UNITED STATES
                         SECURITIES EXCHANGE ACT OF 1934
                             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 March 31, 2003


[ ] 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)




                         PART I - FINANCIAL INFORMATION



ITEM 1.     Financial Statements


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

                                 March 31, 2003

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 475
   Receivables and deposits                                                      248
   Restricted escrows                                                            625
   Other assets                                                                  351
   Investment property:
      Land                                                    $ 3,998
      Buildings and related personal property                   32,548
                                                                36,546
      Less accumulated depreciation                            (26,177)       10,369
                                                                            $ 12,068

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 518
   Tenant security deposit liabilities                                           385
   Other liabilities                                                             212
   Mortgage note payable                                                      33,921

Partners' Deficit
   General partners                                             $ (547)
   Limited partners (39,627 units issued and
      outstanding)                                             (22,421)      (22,968)
                                                                            $ 12,068


                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

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







                                                           Three Months Ended
                                                               March 31,
                                                             2003     2002
Revenues:
   Rental income                                           $1,873    $2,074
   Other income                                                84       169
   Casualty gain                                                4        --
      Total revenues                                        1,961     2,243
Expenses:
   Operating                                                  640       657
   General and administrative                                 185        73
   Depreciation                                               542       523
   Interest                                                   580       595
   Property taxes                                             265       264
      Total expenses                                        2,212     2,112

Net (loss) income                                          $ (251)   $  131

Net (loss) income  allocated to general partners (1%)      $   (3)   $    1
Net (loss) income allocated to limited partners (99%)        (248)      130

                                                           $ (251)   $  131

Net (loss) income per limited partnership unit             $(6.26)   $ 3.28

Distributions per limited partnership unit                 $ 3.36    $   --


                See Accompanying Notes to Consolidated Financial Statements

                                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, 2002                   39,627         $ (543)    $ (22,040)    $(22,583)

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

Net loss for the three
   months ended March 31, 2003             --             (3)         (248)        (251)

Partners' deficit
   at March 31, 2003                   39,627        $ (547)     $ (22,421)    $(22,968)

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

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

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                     March 31,
                                                                    2003      2002
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net (loss) income                                             $  (251)     $   131
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
   Depreciation                                                     542          523
   Amortization of loan costs                                         4            4
   Casualty gain                                                     (4)          --
   Change in accounts:
      Receivables and deposits                                       61          369
      Other assets                                                   92         (218)
      Accounts payable                                               46            9
      Tenant security deposit liabilities                            --          (31)
      Other liabilities                                            (131)        (144)
       Net cash provided by operating activities                    359          643

Cash flows from investing activities:
  Property improvements and replacements                           (283)        (681)
  Insurance proceeds received                                         4           --
       Net cash used in investing activities                       (279)        (681)

Cash flows from financing activities:
  Payments on mortgage note payable                                (148)        (209)
  Distributions to partners                                        (134)          --
       Net cash used in financing activities                       (282)        (209)

Net decrease in cash and cash equivalents                          (202)        (247)

Cash and cash equivalents at beginning of period                    677          460

Cash and cash equivalents at end of period                      $   475      $   213

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $   446      $   590
Supplemental disclosure of non-cash information:
  Property improvements and replacements included in
      accounts payable                                          $   365      $   110


Included in property  improvements  and  replacements for the three months ended
March 31, 2003 and 2002, are approximately $161,000 and $259,000,  respectively,
of improvements which were included in accounts payable at December 31, 2002 and
2001, respectively.

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                               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 month period ended March 31, 2003, are not  necessarily  indicative of the
results that may be expected for the fiscal year ending  December 31, 2003.  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, 2002.  The  Managing  General  Partner is an
affiliate of Apartment  Investment and Management Company ("AIMCO"),  a publicly
traded real estate investment trust.

Note B - 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.

In exchange for property management services, affiliates of the Managing General
Partner are  entitled  to receive 5% of gross  receipts  from the  Partnership's
property.  The Partnership  paid to such affiliates  approximately  $100,000 and
$113,000 for the three months ended March 31, 2003 and 2002, respectively, which
is included in operating expenses.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative  expenses amounting to approximately $66,000 and $122,000 for the
three months ended March 31, 2003 and 2002, respectively,  which are included in
general and administrative  expenses and investment property.  Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the Managing General Partner of  approximately  $22,000 and $66,000
for  the  three  months  ended  March  31,  2003  and  2002,  respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current additions to investment property.

