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 June 30, 2000


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934


                For the transition period from _________to _________

                         Commission file number 0-11766

                               ANGELES PARTNERS XI

         (Exact name of small business issuer as specified in its charter)



         California                                             95-3788040
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                          55 Beattie Place, PO Box 1089

                        Greenville, South Carolina 29602

                      (Address of principal executive offices)

                                 (864) 239-1000

                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Exchange Act during the 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No___

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                               ANGELES PARTNERS XI

                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                          (in thousands, except unit data)

                                  June 30, 2000

Assets

   Cash and cash equivalents                                         $  700
   Receivables and deposits                                             646
   Other assets                                                         231
   Investment in joint venture                                            4
   Investment property:
      Land                                              $ 3,998
      Buildings and related personal property            27,552
                                                         31,550

      Less accumulated depreciation                     (20,911)     10,639
                                                                   $ 12,220

Liabilities and Partners' Deficit
Liabilities

   Accounts payable                                                 $   235
   Tenant security deposits                                             614
   Other liabilities                                                    436
   Mortgage notes payable                                            29,790

Partners' Deficit

   General partners                                      $ (505)
   Limited partners (39,627 units issued and
      outstanding)                                       (18,350)   (18,855)
                                                                   $ 12,220

            See Accompanying Notes to Consolidated Financial Statements


<PAGE>




b)

                               ANGELES PARTNERS XI

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)

<TABLE>
<CAPTION>

                                                   Three Months Ended      Six Months Ended
                                                        June 30,               June 30,
                                                    2000        1999        2000       1999
Revenues:
<S>                                              <C>         <C>         <C>        <C>
   Rental income                                 $ 1,969     $ 1,908     $ 3,872    $ 3,794
   Other income                                      209          94         308        181
     Total revenues                                2,178       2,002       4,180      3,975

Expenses:
   Operating                                         644         617       1,312      1,110
   General and administrative                         53          48          98        103
   Depreciation                                      394         366         769        744
   Interest                                          684         716       1,368      1,443
   Property taxes                                    209         202         418        377
     Total expenses                                1,984       1,949       3,965      3,777

Income before equity in income and
  extraordinary loss on debt
  extinguishment of joint venture                    194          53         215        198

Equity in income of joint venture (Note D)            --          76          --      1,220

Income before equity in extraordinary
  loss on debt extinguishment of joint
  venture                                            194         129         215      1,418

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

Net income                                       $   194     $   129     $   215    $ 1,415

Net income allocated to general partners (1%)    $     2     $     1     $     2    $    14

Net income allocated to limited partners (99%)       192         128         213      1,401
                                                 $   194     $   129     $   215    $ 1,415

Net income per limited partnership unit:
    Income before equity in extraordinary
       loss on debt extinguishment of joint
         venture                                 $  4.85     $  3.23     $  5.38    $ 35.43
    Extraordinary loss                                --          --          --      (0.08)
                                                 $  4.85     $  3.23     $  5.38    $ 35.35
    Distributions per limited partnership unit   $ 44.59     $    --     $ 44.59    $    --

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

c)

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

                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                      Limited
                                     Partnership     General       Limited
                                        Units        Partners     Partners       Total

<S>                                    <C>             <C>        <C>          <C>
Original capital contributions         40,000          $ 30       $ 40,000     $ 40,030

Partners' deficit at
   December 31, 1999                   39,627        $ (489)     $ (16,796)    $(17,285)

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

Net income for the six months
   ended June 30, 2000                     --              2           213          215

Partners' deficit
   at June 30, 2000                    39,627        $ (505)     $ (18,350)    $(18,855)

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>



d)


                               ANGELES PARTNERS XI

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                   (in thousands)
<TABLE>
<CAPTION>

                                                                Six Months Ended
                                                                    June 30,

                                                                2000        1999
Cash flows from operating activities:

