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, 2000


[ ] 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, 2000

<TABLE>
<CAPTION>

Assets

<S>                                                            <C>            <C>
   Cash and cash equivalents                                                 $   772
   Receivables and deposits                                                      634
   Other assets                                                                  211
   Investment in joint venture                                                     4
   Investment property:
      Land                                                    $  3,998
      Buildings and related personal property                   27,857
                                                                31,855

      Less accumulated depreciation                            (21,304)       10,551
                                                                            $ 12,172

Liabilities and Partners' Deficit
Liabilities

   Accounts payable                                                         $     61
   Tenant security deposits                                                      620
   Due to affiliate                                                               45
   Other liabilities                                                             423
   Mortgage notes payable                                                     29,674

Partners' Deficit

   General partners                                             $ (503)
   Limited partners (39,627 units issued and
      outstanding)                                             (18,148)      (18,651)
                                                                            $ 12,172

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>



b)
                               ANGELES PARTNERS XI

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)

<TABLE>
<CAPTION>

                                                   Three Months Ended      Nine Months Ended
                                                      September 30,          September 30,
                                                    2000        1999        2000       1999
Revenues:
<S>                                              <C>         <C>         <C>        <C>
   Rental income                                 $ 2,052     $ 1,913     $ 5,924    $ 5,707
   Other income                                      131         117         439        298
   Casualty gain                                      --         120          --        120
     Total revenues                                2,183       2,150       6,363      6,125

Expenses:
   Operating                                         600         515       1,912      1,625
   General and administrative                         93          44         191        147
   Depreciation                                      393         384       1,162      1,128
   Interest                                          685         698       2,053      2,141
   Property taxes                                    208         203         626        580
     Total expenses                                1,979       1,844       5,944      5,621

Income before equity in (loss) income and
  extraordinary loss on debt
  extinguishment of joint venture                    204         306         419        504

Equity in (loss) income of joint
  venture (Note D)                                    --          (6)         --      1,214
Income before equity in extraordinary
  loss on debt extinguishment of joint
  venture                                            204         300         419      1,718

Equity in extraordinary loss on debt
  extinguishment (Note D)                             --          --          --         (3)

Net income                                       $   204     $   300     $   419    $ 1,715

Net income allocated to general partners (1%)    $     2     $     3     $     4    $    17

Net income allocated to limited partners (99%)       202         297         415      1,698
                                                 $   204     $   300     $   419    $ 1,715
Net income per limited partnership unit:
    Income before equity in extraordinary
       loss on debt extinguishment of joint
       venture                                   $  5.09     $  7.50     $ 10.47    $ 42.93
    Extraordinary loss                                --          --          --      (0.08)
                                                 $  5.09     $  7.50     $ 10.47    $ 42.85
    Distributions per limited partnership unit   $    --     $  5.00     $ 44.59    $  5.00


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>




c)

                                ANGELES PARTNERS XI
               CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)

                          (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, 1999                   39,627        $ (489)     $ (16,796)    $(17,285)

Distributions to partners                  --            (18)       (1,767)      (1,785)

Net income for the nine months
   ended September 30, 2000                --              4           415          419

Partners' deficit
   at September 30, 2000               39,627        $ (503)     $ (18,148)    $(18,651)

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


d)
                               ANGELES PARTNERS XI

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                  (in thousands)

<TABLE>
<CAPTION>

                                                                     Nine Months Ended
                                                                       September 30,

                                                                     2000         1999
Cash flows from operating activities:

<S>                                                                <C>          <C>
  Net income                                                       $   419      $ 1,715
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Equity in income of joint venture                                    --       (1,214)
   Equity in extraordinary loss on debt extinguishment
      of joint venture                                                  --            3
   Depreciation                                                      1,162        1,128
   Amortization of loan costs                                           85           84
   Casualty gain                                                        --         (120)
   Change in accounts:
      Receivables and deposits                                         151          (24)
      Other assets                                                     (38)         (46)
      Accounts payable                                                  19           26
      Tenant security deposit liabilities                               51           34
      Due to affiliates                                                 45          (33)
      Other liabilities                                                100          (16)

       Net cash provided by operating activities                     1,994        1,537

Cash flows from investing activities:

  Property improvements and replacements                            (1,241)        (674)
  Insurance proceeds received related to casualty                       --          372
  Distributions from joint venture                                      --        1,086
  Repayment of advance to joint venture                                 --          164

       Net cash (used in) provided by investing activities          (1,241)         948

Cash flows from financing activities:

  Distributions to partners                                         (1,785)        (200)
  Payment on notes payable                                              --         (868)
  Payment of mortgage notes payable                                   (314)        (270)

       Net cash used in financing activities                        (2,099)      (1,338)

Net (decrease) increase in cash and cash equivalents                (1,346)       1,147

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

Cash and cash equivalents at end of period                         $   772      $ 2,354

Supplemental disclosure of cash flow information:

  Cash paid for interest                                           $ 1,747      $ 2,065

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>




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, 2000,  are not  necessarily
indicative  of the  results  that may be  expected  for the fiscal  year  ending
December 31, 2000. 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, 1999.

