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 March 31, 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)

                                 March 31, 2000
<TABLE>
<CAPTION>

Assets

<S>                                                         <C>              <C>
   Cash and cash equivalents                                                $  2,611
   Receivables and deposits                                                      647
   Other assets                                                                  281
   Investment in joint venture                                                     4
   Investment property:
      Land                                                    $ 3,998
      Buildings and related personal property                  26,762
                                                               30,760

      Less accumulated depreciation                            (20,517)       10,243
                                                                            $ 13,786

Liabilities and Partners' Deficit
Liabilities

   Accounts payable                                                         $    103
   Tenant security deposits                                                      577
   Other liabilities                                                             463
   Mortgage notes payable                                                     29,907

Partners' Deficit

   General partners                                             $ (489)
   Limited partners (39,627 units issued and
      outstanding)                                             (16,775)      (17,264)
                                                                            $ 13,786

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

b)

                               ANGELES PARTNERS XI

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)


                                                           Three Months Ended
                                                               March 31,
                                                           2000        1999
Revenues:
   Rental income                                         $1,903       $1,886
   Other income                                              99           87
      Total revenues                                      2,002        1,973
Expenses:
   Operating                                                668          493
   General and administrative                                45           55
   Depreciation                                             375          378
   Interest                                                 684          727
   Property taxes                                           209          175
      Total expenses                                      1,981        1,828
Income before equity in income
 and extraordinary loss on
 debt extinguishment of joint venture                        21          145
Equity in income of joint
  venture (Note D)                                           --        1,144
Income before equity in
 extraordinary loss on debt
 extinguishment of joint venture                             21        1,289
Equity in extraordinary loss on
   debt extinguishment (Note D)                              --           (3)
Net income                                               $   21       $1,286

Net income allocated to general partners (1%)            $   --       $   13
Net income allocated to limited partners (99%)               21        1,273

                                                         $   21       $1,286
Net income per limited partnership unit:
    Income before equity in extraordinary loss on
      debt extinguishment of joint venture               $  .53       $32.20
    Extraordinary loss                                       --         (.08)
                                                         $  .53       $32.12

            See Accompanying Notes to Consolidated Financial Statements


<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)

Net income for the three months
   ended March 31, 2000                    --             --            21           21

Partners' deficit
   at March 31, 2000                   39,627        $ (489)     $ (16,775)    $(17,264)

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

d)
                               ANGELES PARTNERS XI

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)
                                  (in thousands)
<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,

                                                                  2000        1999
Cash flows from operating activities:

<S>                                                             <C>         <C>
  Net income                                                    $    21     $ 1,286
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Equity in income of joint venture                                 --      (1,144)
   Equity in extraordinary loss on debt extinguishment
      of joint venture                                               --           3
   Depreciation                                                     375         378
   Amortization of loan costs                                        28          28
  Change in accounts:
      Receivables and deposits                                      138        (231)
      Other assets                                                  (51)        (54)
      Accounts payable                                               61         (15)
      Tenant security deposit liabilities                             8          14
      Other liabilities                                             140         191

       Net cash provided by operating activities                    720         456

Cash flows used in investing activities:

  Property improvements and replacements                           (146)       (172)

Cash flows used in financing activities:

  Payment on mortgage notes payable                                 (81)        (68)

Net increase in cash and cash equivalents                           493         216

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

Cash and cash equivalents at end of period                      $ 2,611     $ 1,423

Supplemental disclosure of cash flow information:

  Cash paid for interest                                        $   434     $   699

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


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 month period ended March 31, 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  Partnerships  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 three months ended March 31, 2000 and 1999 were paid or accrued:

                                                              2000       1999
                                                              (in thousands)

   Property management fees (included in
     operating expense)                                       $ 99       $ 98
   Reimbursement for services of affiliates (included
     in general and administrative and operating
     expenses and investment property)                          30         33
   Due to affiliates                                            35         33

During  the three  months  ended  March 31,  2000 and  1999,  affiliates  of the
Managing  General Partner were entitled to receive 5% of gross receipts from the
Registrant's property for providing property management services. The Registrant
paid to such affiliates  approximately  $99,000 and $98,000 for the three months
ended March 31, 2000 and 1999, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $30,000 and
$33,000 for the three months ended March 31, 2000 and 1999, respectively.

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.

AIMCO and its affiliates  currently own 20,667 limited  partnership units in the
Partnership  representing  52.15% 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.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters. As a result of its
ownership  of  52.15%  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
March 31,  1999,  the Joint  Venture  recorded  a gain on sale of  approximately
$2,885,000  after the write-off of  undepreciated  fixed  assets.  Subsequent to
March 31, 1999,  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 March 31, 1999 was  approximately  $1,186,000  and its equity in loss on
operations  of the Joint  Venture at March 31, 1999  amounted  to  approximately
$42,000.  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 March 31, 2000, is
as follows (in thousands):

                    Assets

                    Cash                                $    17
                      Total                             $    17

                    Liabilities and Partners' Capital
                    Other liabilities                   $     7
                    Partners' capital                        10
                      Total                             $    17

The condensed  statement of operations of the Joint Venture for the three months
ended March 31, 2000 and 1999 are summarized as follows (in thousands):

                                                      Three Months Ended
                                                          March 31,
                                                     2000             1999

Revenues                                             $  --          $    30
Costs and expenses                                      --             (131)
Loss before gain on sale of
  investment property and extraordinary
  loss on extinguishment of debt                        --             (101)
Gain on sale of investment property                     --            2,885
Extraordinary loss on extinguishment
  of debt                                               --               (7)
Net income                                           $  --          $ 2,777

The Partnership  recognized its 41.1% equity income of approximately  $1,144,000
in the Joint Venture for the three months ended March 31, 1999. The  Partnership
also realized an extraordinary  loss on extinguishment of debt of $3,000 for the
three  months ended March 31,  1999.  Due to the sale of Princeton  Meadows Golf
Course in February  1999,  the Joint Venture had no operations  during the three
months ended March 31, 2000.  Therefore  the  Partnership  did not recognize any
equity in the Joint  Venture  for the three  months  ended  March 31,  2000.  In
addition, the Partnership  anticipates that after filing the final tax return of
the Joint Venture during the second  quarter of 2000,  all remaining  assets and
liabilities of the Joint Venture will be liquidated.

