FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                        QUARTERLY OR TRANSITIONAL REPORT



                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-QSB

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

               For the quarterly period ended September 30, 1999


[ ]  TRANSITION REPORT PURSUANT TO 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
       (Exact name of small business issuer as specified 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)

                                 (864) 239-1000
                          (Issuer's telephone number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the 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

                         PART I - FINANCIAL INFORMATION



ITEM 1.   FINANCIAL STATEMENTS


a)

                              ANGELES PARTNERS XI
                           CONSOLIDATED BALANCE SHEET
                                  (Unaudited)
                        (in thousands, except unit data)

                               September 30, 1999



Assets
Cash and cash equivalents                                            $  2,354
Receivables and deposits                                                  981
Other assets                                                              308
Investment in joint venture                                               157
Investment properties:
Land                                                     $  3,998
Buildings and related personal property                    26,419
                                                           30,417
Less accumulated depreciation                             (19,790)     10,627
                                                                     $ 14,427
Liabilities and Partners' Deficit
Liabilities
Accounts payable                                                     $     84
Tenant security deposit liabilities                                       596
Other liabilities                                                         641
Mortgage notes payable                                                 30,130
Partners' Deficit
General partners                                          $   (486)
Limited partners (39,627 units issued and
outstanding)                                               (16,538)   (17,024)

                                                                     $ 14,427

          See Accompanying Notes to Consolidated Financial Statements


b)

                              ANGELES PARTNERS XI
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
                        (in thousands, except unit data)


                                       Three Months Ended  Nine Months Ended
                                         September 30,       September 30,
                                        1999      1998      1999      1998
Revenues:
Rental income                          $1,913    $1,814    $ 5,707   $ 5,367
Other income                              117       136        298       321
Casualty gain                             120        --        120       346
Total revenues                          2,150     1,950      6,125     6,034
Expenses:
Operating                                 515       676      1,625     1,858
General and administrative                 44        43        147       140
Depreciation                              384       374      1,128     1,122
Interest                                  698       726      2,141     2,180
Property taxes                            203        204       580       606
Total expenses                          1,844      2,023     5,621     5,906
Income (loss) before equity in income
 (loss) and extraordinary loss on
 debt extinguishment of joint venture     306       (73)       504       128
Equity in income (loss) of joint
  venture (Note D)                         (6)       29      1,214        55
Income (loss) before equity in
 extraordinary loss on debt
 extinguishment of joint venture          300       (44)     1,718       183
Equity in extraordinary loss on
   debt extinguishment (Note D)            --        --        (3)        --
Net income (loss)                      $  300    $   (44)  $ 1,715   $   183

Net income allocated
to general partners (1%)               $    3    $    --   $    17   $     2
Net income (loss) allocated
to limited partners (99%)                 297        (44)    1,698       181

                                      $   300    $   (44)  $ 1,715   $   183
Net income (loss) per limited
 partnership unit:
    Income (loss) before equity in
     extraordinary loss on debt
     extinguishment of joint venture   $  7.50   $ (1.11)  $ 42.93   $  4.57
    Extraordinary loss                      --        --     (.08)        --
                                       $  7.50   $ (1.11)  $ 42.85   $  4.57
Distributions per limited partnership
  unit                                 $  5.00   $    --   $  5.00   $    --

          See Accompanying Notes to Consolidated Financial Statements


c)

                              ANGELES PARTNERS XI
        CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                                  (Unaudited)
                        (in thousands, except unit data)



                                  Limited
                                Partnership   General     Limited
                                   Units      Partners   Partners     Total

Original capital contributions    40,000      $    30    $ 40,000    $ 40,030

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

Net income for the nine months
ended September 30, 1999              --           17       1,698       1,715

Distributions to partners             --           (2)       (198)       (200)

Partners' deficit
at September 30, 1999             39,627     $   (486)   $ (16,538)  $(17,024)

          See Accompanying Notes to Consolidated Financial Statements


d)
                              ANGELES PARTNERS XI
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                 (in thousands)

