SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                    For the fiscal year ended December 31, 2003

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

                For the transition period from _________to _________

                         Commission file number 0-11766

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

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

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

                    Issuer's telephone number (864) 239-1000

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

                                      None

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

                            Limited Partnership Units
                                (Title of class)

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

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

State issuer's revenues for its most recent fiscal year.  $8,307,000

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, 2003. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None




<PAGE>



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

                                     PART I

Item 1.     Description of Business

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

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

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

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

Risk Factors

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

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

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

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

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

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

Item 2.     Description of Property

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

                               Date of
Property                      Purchase         Type of Ownership          Use

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

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

Schedule of Property

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

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

<S>                    <C>         <C>           <C>                      <C>
Fox Run Apartments     $37,050     $27,410       5-30 yrs      S/L        $11,428
</TABLE>

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

Schedule of Property Indebtedness

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

                         Principal                                         Principal
                        Balance At                                          Balance
                       December 31,    Interest    Period     Maturity      Due At
      Property             2003          Rate    Amortized    Date (1)     Maturity
                      (in thousands)                                    (in thousands)
Fox Run Apartments
<S>                       <C>           <C>      <C>   <C>    <C>            <C>
  1st mortgage            $33,228       6.76%    20 yrs(1)    12/2021        $ --
</TABLE>

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

Rental Rates and Occupancy

Average annual rental rates and occupancy for 2003 and 2002 for the property:

                                    Average Annual              Average Annual
                                     Rental Rates                 Occupancy
                                   (per unit)
 Property                        2003           2002          2003         2002

 Fox Run Apartments             $11,256       $11,059         94%           95%

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

Real Estate Taxes and Rates

Real estate tax and rates in 2003 were:

                                    2003             2003
                                  Billing            Rate
                               (in thousands)
Fox Run Apartments                 $1,104            2.88%

Capital Improvements

During the year ended December 31, 2003,  the  Partnership  spent  approximately
$991,000 on capital improvements at Fox Run Apartments primarily consisting of a
gas submetering project,  water heater and floor covering  replacement,  parking
lot and pool upgrades,  and structural  improvements.  These  improvements  were
funded from  operating  cash flow and insurance  proceeds.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year and currently expects to budget approximately $427,000. Additional
improvements may be considered and will depend on the physical  condition of the
property as well as anticipated cash flow generated by the property.

Item 3.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (the "Heller action")
was filed  against  the same  defendants  that are named in the  Nuanes  action,
captioned  Heller v.  Insignia  Financial  Group.  On or about  August 6,  2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

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

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending appeal.  The Managing  General Partner is currently
scheduled  to file a brief in  support  of the order  approving  settlement  and
entering judgment thereto by April 23, 2004.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

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

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

During the quarter ended December 31, 2003, no matter was submitted to a vote of
unitholders through the solicitation of proxies or otherwise.


                                     PART II

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

In February 1983, the Partnership, a publicly-held limited partnership,  offered
and sold  40,000  Limited  Partnership  Units  (the  "Units")  for an  aggregate
purchase  price of  $40,000,000.  The  Partnership  currently  has 39,627  Units
outstanding held by 1,439 Limited Partners of record. Affiliates of the Managing
General  Partner  owned  25,851  Units or  65.24%  of the  outstanding  Units at
December 31, 2003. No public trading market has developed for the Units,  and it
is not anticipated that such a market will develop in the future.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2003 and 2002 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                        Per Limited                        Per Limited
                       Year Ended       Partnership      Year Ended        Partnership
                    December 31, 2003      Unit       December 31, 2002       Unit


<S>         <C>           <C>             <C>               <C>              <C>
Refinancing (1)           $ 134           $ 3.36            $ 279            $ 6.96
                          $ 134           $ 3.36            $ 279            $ 6.96
</TABLE>

(1)   Refinancing  proceeds are from the December  2001  refinancing  of Fox Run
      Apartments.  Approximately  $554,000 remains to be distributed at December
      31, 2003.

