   665               $ 1,704
Add (deduct):
Depreciation differences                       490                 1,619
Equity in income of Joint Venture               --                  (565)
Unearned income                                (15)                  (19)
Miscellaneous                                   81                   (14)
Federal taxable income                     $ 1,221               $ 2,725
Federal taxable income
  per limited partnership unit             $ 30.50               $ 64.70

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            $(18,699)
Land and buildings                        2,895
Accumulated depreciation                 (3,168)
Syndication and distribution costs        5,261
Other                                       166

Net liabilities - Federal tax basis    $(13,545)

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 fees to the Managing  General  Partner and  affiliates  during the
years ended December 31, 2000 and 1999 were paid or accrued:

                                                               2000      1999
                                                               (in thousands)

Property management fees (included in operating expense)      $ 428     $ 398

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

Reimbursement for services of affiliates (included in
 general and administrative expenses and investment
 property)                                                      357       128

(*)   The Partnership Agreement provides for a fee equal to 5% of "net cash flow
      from  operations",  as defined in the Partnership  Agreement to be paid to
      the Managing General Partner for executive and  administrative  management
      services.  At December 31, 2000, the  Partnership  has accrued  $27,000 of
      Partnership   management  fees  included  in  other   liabilities  on  the
      accompanying consolidated balance sheet.

During the years ended  December 31, 2000 and 1999,  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 $428,000 and $398,000 for the years ended
December 31, 2000 and 1999, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $297,000 and
$128,000 for the years ended December 31, 2000 and 1999, respectively.  Included
in these  expenses at December 31, 2000 and 1999 is  approximately  $174,000 and
$18,000, respectively, in reimbursements for construction oversight costs.

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.  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.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 23,458 limited partnership units in
the Partnership  representing  59.20% of the  outstanding  units at December 31,
2000. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private  purchases  or tender  offers.  In this  regard,  on July 24,  2000,  an
affiliate  of AIMCO  commenced  a tender  offer to  purchase  any and all of the
remaining  partnership  interests  for a  purchase  price  of $334  per  limited
partnership unit. This offer expired on September 28, 2000 with a total of 1,830
units acquired by an affiliate of AIMCO. In addition, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by affiliates of AIMCO for a purchase  price of $334 per unit.  Pursuant to this
offer,  AIMCO acquired an additional 424 units  resulting in its total ownership
being increased to 23,882 units or 60.27% of the total outstanding  units. Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled  to take  action  with  respect to a variety of  matters,  which  would
include  without  limitation,  voting on certain  amendments to the  Partnership
Agreement and voting to remove the Managing General Partner.  As a result of its
ownership  of  60.27%  of the  outstanding  units,  AIMCO  is in a  position  to
influence all voting  decisions with respect to the  Registrant.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the  interest  of the  Managing  General  Partner  because  of its
affiliation with the Managing General Partner.

Note G - Real Estate and Accumulated Depreciation

                                               Initial Cost
                                              To Partnership
                                              (in thousands)

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

Fox Run Apartments          $29,536      $ 3,998       $20,990       $ 7,542

                          Gross Amount At Which Carried
                              At December 31, 2000
                              (in thousands)

<TABLE>
<CAPTION>

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

<S>                   <C>       <C>        <C>          <C>          <C>          <C>
Fox Run Apartments    $3,998    $28,532    $32,530      $21,717      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,
                                                  2000            1999
                                                     (in thousands)

Investment Property

Balance at beginning of year                   $30,614          $29,743
    Property improvements                        1,916              871

Balance at end of year                         $32,530          $30,614

Accumulated Depreciation

Balance at beginning of year                   $20,142          $18,662
    Additions charged to expense                 1,575            1,480

Balance at end of year                         $21,717          $20,142

The aggregate cost of the investment property for Federal income tax purposes at
December  31,  2000  and  1999 is  approximately  $35,425,000  and  $33,510,000,
respectively.  The accumulated  depreciation  for Federal income tax purposes at
December  31,  2000 and 1999,  is  approximately  $24,885,000  and  $24,293,000,
respectively.

Note H - 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 I - 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,  its Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging,  among other things,  the  acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc.  ("Insignia")
and entities which were, at one time, affiliates of Insignia; past tender offers
by the Insignia affiliates to acquire limited  partnership units;  management of
the  partnerships  by the  Insignia  affiliates;  and the Insignia  Merger.  The
plaintiffs  seek  monetary  damages and  equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the Managing General Partner
filed a motion  seeking  dismissal of the action.  In lieu of  responding to the
motion, the plaintiffs filed an amended complaint.  The Managing General Partner
filed demurrers to the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  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 a party to certain legal actions resulting from its operating
activities.  These actions are routine litigation and administrative proceedings
arising in the  ordinary  course of business  and none of which are  expected to
have a  material  adverse  effect on the  consolidated  financial  condition  or
results of operations of the Partnership.

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 2000 and 1999 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.

