UNITED STATES
                         SECURITIES EXCHANGE ACT OF 1934
                             Washington, D.C. 20549

                                   Form 10-QSB

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

                 For the quarterly period ended June 30, 2005


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


             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 (i) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the  registrant  was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes  X   No ___


<PAGE>

                         PART I - FINANCIAL INFORMATION



Item 1.     Financial Statements


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

                                  June 30, 2005

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 285
   Receivables and deposits                                                      403
   Restricted escrows                                                            625
   Other assets                                                                  682
   Investment property:
      Land                                                    $ 3,998
      Buildings and related personal property                   35,204
                                                                39,202
      Less accumulated depreciation                            (29,559)        9,643
                                                                            $ 11,638

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 210
   Tenant security deposit liabilities                                           264
   Due to affiliates (Note B)                                                    617
   Other liabilities                                                             269
   Mortgage note payable                                                      31,733

Partners' Deficit
   General partners                                             $ (532)
   Limited partners (39,627 units issued and
      outstanding)                                             (20,923)      (21,455)
                                                                            $ 11,638

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>





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

<TABLE>
<CAPTION>

                                                    Three Months Ended       Six Months Ended
                                                         June 30,                June 30,
                                                     2005        2004        2005       2004
Revenues:
<S>                                                <C>          <C>        <C>         <C>
   Rental income                                   $ 1,935      $ 1,901    $ 3,873     $ 3,807
   Other income                                        241          269        469         511
     Total revenues                                  2,176        2,170      4,342       4,318

Expenses:
   Operating                                           647          655      1,430       1,322
   General and administrative                          104          120        201         234
   Depreciation                                        381          349        755         694
   Interest                                            549          558      1,098       1,122
   Property taxes                                      143          276        451         552
     Total expenses                                  1,824        1,958      3,935       3,924

Net income                                          $ 352        $ 212      $ 407       $ 394

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

Net income allocated to limited
  partners (99%)                                       348          210        403         390

                                                    $ 352        $ 212      $ 407       $ 394

Net income per limited partnership unit             $ 8.78      $ 5.30     $ 10.17     $ 9.84

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>



                             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, 2004                   39,627         $ (536)     $(21,326)     $(21,862)

Net income for the six months
   ended June 30, 2005                     --              4           403           407

Partners' deficit at
   June 30, 2005                       39,627         $ (532)     $(20,923)     $(21,455)


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>


                               ANGELES PARTNERS XI
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                     Six Months Ended
                                                                         June 30,
                                                                     2005         2004
Cash flows from operating activities:
<S>                                                                  <C>          <C>
  Net income                                                         $ 407        $ 394
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation                                                       755          694
     Amortization of loan costs                                           8            8
     Change in accounts:
      Receivables and deposits                                           (4)          37
      Other assets                                                     (152)        (205)
      Accounts payable                                                  (22)         (26)
      Tenant security deposit liabilities                                (9)         (32)
      Due to affiliates                                                  71          (22)
      Other liabilities                                                (136)         (96)
       Net cash provided by operating activities                        918          752

Cash flows used in investing activities:
  Property improvements and replacements                               (932)        (235)

Cash flows from financing activities:
  Advances from affiliates                                              523           --
  Payments on mortgage note payable                                    (515)        (482)
       Net cash provided by (used in) financing activities                8         (482)

Net (decrease) increase in cash and cash equivalents                     (6)          35

Cash and cash equivalents at beginning of period                        291          386

Cash and cash equivalents at end of period                           $ 285        $ 421

Supplemental disclosure of cash flow information:
  Cash paid for interest                                            $ 1,083      $ 1,117

Supplemental disclosure of non-cash activity:
  Property improvements and replacements included in accounts
   payable                                                           $ 199        $ 52

 Included in property  improvements  and  replacements  for the six months ended
 June 30, 2005 are approximately  $36,000 of improvements which were included in
 accounts payable at December 31, 2004.