The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis. Future cash distributions will depend on the levels of net cash generated
from  operations,  the  availability  of cash  reserves,  the timing of the debt
maturity and refinancing and/or sale of the property.  There can be no assurance
that the  Partnership  will generate  sufficient  funds from  operations,  after
required  capital  improvement  expenditures,  to  permit  distributions  to its
partners in 2004 or subsequent  periods.  See "Item 2. Description of Property -
Capital   Improvements"   for  information   relating  to  anticipated   capital
expenditures at the property.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 25,851 limited  partnership  units
(the "Units") in the Partnership representing 65.24% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  units in exchange for cash or a combination
of cash and units in AIMCO Properties,  L.P, the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 65.24% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Managing  General  Partner to AIMCO, as its
sole stockholder.

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

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

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  2003  was
approximately  $30,000 compared to net income of approximately  $318,000 for the
corresponding  period in 2002.  The  decrease  in net  income for the year ended
December  31,  2003  compared  to the  corresponding  period in 2002 is due to a
decrease in total revenues partially offset by a decrease in total expenses. The
decrease in total  revenues for the year ended  December 31, 2003 was  primarily
due to a decrease in rental income. Rental income decreased due to a decrease in
occupancy  and an increase  in  concessions  partially  offset by an increase in
rental rates.  Total  expenses  decreased due to decreases in  depreciation  and
interest  expenses  partially  offset by increases in operating and property tax
expenses.  General and  administrative  expenses remained  relatively  constant.
Depreciation  expense  decreased  due to  the  buildings  at  the  Partnership's
investment  property becoming fully  depreciated  during the year ended December
31, 2003.  Interest expense  decreased due to the declining  balance of mortgage
indebtedness  encumbering  the  Partnership's  property as a result of scheduled
principal  payments.  Operating  expenses increased due to increases in property
and maintenance  expenses,  partially offset by decreases in administrative  and
property  management fee expenses.  Property expenses increased primarily due to
an increase in utilities at the  Partnership's  property.  Maintenance  expenses
increased  primarily  due to an  increase  in snow  removal  costs and  contract
service  costs at the  Partnership's  property.  The decrease in  administrative
expenses  is due to a  decrease  in the ad valorem  tax bill.  The  decrease  in
property  management fees is due to the decrease in rental income.  Property tax
expense increased due to an increase in the local property tax rate.

General and administrative expenses for the year ended December 31, 2003 include
costs of services for management  reimbursements to the Managing General Partner
allowed  by  the   Partnership   Agreement.   Also   included   in  general  and
administrative expenses for both periods are costs associated with the quarterly
and annual  communications with investors and regulatory agencies and the annual
audit required by the Partnership Agreement.

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

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  monitors the rental market  environment of its  investment  property to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting  the  Partnership  from increases in expenses.  As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of  inflation-related  increases in expenses by increasing  rents and
maintaining  a high overall  occupancy  level.  However,  the  Managing  General
Partner  may use  rental  concessions  and  rental  rate  reductions  to  offset
softening  market  conditions,  accordingly,  there  is no  guarantee  that  the
Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At  December  31,  2003,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $386,000 compared to approximately $677,000 at December 31, 2002,
a decrease of  approximately  $291,000.  The  decrease  is due to  approximately
$1,117,000  and $975,000 of cash used in  investing  and  financing  activities,
respectively,  partially offset by approximately  $1,801,000 of cash provided by
operating  activities.  Cash used in investing  activities consisted of property
improvements  and  replacements  slightly  offset by the  receipt  of  insurance
proceeds.  Cash used in  financing  activities  consisted  of  distributions  to
partners, principal payments made on the mortgage encumbering Fox Run Apartments
and  advance  repayments  to  affiliates,  partially  offset  by  advances  from
affiliates.   The   Partnership   invests  its  working   capital   reserves  in
interest-bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership and to comply with Federal,  state,
and local  legal and  regulatory  requirements.  The  Managing  General  Partner
monitors  developments  in the area of legal and  regulatory  compliance  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including  increased  legal  and audit  fees.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming  year  and  expects  to  budget  approximately   $427,000.   Additional
improvements may be considered and will depend on the physical  condition of the
property  as well as  anticipated  cash  flow  generated  by the  property.  The
additional capital  expenditures will be incurred only if cash is available from
operations and Partnership  reserves.  To the extent that such budgeted  capital
improvements are completed,  the Partnership's  distributable cash flow, if any,
may be adversely affected, at least in the short term.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2003 and 2002 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                        Per Limited                        Per Limited
                       Year Ended       Partnership      Year Ended        Partnership
                    December 31, 2003      Unit       December 31, 2002       Unit