<TABLE>
<CAPTION>

         For the Twelve Months Ended
              December 31, 2000                Residential      Other       Totals

<S>                                              <C>             <C>       <C>
Rental income                                    $ 7,994         $ --      $ 7,994
Other income                                         549            26         575
Interest expense                                   2,749            --       2,749
Depreciation                                       1,575            --       1,575
General and administrative expense                    --           281         281
Segment profit (loss)                                807          (142)        665
Total assets                                      11,974            65      12,039
Capital expenditures                               1,916            --       1,916
</TABLE>

<TABLE>
<CAPTION>

         For the Twelve Months Ended
              December 31, 1999                Residential      Other       Totals

<S>                                              <C>             <C>       <C>
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 (loss)                                723           981       1,704
Total assets                                      12,706           912      13,618
Capital expenditures                                 871            --         871
</TABLE>

Note K - Distributions

During  the  year  ended  December  31,  2000,  distributions  of  approximately
$2,079,000  (approximately $2,058,000 paid to the limited partners or $51.93 per
limited  partnership  unit)  was paid from  operations.  During  the year  ended
December 31, 1999,  distributions  of $450,000  (approximately  $445,000 paid to
limited  partners  or  $11.23  per  limited  partnership  unit)  were  paid from
operations.


<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              43    Executive Vice President and Director
Martha L. Long               41    Senior Vice President and Controller

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

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

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

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

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

The executive  officers and director of the Managing  General Partner  discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive officers and director of the Managing General Partner has approved the
inclusion of the audited  financial  statements  in the Form 10-KSB for the year
ended December 31, 2000 for filing with the Securities and Exchange Commission.

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements of the  Partnership  for the current
fiscal  year.  Fees for the last  fiscal  year were  annual  audit  services  of
approximately  $33,000  and  non-audit  services  (principally  tax-related)  of
approximately $15,000.

Item 10. Executive Compensation

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

Item 11. Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner of more than 5% of the Limited Partner Units of the Registrant
as of December 31, 2000.

Entity                                  Number of Units      Percentage

Insignia Properties LP                           80             0.20%
(an affiliate of AIMCO)
Cooper River Properties, LLC                  8,782            22.16%
(an affiliate of AIMCO)
AIMCO Properties, LP                         14,596            36.84%
(an affiliate of AIMCO)

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

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

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


<PAGE>



Item 12. Certain Relationships and Related Transactions

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

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

The following fees to the Managing  General  Partner and  affiliates  during the
years ended December 31, 2000 and 1999 were paid or accrued:

                                                               2000      1999
                                                               (in thousands)

Property management fees                                      $ 428     $ 398

Partnership management fee (*)                                   23        35

Reimbursement for services of affiliates                        357       128

(*)   The Partnership Agreement provides for a fee equal to 5% of "net cash flow
      from  operations",  as defined in the Partnership  Agreement to be paid to
      the Managing General Partner for executive and  administrative  management
      services.  At December 31, 2000, the  Partnership  has accrued  $27,000 of
      Partnership   management  fees  included  in  other   liabilities  on  the
      accompanying consolidated balance sheet.

During the years ended  December 31, 2000 and 1999,  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 $428,000 and $398,000 for the years ended
December 31, 2000 and 1999, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $297,000 and
$128,000 for the years ended December 31, 2000 and 1999, respectively.  Included
in these  expenses at December 31, 2000 and 1999 is  approximately  $174,000 and
$18,000, respectively, in reimbursements for construction oversight costs.

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.  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.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 23,458 limited partnership units in
the Partnership  representing  59.20% of the  outstanding  units at December 31,
2000. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private  purchases  or tender  offers.  In this  regard,  on July 24,  2000,  an
affiliate  of AIMCO  commenced  a tender  offer to  purchase  any and all of the
remaining  partnership  interests  for a  purchase  price  of $334  per  limited
partnership unit. This offer expired on September 28, 2000 with a total of 1,830
units acquired by an affiliate of AIMCO. In addition, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by affiliates of AIMCO for a purchase  price of $334 per unit.  Pursuant to this
offer,  AIMCO acquired an additional 424 units  resulting in its total ownership
being increased to 23,882 units or 60.27% of the total outstanding  units. Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled  to take  action  with  respect to a variety of  matters,  which  would
include  without  limitation,  voting on certain  amendments to the  Partnership
Agreement and voting to remove the Managing General Partner.  As a result of its
ownership  of  60.27%  of the  outstanding  units,  AIMCO  is in a  position  to
influence all voting  decisions with respect to the  Registrant.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the  interest  of the  Managing  General  Partner  because  of its
affiliation with the Managing General Partner.


<PAGE>



                                     PART IV


Item 13. Exhibits and Reports on Form 8-K

(a)   Exhibits:

               None.

(b)   Reports on Form 8-K filed in the fourth  quarter  of the  calendar  year
               2000:

               None.



<PAGE>


                                   SIGNATURES



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



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

                                 By:     Angeles Realty Corporation II
                                         Managing General Partner

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

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


                                 Date:   April 2, 2001

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

/s/Patrick J. Foye               Patrick J. Foye            Date: April 2, 2001
                                 Executive Vice President
                                  and Director

/s/Martha L. Long                Martha L. Long             Date: April 2, 2001
                                 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.