Principles of Consolidation

The Partnership's  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  has had or 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  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.

The  following  payments  owed to the Managing  General  Partner and  affiliates
during the nine months ended September 30, 2000 and 1999 were paid or accrued:

                                                              2000       1999
                                                              (in thousands)
   Property management fees (included in
     operating expense)                                       $316       $297
   Reimbursement for services of affiliates (included
     in general and administrative and operating
     expenses and investment property)                         243         90
   Due to affiliates                                            45         --

During the nine months  ended  September  30, 2000 and 1999,  affiliates  of the
Managing  General Partner were entitled to receive 5% of gross receipts from the
Registrant's property for providing property management services. The Registrant
paid to such affiliates  approximately $316,000 and $297,000 for the nine months
ended September 30, 2000 and 1999, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $243,000 and
$90,000 for the nine months  ended  September  30, 2000 and 1999,  respectively.
Included in these  expenses  at  September  30,  2000 and 1999 is  approximately
$104,000 and $6,000, respectively,  in reimbursements for construction oversight
costs.  Also,  approximately  $45,000 of these  reimbursements  were accrued and
included in "Due to affiliate" at September 30, 2000.

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.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 23,273 limited partnership
units in the Partnership  representing 58.73% of the outstanding units. 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 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.  In this  regard,  on July 24, 2000,  an  affiliate of AIMCO  commenced a
tender offer to purchase any and all of the remaining  partnership interests for
a purchase  price of $334 per limited  partnership  unit.  This offer expired on
September  28, 2000 with a total of 1,830  units  acquired  by an  affiliate  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  58.73% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
their affiliation with the Managing General Partner.

Note D - Investment in Joint Venture

The  Partnership has 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.  As of
September 30, 1999, the Joint Venture  recorded a gain on sale of  approximately
$3,088,000 after the write-off of undepreciated fixed assets. In connection with
the sale, a commission of approximately $153,000 was paid to the Joint Venture's
managing  general  partner in accordance with the Joint Venture  Agreement.  The
Partnership's  1999  pro-rata  share  of this  gain at  September  30,  1999 was
approximately  $1,269,000  and its  equity  in loss on  operations  of the Joint
Venture at  September  30, 1999  amounted to  approximately  $55,000.  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, 2000,
is as follows (in thousands):

                    Assets

                    Cash                                $    16
                      Total                             $    16

                    Liabilities and Partners' Capital
                    Other liabilities                   $     6
                    Partners' capital                        10
                      Total                             $    16

The  condensed  statement of operations of the Joint Venture for the nine months
ended September 30, 2000 and 1999 are summarized as follows (in thousands):

<TABLE>
<CAPTION>

                                             Three Months Ended      Nine Months Ended
                                               September 30,           September 30,
                                              2000       1999        2000        1999

<S>                                           <C>         <C>         <C>        <C>
Revenues                                      $  --       $   4       $  --      $   94
Costs and expenses                               --          --          --        (230)
Income (loss) before gain on sale of
  investment property and extraordinary
  loss on extinguishment of debt                 --           4          --        (136)
Gain (loss) on sale of investment
  property                                       --         (20)         --       3,088
Extraordinary loss on extinguishment
  of debt                                        --          --          --          (7)
Net income (loss)                             $  --       $ (16)      $  --      $2,945
</TABLE>


The Partnership  recognized its 41.1% equity income of approximately  $1,214,000
in the  Joint  Venture  for the  nine  months  ended  September  30,  1999.  The
Partnership also realized an  extraordinary  loss on  extinguishment  of debt of
$3,000  for the  nine  months  ended  September  30,  1999.  Due to the  sale of
Princeton  Meadows  Golf  Course in  February  1999,  the Joint  Venture  had no
operations  during the nine months  ended  September  30,  2000.  Therefore  the
Partnership  did not recognize any equity in income of the Joint Venture for the
nine months ended September 30, 2000. In addition,  the Partnership  anticipates
that during the fourth quarter of 2000, all remaining  assets and liabilities of
the Joint Venture will be liquidated.

Note E - Distributions

A distribution  of  approximately  $1,785,000  (approximately  $1,767,000 to the
limited partners,  $44.59 per limited partnership unit) was paid from operations
during the nine months ended  September  30, 2000.  During the nine months ended
September  30,  1999, a  distribution  of  approximately  $200,000 was paid from
operations to the partners,  of which $198,000 was paid to the limited  partners
(approximately $5.00 per limited partnership unit).  Subsequent to September 30,
2000, the Partnership declared and paid a distribution of approximately $294,000
(approximately  $291,000 to limited  partners  or $7.34 per limited  partnership
unit) from operations.