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>
                               ANGELES PARTNERS XI
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying unaudited consolidated financial statements of Angeles Partners
XI (the  "Partnership"  or  "Registrant")  have been prepared in accordance with
generally accepted accounting  principles for interim financial  information and
with  the  instructions  to Form  10-QSB  and Item  310(b)  of  Regulation  S-B.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In  the  opinion  of  Angeles  Realty  Corporation  II  (the  "Managing  General
Partner"),  all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three and six month periods ended June 30, 2005, are not necessarily  indicative
of the results  that may be expected  for the fiscal  year ending  December  31,
2005. 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, 2004. The Managing  General Partner is an
affiliate of Apartment  Investment and Management Company ("AIMCO"),  a publicly
traded real estate investment trust.

Certain  reclassifications have been made to the 2004 balances to conform to the
2005 presentation.

Note B - Transactions with Affiliated Parties

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

Affiliates of the Managing General Partner receive 5% of gross receipts from the
Partnership's   property  as  compensation  for  providing  property  management
services.  The Partnership  paid to such affiliates  approximately  $219,000 and
$208,000 for the six months ended June 30, 2005 and 2004, respectively, which is
included in operating expenses.

Affiliates  of  the  Managing   General  Partner  charged  the  Partnership  for
reimbursement of accountable  administrative expenses amounting to approximately
$146,000  and  $89,000  for the  six  months  ended  June  30,  2005  and  2004,
respectively,  which are  included in general and  administrative  expenses  and
investment property. Approximately $65,000 of these expenses were payable to the
Managing General Partner at June 30, 2005 and are included in due to affiliates.
The portion of these reimbursements  included in investment property for the six
months ended June 30, 2005 and 2004 are fees related to construction  management
services   provided  by  an  affiliate  of  the  Managing   General  Partner  of
approximately  $77,000 and $7,000,  respectively.  The  construction  management
service fees are  calculated  based on a percentage  of 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 six months ended June 30, 2005 and 2004 no
fees  were  earned  or paid.  At June 30,  2005,  the  Partnership  has  accrued
approximately $21,000 of Partnership  management fees,  representing one half of
the fees earned in 2000,  2001 and 2002 which are included in due to affiliates.
This amount will remain accrued until the criteria for payment has been met.

During the six months ended June 30, 2005, the Managing General Partner advanced
the  Partnership  approximately  $523,000  to  cover  capital  improvements  and
operations at the Partnership's property.  Interest was charged at prime plus 2%
(8.25% at June 30, 2005) and was  approximately  $8,000 for the six months ended
June 30, 2005.  Total advances and accrued  interest of  approximately  $531,000
remain unpaid at June 30, 2005 and are included in due to affiliates. There were
no advances from the Managing  General  Partner or associated  interest  expense
during the six months ended June 30, 2004.

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,   general
liability and vehicle liability.  The Partnership insures its property above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Managing General Partner. During the six months ended June
30,  2005 and 2004,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately  $100,000 and $97,000,  respectively,  for insurance  coverage and
fees associated with policy claims administration.

Note C - Contingencies

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial  dissolution.  On January 28, 2002, the trial court granted  defendants
motion to strike the complaint. Plaintiffs took an appeal from this order.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes  action and the Heller  action.  On June 13, 2003,  the
court granted final approval of the settlement and entered  judgment in both the
Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an
appeal (the "Appeal")  seeking to vacate and/or reverse the order  approving the
settlement and entering judgment  thereto.  On May 4, 2004, the Objector filed a
second appeal  challenging  the court's use of a referee and its order requiring
Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  With respect to the related Heller appeal,  on
July 28, 2005,  the Court of Appeals  reversed the trial court's order  striking
the first amended complaint.

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.