The  Partnership  Agreement  provides  for a fee equal to 7.5% of "net cash flow
from  operations",  as defined in the Partnership  Agreement,  to be paid to the
Managing General Partner for executive and administrative  management  services.
One half of this fee is to be accrued and not paid  unless the limited  partners
have  received  distributions  equal to a 5%  cumulative  annual return on their
adjusted capital investment as defined in the Partnership Agreement. This return
criteria has not been met. During the three months ended March 31, 2003 and 2002
no fees were earned or paid.  At March 31,  2003,  the  Partnership  has accrued
approximately $43,000 of Partnership  management fees which is included in other
liabilities  on the  accompanying  consolidated  balance  sheet.  Of this amount
$25,000 will remain accrued until criteria for payment has been met.

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

Note C - Casualties

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

During the three months ended March 31, 2003,  additional  insurance proceeds of
approximately $4,000 were received and recorded as additional casualty gain.

Note D - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the trial date of January
13, 2003 (as well as the pre-trial and discovery  cut-off  dates) and stayed the
case in its entirety  through November 7, 2002 so that the parties could have an
opportunity  to discuss  settlement.  On October 30, 2002,  the court entered an
order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action  described below. On April
4, 2003, the Court preliminarily approved the settlement and scheduled a hearing
on final approval for June 2, 2003.

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

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment; and judicial dissolution.

Plaintiffs in the Nuanes action filed a motion to consolidate  the Heller action
with the Nuanes  action and stated that the Heller  action was filed in order to
preserve the derivative claims that were dismissed without leave to amend in the
Nuanes  action by the Court order dated July 10, 2001.  On October 5, 2001,  the
Managing  General  Partner and affiliated  defendants  moved to strike the first
amended  complaint in its entirety for violating the Court's July 10, 2001 order
granting in part and denying in part defendants'  demurrer in the Nuanes action,
or  alternatively,  to strike  certain  portions of the  complaint  based on the
statute of  limitations.  Other  defendants in the action demurred to the fourth
amended  complaint,  and,  alternatively,  moved to  strike  the  complaint.  On
December 11, 2001,  the court heard argument on the motions and took the matters
under  submission.  On February 4, 2002,  the Court  served  notice of its order
granting defendants' motion to strike the Heller complaint as a violation of its
July 10, 2001 order in the Nuanes  action.  On March 27,  2002,  the  plaintiffs
filed a notice  appealing the order  striking the complaint.  Before  completing
briefing on the appeal,  the parties  stayed  further  proceedings in the appeal
pending the Court's  review of the terms of the  proposed  settlement  described
above.

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

The  Partnership is unaware of any other pending or outstanding  litigation 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 report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  Actual  results may
differ  materially  from those described in the  forward-looking  statements and
will  be  affected  by  a  variety  of  risks  and  factors  including,  without
limitation:  national and local economic  conditions;  the terms of governmental
regulations that affect the Registrant and interpretations of those regulations;
the competitive  environment in which the Registrant operates;  financing risks,
including the risk that cash flows from  operations may be  insufficient to meet
required  payments of  principal  and  interest;  real estate  risks,  including
variations  of real  estate  values and the  general  economic  climate in local
markets and competition for tenants in such markets; and possible  environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

The Partnership's  investment  property consists of one apartment  complex.  The
following  table sets forth the average  occupancy of the property for the three
months ended March 31, 2003 and 2002:

                                                   Average Occupancy
      Property                                      2003       2002

      Fox Run Apartments                            89%        95%
        Plainsboro, New Jersey

The  Managing  General  Partner  attributes  the decrease in occupancy to a weak
economy and lay offs in the local area.

Results of Operations

The  Partnership's  net loss for the  three  months  ended  March  31,  2003 was
approximately  $251,000 compared to net income of approximately $131,000 for the
corresponding  period in 2002.  The  decrease in net income for the three months
ended March 31, 2003  compared to the  corresponding  period in 2002 is due to a
decrease in total  revenue and an increase  in total  expenses.  Total  revenues
decreased for the three months ended March 31, 2003,  primarily due to decreases
in rental revenue and other income.  Rental revenue  decreased due to a decrease
in rental  rates and a decrease in  occupancy  at the  Partnership's  investment
property. Other income decreased due to a decrease in recreational facility fees
and lease cancellation fees.