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

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.

Segment  information  for the three and nine months ended September 30, 2000 and
1999, is shown in the tables below (in  thousands).  The "Other" column includes
Partnership administration related items and income and expense not allocated to
the reportable segment.

 Three Months Ended September 30, 2000   Residential    Other    Totals
Rental income                              $ 2,052      $ --     $ 2,052
Other income                                   130          1        131
Interest expense                               685         --        685
Depreciation                                   393         --        393
General and administrative expense              --         93         93
Segment profit (loss)                          296        (92)       204

  Nine months Ended September 30, 2000   Residential    Other    Totals
Rental income                              $ 5,924      $ --     $ 5,924
Other income                                   414         25        439
Interest expense                             2,053         --      2,053
Depreciation                                 1,162         --      1,162
General and administrative expense              --        191        191
Segment profit (loss)                          585       (166)       419
Total assets                                12,020        152     12,172
Capital expenditures for
  investment property                        1,241         --      1,241

 Three Months Ended September 30, 1999   Residential    Other     Totals
Rental income                              $ 1,913      $ --     $ 1,913
Other income                                   107         10        117
Casualty gain                                  120         --        120
Interest expense                               698         --        698
Depreciation                                   384         --        384
General and administrative expense              --         44         44
Equity in (loss) of joint venture               --         (6)        (6)
Segment profit                                 340        (40)       300

 Nine Months Ended September 30, 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 property                         674           --        674


<PAGE>



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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims,  subject to final court approval,  on behalf of the Partnership
and all limited  partners  who owned  units as of November 3, 1999.  Preliminary
approval of the settlement  was obtained on November 3, 1999 from the Court,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing,  the Court received various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying them from the case. The Court is considering applications for lead
counsel and has  currently  scheduled a hearing on the matter for  November  20,
2000. 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 OPERATION

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 disclosure
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 Registrant's business and results of operations,  including  forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operations. Accordingly,
actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements as a result of a number of factors,  including those
identified herein.

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, 2000 and 1999:

                                                   Average Occupancy

      Property                                      2000       1999

      Fox Run Apartments                            96%        98%
        Plainsboro, New Jersey

Results from Operations

The  Partnership's  net income for the nine months ended  September 30, 2000 was
approximately   $419,000   compared   to   approximately   $1,715,000   for  the
corresponding  period  in  1999.  The net  income  for the  three  months  ended
September 30, 2000 was approximately $204,000 compared to approximately $300,000
for the  corresponding  period in 1999.  The decrease in net income for the nine
months ended  September  30, 2000 is  primarily  due to the  recognition  of the
equity in income from the gain on disposal of the Princeton  Meadows Golf Course
Joint Venture ("Joint Venture") during the nine months ended September 30, 1999,
as discussed below. Income before equity in (loss) income and extraordinary loss
on debt  extinguishment  of the joint venture for both the three and nine months
ended September 30, 2000 decreased as compared to the  corresponding  periods in
1999 due to an  increase  in total  expenses  which was  partially  offset by an
increase to total  revenues.  The  increase in total  revenues was the result of
increases in rental income and other income.  The increase in rental  revenue is
due to an increase in average  rental rates which more than offset a decrease in
average  occupancy at the property.  Other income  increased due to increases in
corporate unit revenue,  clubhouse  rental income,  cable rebates,  and interest
income.

Total expenses for the three and nine months ended  September 30, 2000 increased
due to  increases  in operating  expenses,  property  tax expense,  depreciation
expense and general and administrative expenses, partially offset by a decreases
in interest expense.  The increase in operating expenses was due to increases in
utilities,  interior painting,  floor covering repair, snow removal, and payroll
costs.  Property tax expense  increased  due to the timing of the receipt of tax
bills in 1999,  which affected the accruals at September 30, 1999.  Depreciation
expense  increased  due to capital  asset  expenditures  during the past  twelve
months.  Interest expense  decreased  primarily due to the repayment of the note
payable  to  Angeles  Mortgage  Investment  Trust  ("AMIT")  in 1999,  which was
collateralized  by the  Partnership's  investment in the Joint Venture.  In June
1999,  the  Partnership  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  expenses  increased  during the nine  months  ended
September  30, 2000 due to an  increase in the cost of services  included in the
management   reimbursements   to  the  General  Partner  as  allowed  under  the
Partnership Agreement.  This increase in general and administrative expenses was
partially  offset by a decrease in legal costs due to the  settlement of a legal
dispute,  which  was  previously  disclosed  during  1999.  In  addition,   cost
associated  with the  quarterly  and annual  communications  with  investors and
regulatory  agencies and the annual audit required by the Partnership  Agreement
are also included.