<S>         <C>           <C>             <C>               <C>              <C>
Refinancing (1)           $ 134           $ 3.36            $ 279            $ 6.96
                          $ 134           $ 3.36            $ 279            $ 6.96
</TABLE>

(1)   Refinancing  proceeds are from the December  2001  refinancing  of Fox Run
      Apartments.  Approximately  $554,000 remains to be distributed at December
      31, 2003.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the availability of cash reserves,  the timing of the debt maturity
and refinancing  and/or sale of the property.  The Partnership's  cash available
for distribution is reviewed on a monthly basis.  There can be no assurance that
the Partnership will generate  sufficient funds from operations,  after required
capital  improvement  expenditures,  to permit  distributions to its partners in
2004 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 25,851 limited  partnership  units
(the "Units") in the Partnership representing 65.24% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties,  L.P., the operating partnership of AIMCO
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 65.24% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Managing  General  Partner to AIMCO, as its
sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

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

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership  evaluates all accounts receivable from residents and establishes an
allowance, after the application of security deposits, for accounts greater than
30 days past due on current tenants and all receivables due from former tenants.
The Partnership will offer rental concessions during particularly slow months or
in response to heavy  competition from other similar  complexes in the area. Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.


<PAGE>


Item 7.     Financial Statements


ANGELES PARTNERS XI

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2003

      Consolidated Statements of Operations - Years ended December 31, 2003
      and 2002

      Consolidated  Statements  of  Changes  in  Partners'  Deficit  -  Years
      ended December 31, 2003 and 2002

      Consolidated Statements of Cash Flows - Years ended December 31, 2003
      and 2002

      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,  2003,  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, 2003. 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, 2003, and the consolidated  results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2003,  in
conformity with accounting principles generally accepted in the United States.



                                                           /s/ERNST & YOUNG LLP


Greenville, South Carolina
February 27, 2004


<PAGE>



                               ANGELES PARTNERS XI

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2003



Assets
  Cash and cash equivalents                                               $ 386
  Receivables and deposits                                                  438
  Restricted escrow                                                         625
  Other assets                                                              362
  Investment property (Notes B and E):
    Land                                                      $ 3,998
    Buildings and related personal property                     33,052
                                                                37,050
    Less accumulated depreciation                              (27,410)   9,640
                                                                       $ 11,451

Liabilities and Partners' Deficit
Liabilities
  Accounts payable                                                         $ 127
  Tenant security deposits                                                   342
   Due to affiliates (Note D)                                                 46
  Other liabilities                                                          395
  Mortgage note payable (Note B)                                          33,228

Partners' Deficit
  General partners                                             $ (544)
  Limited partners (39,627 units issued and outstanding)       (22,143) (22,687)
                                                                       $ 11,451

           See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                               ANGELES PARTNERS XI

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


<TABLE>
<CAPTION>
                                                                     Years Ended
                                                                    December 31,
                                                                2003           2002
Revenues:
<S>                                                            <C>            <C>
  Rental income                                                $ 7,740        $ 8,064
  Other income                                                     563            569
  Casualty gain (Note F)                                             4             17
      Total revenues                                             8,307          8,650

Expenses:
  Operating                                                      2,618          2,335
  General and administrative                                       466            469
  Depreciation                                                   1,775          2,114
  Interest                                                       2,314          2,353
  Property taxes                                                 1,104          1,061
      Total expenses                                             8,277          8,332

Net income (Note C)                                             $ 30           $ 318

Net income allocated to general partners (1%)                   $ --            $ 3
Net income allocated to limited partners (99%)                      30            315

                                                                $ 30           $ 318

Net income per limited partnership unit                        $ 0.76         $ 7.95

Distributions per limited partnership unit                     $ 3.36         $ 6.96


           See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                               ANGELES PARTNERS XI

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

                                     Limited
                                    Partnership     General      Limited
                                       Units        Partners     Partners      Total

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

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

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

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

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

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

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

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


           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,
                                                                   2003         2002
Cash flows from operating activities:
<S>                                                                <C>         <C>
  Net income                                                       $ 30        $ 318
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Depreciation                                                  1,775        2,114
     Amortization of loan costs                                       17           16
     Casualty gain                                                    (4)         (17)
     Change in accounts:
      Receivables and deposits                                      (129)         523
      Other assets                                                    68          (83)
      Accounts payable                                               (11)          60
      Tenant security deposit liabilities                            (43)         (92)
      Other liabilities                                               95          (22)
      Due to affiliates                                                3           --
        Net cash provided by operating activities                  1,801        2,817

Cash flows from investing activities:
  Property improvements and replacements                          (1,121)      (1,408)
  Insurance proceeds                                                   4           18
        Net cash used in investing activities                     (1,117)      (1,390)

Cash flows from financing activities:
  Advances from affiliate                                            611           --
  Payment on advances from affiliates                               (611)          --
  Payments on mortgage notes payable                                (841)        (931)
  Distributions to partners                                         (134)        (279)
        Net cash used in financing activities                       (975)      (1,210)

(Decrease) increase in cash and cash equivalents                    (291)         217
Cash and cash equivalents at beginning of the year                   677          460

Cash and cash equivalents at end of the year                      $ 386        $ 677

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 2,173      $ 2,532

Supplemental disclosure of non-cash flow information:
  Property improvements and replacements included in
   accounts payable                                                $ 31        $ 161


           See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                               ANGELES PARTNERS XI

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003


Note A - Organization and Significant Accounting Policies

Organization:  Angeles  Partners XI (the  "Registrant"  or  "Partnership")  is a
California  limited  partnership  organized  on February 14, 1983 to acquire and
operate  residential and commercial real estate  properties.  The  Partnership's
managing  general  partner is  Angeles  Realty  Corporation  II ("ARC II" or the
"Managing  General  Partner"),  an affiliate of Insignia  Financial Group,  Inc.
("Insignia")  and a wholly-owned  subsidiary of MAE GP  Corporation  ("MAE GP").
Effective  February 25, 1998, MAE GP was merged into Insignia  Properties  Trust
("IPT"),  which was an affiliate of Insignia.  Effective  February 26, 1999, IPT
was merged  into  Apartment  Management  and  Investment  Company  ("AIMCO"),  a
publicly traded real estate investment trust. Thus, the Managing General Partner
is now a  wholly-owned  subsidiary  of AIMCO.  AIMCO  Properties,  L.P.  and ARC
II/AREMCO  Partners,  Ltd.  are the  Non-Managing  General  Partners.  Effective
November 30, 2001, AIMCO/IPT Inc., an affiliate of the Managing General Partner,
purchased the 99% limited partner interest in ARC II/AREMCO  Partners,  Ltd. The
Elliott  Accommodation  Trust and the Elliott Family  Partnership,  a California
Limited Partnership,  were the non-managing general partners. Effective December
31,  1997,  the  Elliott   Family   Partnership,   Ltd.   acquired  the  Elliott
Accommodation  Trust's general partner interest in the Partnership.  On June 30,
2000, the Elliott Family  Partnership sold its general partner interest to AIMCO
Properties, LP, a wholly owned subsidiary of AIMCO. The Managing General Partner
and the Non-Managing General Partners are herein collectively referred to as the
"General Partners".  The Partnership  Agreement provides that the Partnership is
to terminate on December 31, 2035,  unless  terminated prior to such date. As of
December 31, 2003, the Partnership  operates one residential property located in
Plainsboro, New Jersey.

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

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

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

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

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

Restricted  Escrows: In connection with the December 2001 refinancing of Fox Run
Apartments,  approximately  $625,000  of  the  net  proceeds  was  placed  in  a
restricted escrow account held by the mortgage lender.  These funds will be held
until the property reaches 95% average annual occupancy and maintains that level
for three consecutive months. This criteria has not been met and as a result the
balance in the account at December 31, 2003 was approximately $625,000.