                                                         Nine Months Ended
                                                           September 30,
                                                         1999        1998
Cash flows from operating activities:
Net income                                             $ 1,715     $    183
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in income of joint venture                       (1,214)         (55)
Equity in extraordinary loss on debt extinguishment
   of joint venture                                          3           --
Depreciation                                             1,128        1,122
  Amortization of loan costs                                84           85
   Casualty gain                                          (120)        (346)
  Change in accounts:
Receivables and deposits                                   (24)         (67)
Other assets                                               (46)          12
Accounts payable                                            26           61
Tenant security deposit liabilities                         34           24
Due to affiliates                                          (33)        (460)
Other liabilities                                          (16)          20
Net cash provided by operating activities                 1,537         579
Cash flows from investing activities:
Property improvements and replacements                     (674)       (438)
Insurance proceeds received related to casualty             372         230
Distributions from joint venture                          1,086          --
Repayment of advance to joint venture                       164          --
Net cash provided by (used in) investing
  activities                                                948        (208)
Cash flows from financing activities:
Repayments of notes payable                               (868)          --
Payment on mortgage notes payable                         (270)          (3)
Distributions to partners                                 (200)          --
Net cash used in financing activities                   (1,338)          (3)

Net increase in cash and cash equivalents                1,147          368

Cash and cash equivalents at beginning of period         1,207          746

Cash and cash equivalents at end of period             $ 2,354     $  1,114
Supplemental disclosure of cash flow information:
Cash paid for interest                                 $ 2,065     $  2,096

Supplemental disclosure of non-cash activity:

At September 30, 1998, in connection with a fire at Fox Run Apartments, accounts
payable was adjusted by approximately $43,000 and receivables and deposits were
adjusted by approximately $297,000 for non-cash activity.

          See Accompanying Notes to Consolidated Financial Statements


e)

                              ANGELES PARTNERS XI
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


NOTE A _ BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Angeles Partners
XI (the "Partnership" or "Registrant") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of Angeles Realty Corporation II (the "Managing General
Partner"), all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three and nine month periods ended September 30, 1999, are not necessarily
indicative of the results that may be expected for the fiscal year ending
December 31, 1999.  For further information, refer to the consolidated financial
statements and footnotes thereto included in the Partnership's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1998.

Principles of Consolidation

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

NOTE B - TRANSFER OF CONTROL

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

NOTE C - 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's partnership agreement provides for
(i) certain payments to affiliates for services and (ii) reimbursement of
certain expenses incurred by affiliates on behalf of the Partnership.

The following payments owed to the Managing General Partner and its affiliates
during the nine months ended September 30, 1999 and 1998 were paid or accrued:

                                                           1999      1998
                                                           (in thousands)

Property management fees (included in
  operating expense)                                       $297      $281
Reimbursement for services of affiliates (included
  in investment properties, general and
  administrative and operating expenses)                     90       107
Due to affiliates                                            --        10

During the nine months ended September 30, 1999 and 1998, affiliates of the
Managing General Partner were entitled to receive 5% of gross receipts from the
Registrant's  property for providing property management services.  The
Registrant paid to such affiliates approximately $297,000 and $281,000 for the
nine months ended September 30, 1999 and 1998, respectively.

An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $90,000 and
$107,000 for the nine months ended September 30, 1999 and 1998, respectively.
Included in these expenses at September 30, 1999 and 1998 is approximately
$6,000 and $10,000, respectively, in reimbursements for construction oversight
costs.

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

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

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

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

On May 13, 1999 and on August 19, 1999, AIMCO Properties, L.P., an affiliate of
the Managing General Partner commenced tender offers to purchase limited
partnership interest in the Partnership for a purchase price of $77 and $110 per
unit, respectively.  The June offer expired on July 30, 1999 and the August
offer expired on October 22, 1999.  Pursuant to the offers, AIMCO Properties,
L.P. acquired 2,432 units.  As a result, AIMCO and its affiliates currently own
13,626 units of limited partnership interest in the Partnership representing
approximately 34.4% of the total outstanding units.  It is possible that AIMCO
or its affiliate will make one or more additional offers to acquire additional
limited partnership interests in the Partnership for cash or in exchange for
units in the operating partnership of AIMCO.
(See "Note G - Legal Proceedings").