The  Partnership has a 41.1%  investment in Princeton  Meadows Golf Course Joint
Venture. On February 26, 1999, the Joint Venture sold the Princeton Meadows Golf
Course to an unaffiliated third party for gross sale proceeds of $5,100,000. The
Joint  Venture  received net  proceeds of  $3,411,000  after  payment of closing
costs,  and  repayment of the mortgage  principal  and accrued  interest.  As of
September  30, 1999 the Joint Venture  recorded a gain on sale of  approximately
$3,088,000  after the  write-off of  undepreciated  fixed  assets.  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.  For the nine months ended  September 30, 2000,
Princeton  Meadows  Golf  Course  did not have any  operations,  therefore,  the
Partnership did not recognize any equity earnings from the Joint Venture.

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

Liquidity and Capital Resources

At  September  30,  2000,  the  Partnership  had cash and  cash  equivalents  of
approximately $772,000 as compared to approximately  $2,354,000 at September 30,
1999.  Cash and cash  equivalents  decreased  approximately  $1,346,000  for the
period ended  September 30, 2000, from the  Registrant's  fiscal year-end and is
primarily due to approximately  $2,099,000 of cash used in financing  activities
and  approximately  $1,241,000  of cash used in  investing  activities  which is
partially  offset by  approximately  $1,994,000 of cash provided by  operations.
Cash  used in  investing  activities  consisted  of  property  improvements  and
replacements.   Cash  used  in  financing   activities  consisted  primarily  of
distributions to partners and, to a lesser extent, payments of principal made on
the mortgages encumbering Fox Run Apartments. The Registrant invests its working
capital reserves in a money market account.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership and to comply with Federal,  state,
and local  legal and  regulatory  requirements.  The  Partnership  has  budgeted
approximately  $465,000 for capital  improvements  for the property  during 2000
consisting primarily of heating improvements, appliances and floor coverings. In
addition approximately  $1,200,000 has been added to the 2000 budget to complete
work begun in 1999 but not yet completed.  This amount consists of costs for air
conditioning and parking lot upgrades. As of September 30, 2000, the Partnership
spent approximately  $1,241,000 on capital improvements at Fox Run Apartments of
which  approximately  $930,000 relates to 1999 budgeted items completed in 2000.
These improvements consisted primarily of cabinet replacements, carpet and vinyl
replacements,  resurfacing,  appliances,  air conditioning units, and electrical
upgrades.  These  improvements  were  funded  from  cash  flow.  The  additional
improvements  planned for 2000 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  $29,674,000  encumbering  Fox Run Apartments is
being amortized over periods  ranging from 15 to 27 years with balloon  payments
of  $29,108,000  due January 2002. The Managing  General  Partner may attempt to
refinance  such  indebtedness  and/or sell the property  prior to such  maturity
date. If the property cannot be refinanced or sold for a sufficient  amount, the
Partnership will risk losing such property through foreclosure.

A distribution  of  approximately  $1,785,000  (approximately  $1,767,000 to the
limited partners,  $44.59 per limited partnership unit) was paid from operations
during the nine months ended  September  30, 2000.  During the nine months ended
September  30,  1999, a  distribution  of  approximately  $200,000 was paid from
operations to the partners,  of which $198,000 was paid to the limited  partners
(approximately $5.00 per limited partnership unit).  Subsequent to September 30,
2000, the Partnership declared and paid a distribution of approximately $294,000
(approximately  $291,000 to limited  partners  or $7.34 per limited  partnership
unit) from operations.  Future cash  distributions  will depend on the levels of
net cash generated from  operations,  the  availability of cash reserves and the
timing of the debt  maturities,  refinancings  and/or sale of the property.  The
Partnership's  distribution policy is reviewed on a semi-annual basis. There can
be no assurance,  however,  that the Partnership will generate  sufficient funds
from operations,  after required  capital  improvement  expenditures,  to permit
additional  distributions  to its  partners  during  the  remainder  of  2000 or
subsequent periods.

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  its Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging the acquisition of interests in certain general partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited  partnership units; the management of partnerships
by the  Insignia  affiliates;  and the  Insignia  Merger.  The  plaintiffs  seek
monetary damages and equitable  relief,  including  judicial  dissolution of the
Partnership.  On June 25, 1998,  the  Managing  General  Partner  filed a motion
seeking  dismissal  of the action.  In lieu of  responding  to the  motion,  the
plaintiffs have filed an amended  complaint.  The Managing General Partner filed
demurrers to the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims,  subject to final court approval,  on behalf of the Partnership
and all limited  partners  who owned  units as of November 3, 1999.  Preliminary
approval of the settlement  was obtained on November 3, 1999 from the Court,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing,  the Court received various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying them from the case. The Court is considering applications for lead
counsel and has  currently  scheduled a hearing on the matter for  November  20,
2000. 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, 2000.


<PAGE>


                                   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:   November 13, 2000