Total expenses increased for the three months ended March 31, 2003 primarily due
to an increase in general and administrative  expenses and depreciation expense,
partially  offset by a decrease  in  operating  expense  and  interest  expense.
Property tax expense remained constant for the comparable periods.  Depreciation
expense increased due to property  improvements and replacements during the past
twelve  months,  which are now being  depreciated.  General  and  administrative
expenses  increased for the three months ended March 31, 2003 primarily due to a
new  partnership  level tax based on the number of partners  in the  partnership
implemented  by the state of New Jersey in July 2002.  Also  included in general
and  administrative  expenses  are the cost of services  included as  management
reimbursements  to the Managing  General  Partner  allowed under the Partnership
Agreement,  costs associated with the quarterly and annual  communications  with
investors  and  regulatory  agencies  and  the  annual  audit  required  by  the
Partnership  Agreement.   Operating  expenses  decreased  due  to  decreases  in
administrative  expense  and  property  management  fees,  partially  offset  by
increased  maintenance  and insurance  expense.  The decrease in  administrative
expense is due to the timing of the  receipt  of the ad  valorem  tax bill.  The
decrease in  property  management  fees is due to a decrease  in rental  income.
Maintenance  expense increased due to an increase in snow removal and repairs at
Fox Run  Apartments.  Insurance  expense  increased due to an increase in hazard
insurance premiums. Interest expense decreased due to principle payments made on
the mortgage debt encumbering the Partnership's property.

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

During the three months ended March 31, 2003,  additional  insurance proceeds of
approximately $4,000 were received and recorded as additional casualty gain.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  monitors the rental market  environment of its  investment  property to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting  the  Partnership  from increases in expenses.  As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of  inflation-related  increases in expenses by increasing  rents and
maintaining a high overall  occupancy  level.  However,  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  March  31,  2003,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $475,000  compared to  approximately  $213,000 at March 31, 2002.
Cash and cash equivalents  decreased  approximately  $202,000 since December 31,
2002 due to  approximately  $282,000 and $279,000 of cash used in financing  and
investing activities respectively, partially offset by approximately $359,000 of
cash  provided  by  operating  activities.  Cash  used in  financing  activities
consisted  of  distributions  to partners  and  principal  payments  made on the
mortgage  encumbering  Fox Run  Apartments.  Cash used in  investing  activities
consisted  of property  improvements  and  replacements  expenditures  partially
offset by the receipt of insurance proceeds. The Partnership invests its working
capital reserves in interest-bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership and to comply with Federal,  state,
and local  legal and  regulatory  requirements.  The  Managing  General  Partner
monitors  developments  in the area of legal and  regulatory  compliance  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance, including increased legal and audit fees.

During  the  three  months  ended  March 31,  2003,  the  Partnership  completed
approximately $487,000 of capital improvements at Fox Run Apartments,  primarily
consisting  of a water  submetering  project,  water  heater and floor  covering
replacement,  and structural  improvements.  These improvements were funded from
operating cash flow. The Partnership  evaluates the capital improvement needs of
the property and currently expects to complete an additional  $64,000 in capital
improvements  during the remainder of 2003. The additional capital  improvements
will consist primarily of floor covering replacements,  appliance  replacements,
HVAC upgrades,  fencing,  pool enhancements,  exterior building improvements and
major landscaping.  Additional  capital  improvements may be considered and will
depend on the physical condition of the property as well as the anticipated cash
flow  generated  by the  property.  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  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  of  approximately  $33,921,000  encumbering  Fox Run Apartments is
being  amortized  over 20 years and matures in December 2021 at which time it is
expected to be fully amortized.

The Partnership  distributed the following amounts during the three months ended
March 31, 2003 and 2002 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                     For the three         Per        For the three         Per
                      Months Ended       Limited       Months Ended       Limited
                       March 31,       Partnership      March 31,       Partnership
                          2003            Unit             2002             Unit

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

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

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the availability of cash reserves,  the timing of the debt maturity
and refinancing  and/or sale of the property.  The Partnership's  cash available
for distribution is reviewed on a monthly basis.  There can be no assurance that
the Partnership will generate  sufficient funds from operations,  after required
capital  improvement  expenditures,  to  permit  further  distributions  to  its
partners in 2003 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 24,944 limited  partnership  units
(the "Units") in the Partnership representing 62.95% of the outstanding Units at
March 31, 2003. A number of these Units were acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will acquire additional units of limited partnership interest in the Partnership
in  exchange  for  cash or a  combination  of cash and  units  in the  operating
partnership of AIMCO either through  private  purchases or tender offers.  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
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Managing  General  Partner.  As a result of its  ownership of 62.95% of the
outstanding  Units,  AIMCO is in a position to control all voting decisions with
respect to the Partnership. Although the Managing General Partner owes fiduciary
duties to the limited partners of the Partnership,  the Managing General Partner
also owes fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the
duties of the Managing  General Partner,  as managing  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the Managing General Partner to AIMCO, as its sole stockholder.


Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the Partnership
to  make  estimates  and  assumptions.  The  Partnership  believes  that  of its
significant  accounting  policies,  the following may involve a higher degree of
judgment and complexity.

Impairment of Long-Lived Assets

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

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's   investment  property.  These  factors  include  changes  in  the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause impairment of the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

ITEM 3.     Controls and Procedures

The principal  executive officer and principal financial officer of the Managing
General Partner, who are the equivalent of the Partnership's principal executive
officer and principal financial officer,  respectively,  have, within 90 days of
the filing date of this quarterly  report,  evaluated the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.

                           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. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the trial date of January
13, 2003 (as well as the pre-trial and discovery  cut-off  dates) and stayed the
case in its entirety  through November 7, 2002 so that the parties could have an
opportunity  to discuss  settlement.  On October 30, 2002,  the court entered an
order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action  described below. On April
4, 2003, the Court preliminarily approved the settlement and scheduled a hearing
on final approval for June 2, 2003.

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

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment; and judicial dissolution.

Plaintiffs in the Nuanes action filed a motion to consolidate  the Heller action
with the Nuanes  action and stated that the Heller  action was filed in order to
preserve the derivative claims that were dismissed without leave to amend in the
Nuanes  action by the Court order dated July 10, 2001.  On October 5, 2001,  the
Managing  General  Partner and affiliated  defendants  moved to strike the first
amended  complaint in its entirety for violating the Court's July 10, 2001 order
granting in part and denying in part defendants'  demurrer in the Nuanes action,
or  alternatively,  to strike  certain  portions of the  complaint  based on the
statute of  limitations.  Other  defendants in the action demurred to the fourth
amended  complaint,  and,  alternatively,  moved to  strike  the  complaint.  On
December 11, 2001,  the court heard argument on the motions and took the matters
under  submission.  On February 4, 2002,  the Court  served  notice of its order
granting defendants' motion to strike the Heller complaint as a violation of its
July 10, 2001 order in the Nuanes  action.  On March 27,  2002,  the  plaintiffs
filed a notice  appealing the order  striking the complaint.  Before  completing
briefing on the appeal,  the parties  stayed  further  proceedings in the appeal
pending the Court's  review of the terms of the  proposed  settlement  described
above.

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

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

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

                  Exhibit 99, Certification  Pursuant to 18 U.S.C. Section 1350,
                  as Adopted Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.

            b) Reports on Form 8-K:

                  None filed during the quarter ended March 31, 2003.


                                   SIGNATURES



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



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

                                 By:     Angeles Realty Corporation II
                                         Managing General Partner

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

                                 By:     /s/Thomas C. Novosel
                                         Senior Vice President and
                                         Chief Accounting Officer

                                 Date:  May 14, 2003


                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


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


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 14, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive  Vice  President of Angeles Realty
                                    Corporation  II,  equivalent  of  the  chief
                                    executive officer of the Partnership

                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


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


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 14, 2003

                                    /s/Paul J. McAuliffe
                                    Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer of Angeles  Realty  Corporation  II,
                                    equivalent of the chief financial officer of
                                    the Partnership

Exhibit 99


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



In connection  with the Quarterly  Report on Form 10-QSB of Angeles  Partners XI
(the "Partnership"), for the quarterly period ended March 31, 2003 as filed with
the  Securities  and  Exchange  Commission  on the date hereof  (the  "Report"),
Patrick  J.  Foye,  as the  equivalent  of the chief  executive  officer  of the
Partnership,  and Paul J.  McAuliffe,  as the equivalent of the chief  financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

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

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


                                     /s/Patrick J. Foye
                               Name: Patrick J. Foye
                               Date: May 14, 2003


                                     /s/Paul J. McAuliffe
                               Name: Paul J. McAuliffe
                               Date: May 14, 2003

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