NOTE D - INVESTMENT IN JOINT VENTURE

The Partnership had a 41.1% investment in Princeton Meadows Golf Course Joint
Venture.  On February 26, 1999, the Joint Venture sold its only investment
property, Princeton Meadows Golf Course, to an unaffiliated third party.  The
sale resulted in net proceeds of approximately $3,411,000 after payment of
closing costs, and repayment of mortgage principal and accrued interest,
resulting in a gain on sale of approximately $3,088,000.  In connection with the
sale, a commission of approximately $153,000 was paid to the Joint Venture's
managing general partner in accordance with the Joint Venture Agreement.  The
Partnership's 1999 pro-rata share of this gain is approximately $1,269,000.  The
Joint Venture also recognized an extraordinary loss on early extinguishment of
debt of approximately $7,000 as a result of unamortized loan costs being written
off.

Condensed balance sheet information of the Joint Venture at September 30, 1999,
is as follows (in thousands):

Assets
Cash                               $   336
Other assets                            51
  Total                            $   387

Liabilities and Partners' Capital
Other liabilities                  $    12
Partners' capital                      375
  Total                            $   387


The condensed statements of operations of the Joint Venture for the three and
nine months ended September 30, 1999 and 1998 are summarized as follows (in
thousands):

                                        Three Months Ended   Nine Months Ended
                                           September 30,       September 30,
                                          1999      1998      1999      1998

Revenues                                 $     4   $   575   $    94   $ 1,319
Costs and expenses                            --      (490)     (230)   (1,171)
(Loss) income before gain on sale of
  investment property and extraordinary
  loss on extinguishment of debt              4         85      (136)      148
Gain (loss) on sale of investment
 property                                   (20)        --     3,088        --
Extraordinary loss on extinguishment
  of debt                                    --         --        (7)       --
Net income (loss)                       $   (16)   $    85   $ 2,945   $   148


The Partnership realized equity income of approximately $1,214,000 and $55,000
in the Joint Venture for the nine months ended September 30, 1999 and 1998,
respectively.  The Partnership also realized an extraordinary loss on
extinguishment of debt of $3,000 for the nine months ended September 30, 1999.

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

In November 1995, representatives of the Joint Venture and the New Jersey DEP
met and developed a plan of action to clean-up the contamination site at
Princeton Meadows Golf Course.  The Joint Venture engaged an engineering firm to
conduct consulting and compliance work and a second firm to perform the field
work necessary for the clean-up.  Field work was in process, with skimmers
having been installed at three test wells on the site.  These skimmers were in
place to detect any residual fuel that may have still been in the ground.  The
completion date of field work was expected to be in 1999.  Upon the sale of the
Golf Course, as noted above, the Joint Venture was released from any further
responsibility or liability with respect to the clean-up.

NOTE E - CASUALTY

In October, 1997, there was a fire at Fox Run Apartments that completely
destroyed the clubhouse and office.  In prior years, a gain was recognized only
to the extent of the loss recognized due to the write-off of assets.  A casualty
gain of approximately $346,000 was recognized during the nine months ended
September 30, 1998 resulting from the partial receipt of anticipated insurance
proceeds.  The insurance claim relating to this fire has been settled with
additional proceeds of $75,000 and $120,000 being received during the three
months ended December 31, 1998 and the nine months ended September 30, 1999,
respectively.  Total insurance proceeds received approximated the costs incurred
to replace the assets.

NOTE F - SEGMENT REPORTING

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

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

Measurement of segment profit or loss:

The Partnership evaluates performance based on net income.  The accounting
policies of the reportable segment are the same as those of the Partnership as
described in the Partnership's Annual Report on Form 10-KSB for the year ended
December 31, 1998.

Segment information for the nine months ended September 30, 1999 and 1998, is
shown in the tables below (in thousands).  The "Other" column includes
Partnership administration related items and income and expense not allocated to
the reportable segment.


                 1999                  Residential    Other    Totals
Rental income                            $ 5,707     $    --   $ 5,707
Other income                                 270          28       298
Casualty gain                                120          --       120
Interest expense                           2,141          --     2,141
Depreciation                               1,128          --     1,128
General and administrative expense            --         147       147
Equity in income of joint venture             --       1,214     1,214
Equity in extraordinary loss on
 debt extinguishment of joint venture         --         (3)       (3)
Segment profit                               623      1,092      1,715
Total assets                              12,948      1,479     14,427
Capital expenditures for
  investment properties                     674           --      674

                1998                  Residential    Other      Totals
Rental income                           $ 5,367     $    --    $ 5,367
Other income                                297          24        321
Casualty gain                               346          --        346
Interest expense                          2,180          --      2,180
Depreciation                              1,122          --      1,122
General and administrative expense           --         140        140
Equity in income of joint venture            --          55         55
Segment profit (loss)                       244         (61)       183
Total assets                             12,999       1,056     14,055
Capital expenditures for
  investment properties                     438          --        438