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

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

Note E - Segment Reporting

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

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

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on 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 months ended March 31, 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.

                   2000                    Residential   Other     Totals
  Rental income                              $ 1,903      $ --    $ 1,903
  Other income                                    89        10         99
  Interest expense                               684        --        684
  Depreciation                                   375        --        375
  General and administrative expense              --        45         45
  Segment profit (loss)                           56       (35)        21
  Total assets                                12,676      1,110    13,786
  Capital expenditures for
    investment property                          146         --       146

               1999                   Residential    Other      Totals
Rental income                             $ 1,886       $ --      $ 1,886
Other income                                   80           7          87
Interest expense                              727          --         727
Depreciation                                  378          --         378
General and administrative expense             --          55          55
Equity in income of joint venture              --       1,144       1,144
Equity in extraordinary loss on debt
 extinguishment of joint venture               --          (3)         (3)
Segment profit                                193       1,093       1,286
Total assets                               12,860       2,587      15,447
Capital expenditures for
  investment property                         172          --         172

Note F - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The 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  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  The  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 own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, 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 class  plaintiffs'  counsel
to enter the settlement.  On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  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 three
months ended March 31, 2000 and 1999:

                                                   Average Occupancy

      Property                                      2000       1999

      Fox Run Apartments                            93%        98%
        Plainsboro, New Jersey

The Managing  General  Partner  attributes  the decrease in occupancy at Fox Run
Apartments to increased home purchases and tenant job transfers during the first
quarter of 2000.

Results from Operations

The  Partnership's  net income for the three  months  ended  March 31,  2000 was
approximately $21,000 compared to approximately $1,286,000 for the corresponding
period in 1999.  The decrease in net income is primarily due to the  recognition
of the gain on disposal of the  Princeton  Meadows  Golf  Course  Joint  Venture
("Joint  Venture")  during the three months ended March 31, 1999.  Income before
equity in income  and  extraordinary  loss on debt  extinguishment  of the joint
venture for the three months  ended March 31, 2000  decreased as compared to the
corresponding  period in 1999 due to an  increase  in total  expenses  which was
partially  offset  by an  increase  in total  revenues.  The  increase  in total
revenues was the result of increases  in rental and other  income.  Other income
increased due to increases in corporate  unit revenue.  Rental income  increased
due to an increase in average rental rates at Fox Run Apartments which more than
offset the decrease in average occupancy.

Total expenses for the three months ended March 31, 2000 increased primarily due
to increases in operating  expenses and property tax expense which was partially
offset by decreases in interest expense and general and administrative  expense.
The increase in operating  expenses was due to increases in utilities,  interior
painting,  snow removal and payroll bonuses.  Property tax expense increased due
to the timing of the receipt of tax bills in 1999 and 1998,  which  affected the
accruals at March 31, 1999.  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  expense  decreased for the three months ended March
31,  2000 due to a  decrease  in legal  costs due to the  settlement  of a legal
dispute  which was  previously  disclosed  during 1999.  Included in general and
administrative   expense  at  both  March  31,  2000  and  1999  are  management
reimbursements  to the Managing  General  Partner  allowed under the Partnership
Agreement.  In  addition,   costs  associated  with  the  quarterly  and  annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement are also included.

The  Partnership 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 March
31, 1999 the Joint Venture recorded a gain on sale of  approximately  $2,885,000
after the write-off of  undepreciated  fixed assets.  For the three months ended
March 31, 2000 the Partnership realized equity in income of the Joint Venture of
approximately  $1,144,000,  which included its equity in the gain on disposal of
Princeton Meadows Golf Course of $1,186,000 and the equity in loss on operations
of $42,000.  For the three months ended March 31, 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  March  31,  2000,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $2,611,000 as compared to  approximately  $1,423,000 at March 31,
1999. Cash and cash equivalents increased  approximately $493,000 for the period
ended March 31, 2000, from the Registrant's fiscal year-end and is primarily due
to  approximately  $720,000 of cash  provided by operating  activities  which is
partially offset by approximately  $146,000 of cash used in investing activities
and  approximately  $81,000 of cash used in financing  activities.  Cash used in
investing activities consisted of property  improvements and replacements.  Cash
used in financing  activities  consisted  of 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  $252,000 for capital  improvements  for the property  during 2000
consisting  primarily of appliances and floor  coverings.  As of March 31, 2000,
the Partnership spent approximately  $146,000 on capital improvements at Fox Run
Apartments,  primarily  consisting  of  cabinet  replacements,  carpet and vinyl
replacements, 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  $29,907,000  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.

There were no cash  distributions  during the three months ended March 31, 2000,
or 1999,  respectively.  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,  the 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  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Part I - Financial Information, Item 1. Financial Statements, Note B - Transfer
of  Control").  The  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 own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the  Superior  Court of the State of  California,  County of San Mateo,  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 class  plaintiffs'  counsel  to  enter  the
settlement.  On  December  14,  1999,  the  Managing  General  Partner  and  its
affiliates  terminated the proposed settlement.  Certain plaintiffs have filed a
motion to disqualify some of the plaintiffs' counsel in the action. 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 March 31, 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: May 4, 2000