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General Partner, are defendants in a lawsuit alleging
that they willfully violated the Fair Labor Standards Act ("FLSA") by failing to
pay  maintenance  workers  overtime  for all hours worked in excess of forty per
week.  The  complaint  attempts to bring a collective  action under the FLSA and
seeks to certify state subclasses in California,  Maryland,  and the District of
Columbia.  Specifically,  the plaintiffs  contend that AIMCO Properties L.P. and
NHP Management  Company failed to compensate  maintenance  workers for time that
they were required to be "on-call".  Additionally,  the complaint  alleges AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. On June 23, 2005 the Court  conditionally  certified  the  collective
action  on both the  on-call  and  overtime  issues.  The  Court  ruling  allows
plaintiffs  to  provide  notice  of the  collective  action  to  all  non-exempt
maintenance  workers from August 7, 2000 through the  present.  Those  employees
will have the  opportunity to opt-in to the collective  action.  Defendants have
asked the Court to  reconsider  its  ruling or in the  alternative  certify  the
ruling for appeal on that issue. After the notice goes out, defendants will have
the  opportunity to move to decertify the collective  action.  The Court further
denied plaintiffs' Motion for Certification of the state subclass.  Although the
outcome of any litigation is uncertain, AIMCO Properties,  L.P. does not believe
that  the  ultimate   outcome  will  have  a  material  adverse  effect  on  its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Managing  General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's consolidated financial condition or
results of operations.

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

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions  brought by government  agencies,  and  potential  fines or
penalties  imposed by such  agencies in  connection  therewith,  the presence of
hazardous  substances on a property could result in claims by private plaintiffs
for personal injury, disease, disability or other infirmities. Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In connection with the ownership,  operation and management of its property, the
Partnership could  potentially be liable for environmental  liabilities or costs
associated with its property.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold exposure. Affiliates of the Managing General Partner have
implemented a national  policy and  procedures to prevent or eliminate mold from
its properties  and the Managing  General  Partner  believes that these measures
will  minimize  the  effects  that mold could have on  residents.  To date,  the
Partnership  has not  incurred  any material  costs or  liabilities  relating to
claims of mold exposure or to abate mold  conditions.  Because the law regarding
mold is unsettled and subject to change the Managing General Partner can make no
assurance  that  liabilities  resulting from the presence of or exposure to mold
will  not have a  material  adverse  effect  on the  Partnership's  consolidated
financial condition or results of operations.

SEC Investigation

The  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission (the "SEC")  continues its formal  investigation  relating to certain
matters.  Although  the staff of the SEC is not limited in the areas that it may
investigate,  AIMCO believes the areas of  investigation  have included  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts  payable,  rent  concessions,   vendor  rebates,
capitalization of payroll and certain other costs, tax credit transactions,  and
tender offers for limited  partnership  interests.  AIMCO is cooperating  fully.
AIMCO is not able to predict when the investigation will be resolved. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Managing  General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's consolidated financial condition or
results of operations.

<PAGE>

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

The Partnership's  investment  property consists of one apartment  complex.  The
following  table sets forth the average  occupancy  of the  property for the six
months ended June 30, 2005 and 2004:

                                                   Average Occupancy
      Property                                     2005         2004

      Fox Run Apartments (1)                       91%          88%
        Plainsboro, New Jersey

(1)   The Managing  General Partner  attributes the increase in occupancy at Fox
      Run Apartments to increased marketing efforts.

The  Partnership's  financial  results depend upon a number of factors including
the ability to attract and maintain tenants at the investment property, interest
rates on mortgage  loans,  costs  incurred to operate the  investment  property,
general economic conditions and weather. As part of the ongoing business plan of
the  Partnership,  the  Managing  General  Partner  monitors  the rental  market
environment of its investment  property to assess the  feasibility of increasing
rents, maintaining or increasing occupancy levels and protecting the Partnership
from increases in expenses.  As part of this plan, the Managing  General Partner
attempts  to  protect  the  Partnership  from the  burden  of  inflation-related
increases  in  expenses  by  increasing  rents and  maintaining  a high  overall
occupancy  level.   However,   the  Managing  General  Partner  may  use  rental
concessions and rental rate reductions to offset  softening  market  conditions,
accordingly,  there is no guarantee  that the Managing  General  Partner will be
able to sustain such a plan.  Further,  a number of factors that are outside the
control of the  Partnership  such as the local economic  climate and weather can
adversely or positively affect the Partnership's financial results.

Results of Operations

The  Partnership  recognized  net income for the three and six months ended June
30, 2005 of approximately $352,000 and $407,000,  respectively,  compared to net
income of approximately $212,000 and $394,000 for the three and six months ended
June 30, 2004,  respectively.  Net income  increased  for the three months ended
June 30,  2005 due to an  increase  in total  revenues  and a decrease  in total
expenses.  Net income increased for the six months ended June 30, 2005 due to an
increase in total revenues partially offset by an increase in total expenses.