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. in the Superior Court of the State of California
for the County of San Mateo.  The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities.  The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Note B - Transfer of Control").  The complaint seeks monetary damages and
equitable relief, including judicial dissolution of the Partnership.  On June
25, 1998, the Managing General Partner filed a motion seeking dismissal of the
action.  In lieu of responding to the motion, the plaintiffs have filed an
amended complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.  Pending the ruling on such demurrers,
settlement negotiations commenced.  On November 2, 1999, the parties executed
and filed a Stipulation of Settlement ("Stipulation"), settling claims, subject
to final court approval, on behalf of the Partnership and all limited partners
who own units as of November 3, 1999.  The Court has preliminarily approved the
Settlement and scheduled a final approval hearing for December 10, 1999.  In
exchange for a release of all claims, the Stipulation provides that, among other
things, an affiliate of the Managing General Partner will make tender offers for
all outstanding limited partnership interests in 49 partnerships, including the
Registrant, subject to the terms and conditions set forth in the Stipulation,
and has agreed to establish a reserve to pay an additional amount in settlement
to qualifying class members (the "Settlement Fund").  At the final approval
hearing, Plaintiffs' counsel will make an application for attorneys' fees and
reimbursement of expenses, to be paid in part by the partnerships and in part
from the Settlement Fund.  The Managing General Partner does not anticipate that
costs associated with this case will be material to the Partnership's overall
operations.

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

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

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

The Partnership's investment property consists of one apartment complex.  The
following table sets forth the average occupancy of the property for the nine
months ended September 30, 1999 and 1998:

                                           Average Occupancy
Property                                    1999       1998

Fox Run Apartments                          98%        96%
  Plainsboro, New Jersey

Results from Operations

The Partnership's net income for the nine months ended September 30, 1999 was
approximately $1,715,000 compared to approximately $183,000 for the
corresponding period in 1998.  The Partnership recorded net income of
approximately $300,000 for the three months ended September 30, 1999 compared to
a net loss of approximately $44,000 for the corresponding period in 1998.  The
increase in net income for the nine months ended September 30, 1999 compared to
the corresponding period in 1998 is primarily due to the recognition of the gain
on disposal of the Princeton Meadows Golf Course Joint Venture.  Income before
equity in income and extraordinary loss on debt extinguishment of joint venture
for the three and nine months ended September 30, 1999 increased as compared to
the corresponding periods in 1998 due to an increase in total revenues and a
decrease in total expenses. The increase in revenues was primarily the result of
an increase in rental income at Fox Run Apartments due to an increase in average
occupancy and the average rental rate.  The increase in revenues for the nine
month period was partially offset by a decrease in other income and casualty
gain.

In October, 1997, there was a fire at Fox Run Apartments that completely
destroyed the clubhouse and office.  In prior years, a gain was recognized only
to the extent of the loss recognized due to the write-off of assets.  A casualty
gain of approximately $346,000 was recognized during the nine months ended
September 30, 1998 resulting from the partial receipt of anticipated insurance
proceeds. The insurance claim relating to this fire has been settled with
additional proceeds of $75,000 and $120,000 being received during the three
months ended December 31, 1998 and the nine months ended September 30, 1999,
respectively.  Total insurance proceeds received approximated the costs incurred
to replace the assets.

Total expenses for the three and nine months ended September 30, 1999 decreased,
as compared with the comparable periods in 1998, primarily due to a decrease in
operating expense and, to a lesser extent, decreases in interest and property
tax expense.  The decrease in operating expense is primarily attributable to
decreases in salaries and related expenses, utilities, and insurance expense.
Insurance expense decreased due to a change in insurance carriers.  Also
contributing to the decrease in operating expense is the completion of interior
painting and landscaping projects at the property during the nine months ended
September 30, 1998.  Interest expense decreased primarily due to the repayment
of the AMIT note payable, which was collateralized by the Partnership's
investment in the Joint Venture.  In June 1999, the Partnership paid off the
principal balance of the AMIT note plus accrued interest upon receiving its
share of net proceeds from the sale of Princeton Meadows Golf Course.