<S>                                                            <C>        <C>
  Net income                                                   $   215    $ 1,415
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Equity in income of joint venture                                --     (1,220)
   Equity in extraordinary loss on debt extinguishment
      of joint venture                                              --          3
   Depreciation                                                    769        744
   Amortization of loan costs                                       56         56
   Change in accounts:
      Receivables and deposits                                     139        158
      Other assets                                                 (29)       (49)
      Accounts payable                                             193        140
      Tenant security deposit liabilities                           45         13
      Other liabilities                                            113       (245)

       Net cash provided by operating activities                 1,501      1,015

Cash flows from investing activities:

  Property improvements and replacements                          (936)      (307)
  Distributions from joint venture                                  --      1,086
  Repayment of advance to joint venture                             --        164

       Net cash (used in) provided by investing activities        (936)       943


Cash flows from financing activities:

  Distributions to partners                                     (1,785)        --
  Payment on notes payable                                          --       (868)
  Payment of mortgage notes payable                               (198)      (167)

       Net cash used in financing activities                    (1,983)    (1,035)

Net (decrease) increase in cash and cash equivalents            (1,418)       923

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

Cash and cash equivalents at end of period                     $   700    $ 2,130

Supplemental disclosure of cash flow information:

  Cash paid for interest                                       $ 1,090    $ 1,395

            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 and six month periods ended June 30, 2000, are not necessarily  indicative
of the results  that may be expected  for the fiscal  year ending  December  31,
2000. For further  information,  refer to the consolidated  financial statements
and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1999.

Principles of Consolidation

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

Note B - Transfer of Control

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

Note C - Transactions with Affiliated Parties

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

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

                                                              2000       1999
                                                              (in thousands)

   Property management fees (included in
     operating expense)                                       $203       $197
   Reimbursement for services of affiliates (included
     in general and administrative and operating
     expenses and investment property)                         127         57
   Due to affiliates                                            --         10

During the six months ended June 30, 2000 and 1999,  affiliates  of the Managing
General  Partner  were  entitled  to  receive  5% of  gross  receipts  from  the
Registrant's property for providing property management services. The Registrant
paid to such affiliates  approximately  $203,000 and $197,000 for the six months
ended June 30, 2000 and 1999, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $127,000 and
$57,000 for the six months ended June 30, 2000 and 1999, respectively.  Included
in these expenses at June 30, 2000 and 1999 is approximately $65,000 and $4,000,
respectively, in reimbursements for construction oversight costs.

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

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

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

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

AIMCO and its affiliates  currently own 21,234 limited  partnership units in the
Partnership  representing  53.585% of the  outstanding  units. A number of these
units were acquired  pursuant to tender offers made by AIMCO or its  affiliates.
It is possible  that AIMCO or its  affiliates  will make one or more  additional
offers to acquire  additional limited  partnership  interests in the Partnership
for cash or in exchange for units in the operating partnership of AIMCO. In this
regard,  on July 24, 2000,  an  affiliate  of AIMCO  commenced a tender offer to
purchase any and all of the remaining partnership interests for a purchase price
of $334. 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 53.585%  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
June 30,  1999,  the  Joint  Venture  recorded  a gain on sale of  approximately
$3,108,000 after the write-off of undepreciated fixed assets. In connection with
the sale, a commission of approximately $153,000 was paid to the Joint Venture's
managing  general  partner in accordance with the Joint Venture  Agreement.  The
Partnership's   1999  pro-rata   share  of  this  gain  at  June  30,  1999  was
approximately  $1,277,000  and its  equity  in loss on  operations  of the Joint
Venture at June 30, 1999 amounted to  approximately  $57,000.  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 June 30, 2000, is as
follows (in thousands):

                    Assets

                    Cash                                $    16
                      Total                             $    16

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

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

<TABLE>
<CAPTION>

                                            Three Months Ended       Six Months Ended
                                                 June 30,                June 30,
                                             2000        1999        2000        1999

<S>                                          <C>         <C>         <C>         <C>
Revenues                                     $ --        $ 61        $ --        $ 91
Costs and expenses                             --        (100)         --        (231)
Loss before gain on sale of
  investment property and extraordinary
  loss on extinguishment of debt               --         (39)         --        (140)
Gain on sale of investment property            --         223          --       3,108
Extraordinary loss on extinguishment
  of debt                                      --          --          --          (7)
Net income                                   $ --       $ 184        $ --     $ 2,961
</TABLE>

The Partnership  recognized its 41.1% equity income of approximately  $1,220,000
in the Joint  Venture for the six months  ended June 30, 1999.  The  Partnership
also realized an extraordinary  loss on extinguishment of debt of $3,000 for the
six months ended June 30, 1999. Due to the sale of Princeton Meadows Golf Course
in February  1999,  the Joint  Venture had no  operations  during the six months
ended June 30, 2000.  Therefore the  Partnership did not recognize any equity in
income of the Joint Venture for the six months ended June 30, 2000. In addition,
the Partnership  anticipates that after filing the final tax return of the Joint
Venture during the third quarter of 2000, all remaining  assets and  liabilities
of the Joint Venture will be liquidated.

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

Measurement of segment profit or loss:

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

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

    Three Months Ended June 30, 2000     Residential    Other    Totals
Rental income                              $ 1,969      $ --     $ 1,969
Other income                                   195         14        209
Interest expense                               684         --        684
Depreciation                                   394         --        394
General and administrative expense              --         53         53
Segment profit (loss)                          233        (39)       194

     Six Months Ended June 30, 2000      Residential    Other    Totals
Rental income                              $ 3,872      $ --     $ 3,872
Other income                                   284         24        308
Interest expense                             1,368         --      1,368
Depreciation                                   769         --        769
General and administrative expense              --         98         98
Segment profit (loss)                          289        (74)       215
Total assets                                12,121         99     12,220
Capital expenditures for
  investment property                          936         --        936

    Three Months Ended June 30, 1999     Residential    Other     Totals
Rental income                              $ 1,908      $ --     $ 1,908
Other income                                    83          11        94
Interest expense                               716          --       716
Depreciation                                   366          --       366
General and administrative expense              --          48        48
Equity in income of joint venture               --          76        76
Equity in extraordinary loss on debt
 extinguishment of joint venture                --          --        --
Segment profit                                  90          39       129

    Six Months Ended June 30, 1999      Residential     Other      Totals
Rental income                             $ 3,794       $ --      $ 3,794
Other income                                  163           18        181
Interest expense                            1,443           --      1,443
Depreciation                                  744           --        744
General and administrative expense             --          103        103
Equity in income of joint venture              --        1,220      1,220
Equity in extraordinary loss on debt
 extinguishment of joint venture               --           (3)        (3)
Segment profit                                283        1,132      1,415
Total assets                               12,607        1,720     14,327
Capital expenditures for
  investment property                         307           --        307

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims,  subject to final court approval,  on behalf of the Partnership
and all limited  partners  who owned  units as of November 3, 1999.  Preliminary
approval of the settlement  was obtained on November 3, 1999 from the Court,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing,  the Court received various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on August 21, 2000 to address the issue of appointing lead counsel. 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 six
months ended June 30, 2000 and 1999:

                                                   Average Occupancy

      Property                                      2000       1999

      Fox Run Apartments                            95%        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
half of 2000.

Results from Operations

The  Partnership's  net  income  for the six  months  ended  June  30,  2000 was
approximately   $215,000   compared   to   approximately   $1,415,000   for  the
corresponding period in 1999. The net income for the three months ended June 30,
2000 was  approximately  $194,000  compared to  approximately  $129,000  for the
corresponding  period in 1999.  The  decrease  in net  income for the six months
ended  June 30,  2000 as  compared  to the six  months  ended  June 30,  1999 is
primarily  due to the  recognition  of the  equity  in  income  from the gain on
disposal of the Princeton  Meadows Golf Course Joint Venture  ("Joint  Venture")
during the six months ended June 30, 1999,  as discussed  below.  Income  before
equity in income  and  extraordinary  loss on debt  extinguishment  of the joint
venture  for both the three and six months  ended  June 30,  2000  increased  as
compared  to the  corresponding  periods  in 1999  due to an  increase  in total
revenues  which was  partially  offset by an  increase  in total  expenses.  The
increase in total  revenues  was the result of  increases  in rental  income and
other income. Other income increased due to increases in corporate unit revenue,
clubhouse  rental income and a cable rebate.  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 six months ended June 30, 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,  floor covering repair,  snow removal and payroll costs.  Property tax
expense  increased due to the timing of the receipt of tax bills in 1999,  which
affected the accruals at June 30, 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 six months ended June 30,
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  June  30,  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 June
30, 1999 the Joint Venture recorded a gain on sale of  approximately  $3,108,000
after the write-off of undepreciated fixed assets. For the six months ended June
30,  2000 the  Partnership  realized  equity in income of the Joint  Venture  of
approximately  $1,220,000,  which included its equity in the gain on disposal of
Princeton Meadows Golf Course of $1,277,000 and the equity in loss on operations
of $57,000.  For the six months  ended June 30,  2000,  Princeton  Meadows  Golf
Course did not have any operations, therefore, the Partnership did not recognize
any equity earnings from the Joint Venture.

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

Liquidity and Capital Resources

At June 30, 2000, the Partnership had cash and cash equivalents of approximately
$700,000 as compared to approximately $2,130,000 at June 30, 1999. Cash and cash
equivalents  decreased  approximately  $1,418,000  for the period ended June 30,
2000,   from  the   Registrant's   fiscal  year-end  and  is  primarily  due  to
approximately  $1,983,000 of cash used in financing activities and approximately
$936,000  of cash used in  investing  activities  which is  partially  offset by
approximately $1,501,000 of cash provided by operations.  Cash used in investing
activities  consisted of property  improvements and  replacements.  Cash used in
financing  activities consisted primarily of distributions to partners and, to a
lesser extent,  payments of principal made on the mortgages  encumbering Fox Run
Apartments.  The  Registrant  invests  its working  capital  reserves in a money
market account.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership and to comply with Federal,  state,
and local  legal and  regulatory  requirements.  The  Partnership  has  budgeted
approximately  $252,000 for capital  improvements  for the property  during 2000
consisting   primarily  of   appliances   and  floor   coverings.   In  addition
approximately  $1,200,000  has been added to the 2000  budget to  complete  work
begun in 1999 but not yet  completed.  This  amount  consists  of costs  for air
conditioning  and parking lot  upgrades.  As of June 30, 2000,  the  Partnership
spent  approximately  $936,000 on capital  improvements at Fox Run Apartments of
which  approximately  $720,000 relates to 1999 budgeted items completed in 2000.
These improvements consisted primarily of cabinet replacements, carpet and vinyl
replacements,  resurfacing,  appliances,  air conditioning units, and electrical
upgrades.  These  improvements  were  funded  from  cash  flow.  The  additional
improvements  planned for 2000 at the  Partnership's  property  will be incurred
only if cash is available  from  operations  and  Partnership  reserves.  To the
extent that such budgeted capital  improvements are completed,  the Registrant's
distributable cash flow, if any, may be adversely affected at least in the short
term.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness  of  approximately  $29,790,000  encumbering  Fox Run Apartments is
being amortized over periods  ranging from 15 to 27 years with balloon  payments
of  $29,108,000  due January 2002. The Managing  General  Partner may attempt to
refinance  such  indebtedness  and/or sell the property  prior to such  maturity
date. If the property cannot be refinanced or sold for a sufficient  amount, the
Partnership will risk losing such property through foreclosure.

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

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims,  subject to final court approval,  on behalf of the Partnership
and all limited  partners  who owned  units as of November 3, 1999.  Preliminary
approval of the settlement  was obtained on November 3, 1999 from the Court,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing,  the Court received various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on August 21, 2000 to address the issue of appointing lead counsel. 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 June 30, 2000.


<PAGE>


                                   SIGNATURES

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

                               ANGELES PARTNERS XI

                                 By:     Angeles Realty Corporation II
                                         Managing General Partner

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

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

                                 Date:   August 7, 2000