Total revenues increased for the three and six months ended June 30, 2005 due to
an increase in rental  income  partially  offset by a decrease in other  income.
Rental income  increased due to an increase in occupancy  partially  offset by a
decrease in average  rental  rates and an  increase  in bad debt  expense at the
Partnership's  property.  Other income  decreased  primarily due to decreases in
recreational  facility fees, late charges,  and lease  cancellation  fees at the
Partnership's investment property.

Total  expenses  decreased  for the  three  months  ended  June 30,  2005 due to
decreases in property  tax,  interest and general and  administrative  expenses,
partially  offset  by an  increase  in  depreciation  expenses.  Total  expenses
increased  for  the  six  months  ended  June  30,  2005  due  to  increases  in
depreciation  and operating  expenses  partially offset by decreases in property
tax, interest and general and administrative expenses. Operating expense for the
three months ended June 30, 2005 remained relatively constant. Operating expense
increased  for the six months ended June 30, 2005 due to an increase in property
expense. Property expense increased primarily due to an increase in salaries and
related  benefits and  amortization  of  commissions  and  referral  fees at the
Partnership's  property.  Depreciation  expense  increased for the three and six
months  ended  June  30,  2005 due to  property  improvements  and  replacements
completed during the past twelve months.  Property tax expense decreased for the
three and six months  ended June 30, 2005 due to a decrease in the  property tax
rate in Plainsboro, New Jersey. Interest expense decreased for the three and six
months ended June 30, 2005 due to regularly  scheduled  mortgage  payments which
reduced the principal balance of the mortgage debt encumbering the Partnership's
property.

General and administrative expenses decreased for the three and six months ended
June 30, 2005 due to a decrease in New Jersey partnership tax due to a reduction
in the number of limited  partners on which the tax is based and a reduction  in
the cost of  services  included in  management  reimbursements  to the  Managing
General  Partner  allowed  under the  Partnership  Agreement.  Also  included in
general and administrative  expenses are costs associated with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit required by the Partnership Agreement.

Liquidity and Capital Resources

At June 30, 2005 the Partnership had cash and cash  equivalents of approximately
$285,000  compared to  approximately  $421,000 at June 30,  2004.  Cash and cash
equivalents  decreased  approximately  $6,000  since  December  31,  2004 due to
approximately $932,000 of cash used in investing activities, partially offset by
approximately  $8,000 and $918,000 of cash  provided by financing  and operating
activities,  respectively.  Cash  used  in  investing  activities  consisted  of
property  improvements and replacements.  Cash provided by financing  activities
consisted of advances from affiliates  partially offset by principal payments on
the mortgage encumbering the Partnership's property. 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.  For
example,  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.

During  the  six  months  ended  June  30,  2005,  the   Partnership   completed
approximately   $1,095,000  of  capital  improvements  at  Fox  Run  Apartments,
primarily consisting of water heater and floor covering  replacements,  security
equipment,  furniture and fixtures, vehicles, water and sewer upgrades, interior
decoration and the  installation  of washers and dryers in the apartment  units.
These  improvements  were funded from  operating cash flow and advances from the
Managing  General  Partner.  The  Partnership  regularly  evaluates  the capital
improvement  needs  of the  property.  While  the  Partnership  has no  material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  expenditures will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated  by  the  property.  To  the  extent  that  capital  improvements  are
completed,  the Partnership'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  encumbering  Fox Run  Apartments of  approximately  $31,733,000 is
being  amortized over 20 years and matures in December 2021, at which time it is
expected to be fully amortized.

The Partnership had no distributions  for the six months ended June 30, 2005 and
2004. Future cash  distributions will depend on the levels of net cash generated
from operations, sale of the property and/or refinancing. The Partnership's cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance that the Partnership  will generate  sufficient funds from operations,
after required capital improvement expenditures,  to permit distributions to its
partners in 2005 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 28,311 limited  partnership  units
(the "Units") in the Partnership representing 71.44% of the outstanding Units at
June 30, 2005. A number of these Units were  acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will acquire  additional Units in exchange for cash or a combination of cash and
units in AIMCO  Properties,  L.P, the  operating  partnership  of AIMCO,  either
through  private  purchases  or  tender  offers.  Pursuant  to  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 71.44% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into  conflict with the duties of the Managing  General  Partner to AIMCO as its
sole stockholder.

Critical Accounting Policies and Estimates

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, but are not limited
to, changes in 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
asset.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.

ITEM 3.     Controls and Procedures

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

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


<PAGE>


                           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
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial  dissolution.  On January 28, 2002, the trial court granted  defendants
motion to strike the complaint. Plaintiffs took an appeal from this order.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes  action and the Heller  action.  On June 13, 2003,  the
court granted final approval of the settlement and entered  judgment in both the
Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an
appeal (the "Appeal")  seeking to vacate and/or reverse the order  approving the
settlement and entering judgment  thereto.  On May 4, 2004, the Objector filed a
second appeal  challenging  the court's use of a referee and its order requiring
Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  With respect to the related Heller appeal,  on
July 28, 2005,  the Court of Appeals  reversed the trial court's order  striking
the first amended complaint.

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.

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General Partner, are defendants in a lawsuit alleging
that they willfully violated the Fair Labor Standards Act ("FLSA") by failing to
pay  maintenance  workers  overtime  for all hours worked in excess of forty per
week.  The  complaint  attempts to bring a collective  action under the FLSA and
seeks to certify state subclasses in California,  Maryland,  and the District of
Columbia.  Specifically,  the plaintiffs  contend that AIMCO Properties L.P. and
NHP Management  Company failed to compensate  maintenance  workers for time that
they were required to be "on-call".  Additionally,  the complaint  alleges AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. On June 23, 2005 the Court  conditionally  certified  the  collective
action  on both the  on-call  and  overtime  issues.  The  Court  ruling  allows
plaintiffs  to  provide  notice  of the  collective  action  to  all  non-exempt
maintenance  workers from August 7, 2000 through the  present.  Those  employees
will have the  opportunity to opt-in to the collective  action.  Defendants have
asked the Court to  reconsider  its  ruling or in the  alternative  certify  the
ruling for appeal on that issue. After the notice goes out, defendants will have
the  opportunity to move to decertify the collective  action.  The Court further
denied plaintiffs' Motion for Certification of the state subclass.  Although the
outcome of any litigation is uncertain, AIMCO Properties,  L.P. does not believe
that  the  ultimate   outcome  will  have  a  material  adverse  effect  on  its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Managing  General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's consolidated financial condition or
results of operations.

Item 5.     Other Information

            None.

Item 6.     Exhibits

            See Exhibit Index Attached.



<PAGE>


                                   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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                    By:   /s/Stephen B. Waters
                                          Stephen B. Waters
                                          Vice President


                                    Date: August 15, 2005



<PAGE>




                               ANGELES PARTNERS XI

                                  EXHIBIT INDEX


Exhibit Number    Description of Exhibit

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

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

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

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

32.1              Certification  of  the  equivalent  of the  Chief  Executive
                  Officer and Chief  Financial  Officer  Pursuant to 18 U.S.C.
                  Section  1350,  as Adopted  Pursuant  to Section  906 of the
                  Sarbanes-Oxley Act of 2002.



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

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

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

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

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

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

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

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

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

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

Date: August 15, 2005

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


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

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

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

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

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

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

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

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

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

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

Date: August 15, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President of Angeles Realty
                                    Corporation II,
                                    equivalent of the chief financial  officer
                                     of the Partnership


<PAGE>




Exhibit 32.1


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



In connection  with the Quarterly  Report on Form 10-QSB of Angeles  Partners XI
(the "Partnership"),  for the quarterly period ended June 30, 2005 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), Martha
L. Long, as the equivalent of the chief  executive  officer of the  Partnership,
and Stephen B. Waters,  as the equivalent of the chief financial  officer of the
Partnership,  each hereby  certifies,  pursuant to 18 U.S.C.  Section  1350,  as
adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the
best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  August 15, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  August 15, 2005


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