General and administrative expense remained relatively constant for the nine
months ended September 30, 1999.  Included in general and administrative expense
at both September 30, 1999 and 1998 are management reimbursements to the
Managing General Partner allowed under the Partnership Agreement.  In addition,
costs associated with the quarterly and annual communications with investors and
regulatory agencies and the annual audit required by the Partnership Agreement
are also included.

The Partnership had a 41.1% investment in Princeton Meadows Golf Course Joint
Venture.  On February 26, 1999, the Joint Venture sold the Princeton Meadows
Golf Course to an unaffiliated third party for gross sale proceeds of
$5,100,000.  The Joint Venture received net proceeds of $3,411,000 after payment
of closing costs, and repayment of the mortgage principal and accrued interest
resulting in a gain on sale of approximately $3,088,000.  For the nine months
ended September 30, 1999 the Partnership realized equity in income of the Joint
Venture of approximately $1,214,000, which included its equity in the gain on
disposal of Princeton Meadows Golf Course of $1,269,000 and the equity in loss
on operations of $55,000, as compared to equity in income of the Joint Venture
of approximately $55,000 for the nine months ended September 30, 1998.

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

Liquidity and Capital Resources

At September 30, 1999, the Partnership had cash and cash equivalents of
approximately $2,354,000 as compared to approximately $1,114,000 at September
30, 1998.  Cash and cash equivalents increased approximately $1,147,000 for the
nine month period ended September 30, 1999, from the Registrant's fiscal year-
end and is primarily due to approximately $1,537,000 of cash provided by
operating activities and approximately $948,000 of cash provided by investing
activities, which is partially offset by approximately $1,338,000 of cash used
in financing activities.  Cash provided by investing activities consisted
primarily of distributions from the Joint Venture, and to a lesser extent, the
repayment of advances to the Joint Venture and insurance proceeds received as a
result of the casualty at Fox Run Apartments, all of which was partially offset
by property improvements and replacements.  Cash used in financing activities
consisted primarily of payments of principal made on the mortgages encumbering
Fox Run Apartments and, to a lesser extent, the repayment of the AMIT note
payable and distributions to partners.  The Registrant invests its working
capital reserves in a money market account.

The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership and to comply with Federal, state,
and local legal and regulatory requirements.

Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Managing General
Partner on interior improvements, it is estimated that Fox Run Apartments
requires approximately $2,192,000 of capital improvements over the next few
years.  The Partnership has budgeted, but is not limited to, capital
improvements of approximately $2,021,000 for 1999 at the property, which include
certain of the required improvements and consist of roof upgrades, landscaping
and irrigation improvements, and parking lot upgrades.  As of September 30,
1999, the Partnership spent approximately $674,000 on capital improvements at
Fox Run Apartments, primarily consisting of interior decorating, parking lot
improvements, swimming pool enhancements, landscaping, appliance replacements,
water heater and electrical upgrades and property replacements due to the 1997
fire at the property.  These improvements were funded from cash flow.  The
additional capital improvements planned for 1999 at the Partnership's property
will be incurred only if cash is available from operations and Partnership
reserves.  To the extent that such budgeted capital improvements are completed,
the Registrant's distributable cash flow, if any, may be adversely affected at
least in the short term.

The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant.  The mortgage
indebtedness of approximately $30,130,000 encumbering Fox Run is being amortized
over periods ranging from 15 to 30 years with a balloon payment of $29,107,000
due January 2002.  The Managing General Partner may attempt to refinance such
indebtedness and/or sell the property prior to such maturity date.  If the
property cannot be refinanced or sold for a sufficient amount, the Partnership
will risk losing such property through foreclosure.

During the nine months ended September 30, 1999, a distribution of $200,000 was
paid to partners, of which $198,000 was paid to limited partners (approximately
$5.00 per limited partnership unit).  There were no cash distributions made
during the nine months ended September 30, 1998.  Future cash distributions will
depend on the levels of net cash generated from operations, the availability of
cash reserves and the timing of the debt maturities, refinancings and/or sale of
the property. The Partnership's distribution policy will be reviewed on a
quarterly basis. There can be no assurance, however, that the Partnership will
generate sufficient funds from operations, after required capital improvement
expenditures, to permit additional distributions to its partners during the
remainder of 1999 or subsequent periods.