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

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in
banks.  At certain times,  the amount of cash deposited at a bank may exceed the
limit on insured  deposits.  Cash  balances  include  approximately  $376,000 at
December 31, 2003 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

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

Loan Costs: Loan costs of approximately  $337,000 less accumulated  amortization
of  approximately  $34,000 at December 31, 2003, are included in other assets on
the balance sheet and are being  amortized using the  straight-line  method over
the life of the  loan.  Amortization  of loan  costs  is  included  in  interest
expense.  Amortization expense is expected to be approximately  $17,000 for each
of the years 2004 through 2008.

Investment  Property:  The Partnership owns and operates one investment property
consisting of an apartment  complex,  which is stated at cost.  Acquisition fees
are  capitalized as a cost of real estate.  Expenditures  in excess of $250 that
maintain  an  existing  asset  which has a useful life of more than one year are
capitalized  as  capital  replacement  expenditures  and  depreciated  over  the
estimated  useful  life  of  the  asset.   Expenditures  for  ordinary  repairs,
maintenance and apartment turnover costs are expensed as incurred.

In accordance  with SFAS No. 144,  "Accounting for the Impairment or Disposal of
Long-Lived  Assets",  the Partnership  records  impairment  losses on long-lived
assets used in operations when events and circumstances indicate that the assets
might be impaired and the  undiscounted  cash flows estimated to be generated by
those assets are less than the carrying amounts of those assets.  No adjustments
for  impairment of value were necessary for the years ended December 31, 2003 or
2002.

Depreciation:  Depreciation is calculated by the  straight-line  and accelerated
methods over the estimated lives of the rental  property and personal  property.
For Federal income tax purposes,  the  accelerated  cost recovery method is used
for real property over 18 years for additions  after March 15, 1984,  and before
May 9, 1985 and 19 years for additions  after May 8, 1985, and before January 1,
1987. As a result of the Tax Reform Act of 1986,  for additions  after  December
31, 1986, the alternative  depreciation  system is used for  depreciation of (1)
real property  additions over 40 years, and (2) personal property additions over
5-20 years.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less.  Rental income  attributable  to leases is recognized  monthly as it is
earned.  The  Partnership  evaluates all accounts  receivable from residents and
establishes  an  allowance,  after the  application  of security  deposits,  for
accounts  greater than 30 days past due on current  tenants and all  receivables
due from former tenants.  The Partnership will offer rental  concessions  during
particularly  slow months or in response to heavy competition from other similar
complexes in the area. Any  concessions  given at the inception of the lease are
amortized over the life of the lease.

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

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

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $38,000  and  $35,000  for the years ended
December 31, 2003 and 2002, respectively, were charged to operating expense.

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

                        Principal     Monthly                              Principal
                       Balance At     Payment      Stated                   Balance
                      December 31,   Including    Interest   Maturity        Due At
Property                  2003        Interest      Rate       Date         Maturity
                            (in thousands)                               (in thousands)
Fox Run Apartments
<S>                      <C>           <C>         <C>        <C>             <C>
  1st mortgage           $33,228       $ 266       6.76%      12/2021         $ --
</TABLE>

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

Scheduled principal payments of the mortgage note payable subsequent to December
31, 2003, are as follows (in thousands):

                                2004             $ 980
                                2005              1,048
                                2006              1,121
                                2007              1,200
                                2008              1,283
                             Thereafter          27,596
                                Total           $33,228

Note C - Income Taxes

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

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


                                              2003                  2002
Net income as reported                        $ 30                  $ 318
Add (deduct):
Depreciation differences                         489                   820
Unearned income                                   (5)                  (26)
Other                                             50                    83
Federal taxable income                        $ 564                $ 1,195
Federal taxable income
  per limited partnership unit               $ 14.08               $ 29.86


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


Net liabilities as reported                   $(22,687)
Land and buildings                               2,885
Accumulated depreciation                        (1,097)
Syndication and distribution costs               5,261
Other                                              257

Net liabilities - Federal tax basis           $(15,381)


Note D - Transactions with Affiliated Parties

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

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from the Partnership's  property as compensation for providing property
management  services.  The  Partnership  paid to such  affiliates  approximately
$410,000  and  $432,000  for  the  years  ended  December  31,  2003  and  2002,
respectively, which is included in operating expenses.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $281,000 and $299,000 for the
years ended  December  31, 2003 and 2002,  respectively,  which are  included in
general and administrative  expenses and investment property.  Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the Managing General Partner of approximately  $91,000 and $145,000
for the years ended December 31, 2003 and 2002,  respectively.  The construction
management  service  fees  are  calculated  based  on a  percentage  of  current
additions to investment property.

The  Partnership  Agreement  provides  for a fee equal to 7.5% of "net cash flow
from  operations",  as defined in the Partnership  Agreement,  to be paid to the
Managing General Partner for executive and administrative  management  services.
One half of this fee is to be accrued and not paid  unless the limited  partners
have  received  distributions  equal to a 5%  cumulative  annual return on their
adjusted capital investment as defined in the Partnership Agreement. This return
criteria has not been met. The Managing  General  Partner  earned  approximately
$36,000 for the year ended  December 31, 2002,  which is included in general and
administrative  expenses.  There  were no fees  earned  during  the  year  ended
December  31,  2003.  At  December  31,  2003,  the   Partnership   has  accrued
approximately $21,000 of Partnership  management fees,  representing one half of
the fees earned in 2000, 2001 and 2002 which is included in Due to affiliates on
the  accompanying  consolidated  balance sheet.  This amount will remain accrued
until criteria for payment has been met.

During the year ended December 31, 2003, the Managing General Partner loaned the
Partnership  approximately  $611,000  to cover  operating  expenses.  All of the
advance was repaid during the year ended December 31, 2003. Interest was charged
at the prime rate plus 2%. Interest  expense was  approximately  $22,000 for the
year ended  December  31, 2003.  There were no loans from the  Managing  General
Partner or associated interest expense during the year ended December 31, 2002.

The  Partnership  insures its  property up to certain  limits  through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner. During the years ended December 31, 2003 and 2002, the
Partnership was charged by AIMCO and its affiliates  approximately  $103,000 and
$124,000,  respectively,  for insurance coverage and fees associated with policy
claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 25,851 limited  partnership  units
(the "Units") in the Partnership representing 65.24% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional Units in the Partnership in exchange for cash
or a  combination  of cash and units in AIMCO  Properties,  L.P.,  the operating
partnership  of AIMCO,  either  through  private  purchases  or  tender  offers.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled  to take action  with  respect to a variety of matters  that
include, but are not limited to, voting on certain amendments to the Partnership
Agreement and voting to remove the Managing General Partner.  As a result of its
ownership of 65.24% of the outstanding  Units, AIMCO and its affiliates are in a
position  to  control  all voting  decisions  with  respect to the  Partnership.
Although  the Managing  General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the Managing  General Partner also owes fiduciary
duties to AIMCO as its sole stockholder. As a result, the duties of the Managing
General Partner, as managing general partner, to the Partnership and its limited
partners may come into conflict with the duties of the Managing  General Partner
to AIMCO, as its sole stockholder.

Note E - Investment Property and Accumulated Depreciation

                                               Initial Cost
                                              To Partnership
                                              (in thousands)

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

Fox Run Apartments          $33,228       $ 3,998      $20,990        $12,062

<TABLE>
<CAPTION>

                     Gross Amount At Which Carried
                         At December 31, 2003
                            (in thousands)

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

<S>                  <C>        <C>         <C>         <C>          <C>  <C>      <C>
Fox Run Apartments   $3,998     $33,052     $37,050     $27,410      5/27/83       5-30
</TABLE>

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

Reconciliation of "investment property and accumulated depreciation":

                                                 Years Ended December 31,
                                                   2003           2002
                                                      (in thousands)
Investment Property
Balance at beginning of year                      $36,059        $34,767
  Property improvements and replacements              991          1,310
  Disposition of assets                                --            (18)
Balance at end of year                            $37,050        $36,059

Accumulated Depreciation
Balance at beginning of year                      $25,635        $23,538
  Additions charged to expense                      1,775          2,114
  Disposition of assets                                --            (17)
Balance at end of year                            $27,410        $25,635

The aggregate cost of the investment property for Federal income tax purposes at
December  31,  2003  and  2002 is  approximately  $39,935,000  and  $38,921,000,
respectively.  The accumulated  depreciation  for Federal income tax purposes at
December  31,  2003 and 2002,  is  approximately  $28,507,000  and  $27,221,000,
respectively.

Note F - Casualties

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

Note G - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (the "Heller action")
was filed  against  the same  defendants  that are named in the  Nuanes  action,
captioned  Heller v.  Insignia  Financial  Group.  On or about  August 6,  2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

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

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending appeal.  The Managing  General Partner is currently
scheduled  to file a brief in  support  of the order  approving  settlement  and
entering judgment thereto by April 23, 2004.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

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

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

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

None.

Item 8a.    Controls and Procedures

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

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2003 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.



<PAGE>


                                    PART III

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

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

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

Name                        Age    Position

Peter K. Kompaniez           59    Director
Martha L. Long               44    Director and Senior Vice President
Harry G. Alcock              41    Executive Vice President
Miles Cortez                 60    Executive Vice President, General Counsel
                                     and Secretary
Patti K. Fielding            40    Executive Vice President
Paul J. McAuliffe            47    Executive Vice President and Chief
                                     Financial Officer
Thomas M. Herzog             41    Senior Vice President and Chief Accounting
                                     Officer

Peter K.  Kompaniez  has been  Director of the Managing  General  Partner  since
February 2004. Mr. Kompaniez has been Vice Chairman of the Board of Directors of
AIMCO since July 1994 and was appointed  President in July 1997.  Mr.  Kompaniez
has also  served as Chief  Operating  Officer of NHP  Incorporated  after it was
acquired by AIMCO in  December  1997.  Effective  April 1, 2004,  Mr.  Kompaniez
resigned as  President  of AIMCO.  Mr.  Kompaniez  will  continue in his role as
Director of the Managing  General Partner and Vice Chairman of AIMCO's Board and
will serve AIMCO on a variety of special and  ongoing  projects in an  operating
role.

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

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

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

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

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

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

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

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

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

Item 10.    Executive Compensation

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

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner of more than 5% of the Limited Partner Units of the Registrant
as of December 31, 2003.

Entity                                  Number of Units      Percentage

AIMCO Properties, IPLP                           80             0.20%
  (an affiliate of AIMCO)
Cooper River Properties, LLC                  8,782            22.16%
  (an affiliate of AIMCO)
AIMCO Properties, L.P.                       16,989            42.88%
  (an affiliate of AIMCO)

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

AIMCO Properties,  L.P. and AIMCO Properties,  L.P.  (formerly known as Insignia
Properties,  L.P.) are indirectly ultimately controlled by AIMCO. Their business
addresses are 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.

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

Item 12.    Certain Relationships and Related Transactions

The  Partnership  has no employees  and 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.

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from the Partnership's  property as compensation for providing property
management  services.  The  Partnership  paid to such  affiliates  approximately
$410,000  and  $432,000  for  the  years  ended  December  31,  2003  and  2002,
respectively, which is included in operating expenses.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $281,000 and $299,000 for the
years ended  December  31, 2003 and 2002,  respectively,  which are  included in
general and administrative  expenses and investment property.  Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the Managing General Partner of approximately  $91,000 and $145,000
for the years ended December 31, 2003 and 2002,  respectively.  The construction
management  service  fees  are  calculated  based  on a  percentage  of  current
additions to investment property.

The  Partnership  Agreement  provides  for a fee equal to 7.5% of "net cash flow
from  operations",  as defined in the Partnership  Agreement,  to be paid to the
Managing General Partner for executive and administrative  management  services.
One half of this fee is to be accrued and not paid  unless the limited  partners
have  received  distributions  equal to a 5%  cumulative  annual return on their
adjusted capital investment as defined in the Partnership Agreement. This return
criteria has not been met. The Managing  General  Partner  earned  approximately
$36,000 for the year ended  December 31, 2002,  which is included in general and
administrative  expenses.  There  were no fees  earned  during  the  year  ended
December  31,  2003.  At  December  31,  2003,  the   Partnership   has  accrued
approximately $21,000 of Partnership  management fees,  representing one half of
fees earned in 2000,  2001 and 2002,  which is included in Due to  affiliates on
the  accompanying  consolidated  balance sheet.  This amount will remain accrued
until criteria for payment has been met.

During the year ended December 31, 2003, the Managing General Partner loaned the
Partnership  approximately  $611,000  to cover  operating  expenses.  All of the
advance was repaid during the year ended December 31, 2003. Interest was charged
at the prime rate plus 2%. Interest  expense was  approximately  $22,000 for the
year ended  December  31, 2003.  There were no loans from the  Managing  General
Partner or associated interest expense during the year ended December 31, 2002.

The  Partnership  insures its  property up to certain  limits  through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner. During the years ended December 31, 2003 and 2002, the
Partnership was charged by AIMCO and its affiliates  approximately  $103,000 and
$124,000,  respectively,  for insurance coverage and fees associated with policy
claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 25,851 limited  partnership  units
(the "Units") in the Partnership representing 65.24% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional Units in the Partnership in exchange for cash
or a  combination  of cash and units in AIMCO  Properties,  L.P.,  the operating
partnership  of AIMCO,  either  through  private  purchases  or  tender  offers.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled  to take action  with  respect to a variety of matters  that
include, but are not limited to, voting on certain amendments to the Partnership
Agreement and voting to remove the Managing General Partner.  As a result of its
ownership of 65.24% of the outstanding  Units, AIMCO and its affiliates are in a
position  to  control  all voting  decisions  with  respect to the  Partnership.
Although  the Managing  General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the Managing  General Partner also owes fiduciary
duties to AIMCO as its sole stockholder. As a result, the duties of the Managing
General Partner, as managing general partner, to the Partnership and its limited
partners may come into conflict with the duties of the Managing  General Partner
to AIMCO, as its sole stockholder.



<PAGE>



                                     PART IV

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            See Exhibit Index attached.

      (b)   Reports on Form 8-K filed in the fourth quarter of the calendar year
            2003:

            None.

Item 14.    Principal Accounting Fees and Services

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2004.

Audit  Fees.  The  Partnership   paid  to  Ernst  &  Young  LLP  audit  fees  of
approximately $35,000 and $40,000 for 2003 and 2002, respectively.

Tax Fees.  The  Partnership  paid to Ernst & Young LLP fees for tax services for
2003 and 2002 of approximately $3,000 and $3,000, respectively.



<PAGE>


                                   SIGNATURES



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



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


                                    By:   Angeles Realty Corporation II
                                          Managing General Partner


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


                                    By:   /s/Thomas M. Herzog
                                          Thomas M. Herzog
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: March 26, 2004


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


/s/Peter K. Kompaniez         Director                      Date: March 26, 2004
Peter K. Kompaniez


/s/Martha L. Long             Director and Senior Vice      Date: March 26, 2004
Martha L. Long                President


/s/Thomas M. Herzog           Senior Vice President and     Date: March 26, 2004
Thomas M. Herzog              Chief Accounting Officer


<PAGE>


                               ANGELES PARTNERS XI

                                  EXHIBIT INDEX


Exhibit Number    Description of Exhibit

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

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

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

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

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



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

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

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

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

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

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

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

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

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

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

Date: March 26, 2004

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Thomas M. Herzog, certify that:


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

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

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

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

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

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

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

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

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

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

Date: March 26, 2004

                                    /s/Thomas M. Herzog
                                    Thomas M. Herzog
                                    Senior Vice  President and Chief  Accounting
                                    Officer of Angeles  Realty  Corporation  II,
                                    equivalent of the chief financial officer of
                                    the Partnership


<PAGE>


Exhibit 32.1


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



In connection with the Annual Report on Form 10-KSB of Angeles  Partners XI (the
"Partnership"),  for the annual period ended December 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  Martha L.
Long, as the equivalent of the chief executive  officer of the Partnership,  and
Thomas M.  Herzog,  as the  equivalent  of the chief  financial  officer  of the
Partnership,  each hereby  certifies,  pursuant to 18 U.S.C.  Section  1350,  as
adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the
best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 26, 2004


                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  March 26, 2004


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