Tender Offers

On May 13, 1999 and on August 19, 1999, AIMCO Properties, L.P., an affiliate of
the Managing General Partner commenced tender offers to purchase limited
partnership interest in the Partnership for a purchase price of $77 and $110 per
unit, respectively.  The June offer expired on July 30, 1999 and the August
offer expired on October 22, 1999.  Pursuant to the offers, AIMCO Properties,
L.P. acquired 2,432 units.  As a result, AIMCO and its affiliates currently own
13,626 units of limited partnership interest in the Partnership representing
approximately 34.4% of the total outstanding units.  It is possible that AIMCO
or its affiliate will make one or more additional offers to acquire additional
limited partnership interests in the Partnership for cash or in exchange for
units in the operating partnership of AIMCO.
(See "Item 1. Financial Statements, Note G - Legal Proceedings").

Year 2000 Compliance

General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems

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

Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999.  The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.

The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation.  To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems.  The status of each
is detailed below.

Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase

Computer Hardware:

During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional.  In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance.  The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of September 30, 1999, had virtually completed this effort.

The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date.

Computer Software:

The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs.  Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.

In April 1999 the Managing Agent embarked on a data center consolidation project
that unifies its core financial systems under its Year 2000 compliant system.
The estimated completion date for this project is October 1999.

During 1998, the Managing agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems.  The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and testing process was
completed in June 1999.

The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded virtually all of the server operating systems.

Operating Equipment:

The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance.  In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).

The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems.  While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.

A pre-assessment of the properties by the Managing Agent has indicated virtually
no Year 2000 issues.  A complete, formal assessment of all the properties by the
Managing Agent was virtually completed by September 30, 1999.  Any operating
equipment that is found non-compliant will be repaired or replaced.

The total cost incurred for all properties managed by the Managing Agent as of
September 30, 1999 to replace or repair the operating equipment was
approximately $75,000. The Managing Agent estimates the cost to replace or
repair any remaining operating equipment is approximately $125,000.

The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.

Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000

The Managing Agent has banking relationships with three major financial
institutions, all of which have designated their compliance.  The Managing Agent
has updated data transmission standards with all of the financial institutions.
All financial institutions have communicated that they are Year 2000 compliant
and accordingly no accounts were required to be moved from the existing
financial institutions.

The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent).  To date, the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.

The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.

Costs to Address Year 2000

The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows.  To date, the
Managing Agent has incurred approximately $2.9 million ($0.7 million expenses
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project.  Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized.  The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.

Risks Associated with the Year 2000

The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner.  As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program.  In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur.  The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.

In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership.  The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records.  The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.

Contingency Plans Associated with the Year 2000

The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others.  These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.

                          PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo.  The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities.  The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Part I _ Financial Information, Item 1. Financial Statements, Note B _ Transfer
of Control").  The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership.  On June 25, 1998, the
Managing General Partner filed a motion seeking dismissal of the action.  In
lieu of responding to the motion, the plaintiffs have filed an amended
complaint. The Managing General Partner filed demurrers to the amended complaint
which were heard February 1999.  Pending the ruling on such demurrers,
settlement negotiations commenced.  On November 2, 1999, the parties executed
and filed a Stipulation of Settlement ("Stipulation"), settling claims, subject
to final court approval, on behalf of the Partnership and all limited partners
who own units as of November 3, 1999.  The Court has preliminarily approved the
Settlement and scheduled a final approval hearing for December 10, 1999.  In
exchange for a release of all claims, the Stipulation provides that, among other
things, an affiliate of the Managing General Partner will make tender offers for
all outstanding limited partnership interests in 49 partnerships, including the
Registrant, subject to the terms and conditions set forth in the Stipulation,
and has agreed to establish a reserve to pay an additional amount in settlement
to qualifying class members (the "Settlement Fund").  At the final approval
hearing, Plaintiffs' counsel will make an application for attorneys' fees and
reimbursement of expenses, to be paid in part by the partnerships and in part
from the Settlement Fund.  The Managing General Partner does not anticipate that
costs associated with this case will be material to the Partnership's overall
operations.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          a)   Exhibits:

               Exhibit 27 is filed as an exhibit to this report.

          b)   Reports on Form 8-K:


               None filed during the quarter ended September 30, 1999.


                                   SIGNATURES



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



                                 ANGELES PARTNERS XI

                                 By:     Angeles Realty Corporation II
                                         Managing General Partner

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

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

                                 Date: