UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-QSB/A

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

                     For the quarterly period ended September 30, 2002


[ ] TRANSITION REPORT UNDER 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)

The issuer  recently  discovered  that it had  inadvertently  omitted  conformed
signatures on certain certifications included in its 10-QSB filing made November
14, 2002.  Original  signatures were complete and on file with the issuer at the
time the 10-QSB filing was made in November;  however,  due to a clerical error,
conformed  signatures were not included in the electronic filing. This amendment
is being filed solely to correct this inadvertent clerical error.

                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS


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

                               September 30, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 422
   Receivables and deposits                                                      423
   Restricted escrows                                                            625
   Other assets                                                                  448
   Investment property:
      Land                                                    $ 3,998
      Buildings and related personal property                   31,834
                                                                35,832
      Less accumulated depreciation                            (25,121)       10,711
                                                                            $ 12,629

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 58
   Tenant security deposits                                                      400
   Other liabilities                                                             470
   Mortgage notes payable                                                     34,363

Partners' Deficit
   General partners                                             $ (544)
   Limited partners (39,627 units issued and
      outstanding)                                             (22,118)      (22,662)
                                                                            $ 12,629

                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      Nine Months Ended
                                                      September 30,          September 30,
                                                    2002        2001        2002       2001
Revenues:
<S>                                              <C>         <C>         <C>        <C>
   Rental income                                 $ 1,996     $ 2,188     $ 6,097    $ 6,436
   Other income                                      142         133         440        359
   Casualty gain                                      --          19          --         19
     Total revenues                                2,138       2,340       6,537      6,814

Expenses:
   Operating                                         553         535       1,790      1,902
   General and administrative                        230          59         358        183
   Depreciation                                      524         463       1,583      1,353
   Interest                                          586         681       1,772      2,040
   Property taxes                                    266         268         795      1,017
     Total expenses                                2,159       2,006       6,298      6,495

Net (loss) income                                $   (21)    $   334     $   239    $   319

Net (loss) income allocated to general
   partners (1%)                                 $    --     $     3     $     2    $     3

Net (loss) income allocated to limited
  partners (99%)                                     (21)        331         237        316
                                                 $   (21)    $   334     $   239    $   319

Net (loss) income per limited
  partnership unit                               $  (.53)    $  8.35     $  5.98    $  7.97

Distributions per limited partnership unit       $  6.96     $  7.17     $  6.96    $  7.17

                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, 2001                      39,627       $ (543)    $ (22,079)   $(22,622)

Distributions to partners                                   (3)        (276)       (279)

Net income for the nine months
   ended September 30, 2002                   --             2          237         239

Partners' deficit at
   September 30, 2002                     39,627       $ (544)    $ (22,118)   $(22,662)

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


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

                                                                     Nine Months Ended
                                                                       September 30,
                                                                       2002        2001
Cash flows from operating activities:
<S>                                                                <C>           <C>
  Net income                                                       $   239       $   319
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation                                                    1,583         1,353
     Amortization of loan costs                                         12            85
     Casualty gain                                                      --           (19)
     Change in accounts:
      Receivables and deposits                                         409            18
      Other assets                                                     (80)          (16)
      Accounts payable                                                  11           (78)
      Tenant security deposit liabilities                              (77)          (92)
      Accrued property taxes                                            --           177
      Due to affiliates                                                 --             3
      Other liabilities                                                105           160

       Net cash provided by operating activities                     2,202         1,910

Cash flows from investing activities:
  Property improvements and replacements                            (1,324)       (1,588)
  Insurance proceeds received                                           --            26
    Net cash used in investing activities                           (1,324)       (1,562)

Cash flows from financing activities:
  Distributions to partners                                           (279)         (287)
  Payments on mortgage notes payable                                  (637)         (326)
  Advances from affiliate                                               --           500
  Payments on advances from affiliate                                   --          (225)
    Net cash used in financing activities                             (916)         (338)

Net (decrease) increase in cash and cash equivalents                   (38)           10

Cash and cash equivalents at beginning of period                       460           432

Cash and cash equivalents at end of period                         $   422       $   442

Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 1,760       $ 1,734

Supplemental disclosure of non-cash flow information:
  Property improvements and replacements included in
   accounts payable                                                $    --       $    98

Included in property  improvements  and  replacements  for the nine months ended
September  30,  2002  and  2001,  are   approximately   $259,000  and  $306,000,
respectively,  of  improvements  which  were  included  in  accounts  payable at
December 31, 2001 and 2000, respectively.

                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 nine month  periods  ended  September  30, 2002,  are not  necessarily
indicative  of the  results  that may be  expected  for the fiscal  year  ending
December 31, 2002. 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, 2001.  The Managing  General
Partner  is  an  affiliate  of  Apartment   Investment  and  Management  Company
("AIMCO"), a publicly traded real estate investment trust.

Note B - Transactions with Affiliated Parties

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

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts  from the  Registrant's  property  for  providing  property  management
services.  The Partnership  paid to such affiliates  approximately  $328,000 and
$341,000 for the nine months ended  September  30, 2002 and 2001,  respectively,
which is included in operating expenses.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $276,000 and $224,000 for the
nine months ended September 30, 2002 and 2001, respectively,  which are included
in general and  administrative  expenses and  investment  property.  Included in
these amounts are fees related to construction  management  services provided by
an affiliate  of the  Managing  General  Partner of  approximately  $133,000 and
$91,000 for the nine months ended September 30, 2002 and 2001, respectively. The
construction  management  service fees are  calculated  based on a percentage of
current additions to investment property.

The Partnership  Agreement provides for a fee equal to 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. During the
nine months ended September 30, 2002 fees of  approximately  $12,000 were earned
by the Managing  General  Partner and are included in other  liabilities  on the
accompanying  consolidated  balance sheet.  There were no fees earned during the
nine months ended September 30, 2001.

In  accordance  with the  Partnership  Agreement,  an  affiliate  of the General
Partner  loaned the  Partnership  $500,000 to cover the property tax bill at Fox
Run Apartments during 2001. Of this amount,  $225,000 was repaid during the nine
months ended September 30, 2001. At September 30, 2001,  approximately  $278,000
remained outstanding, including accrued interest. This balance was repaid during
the  fourth  quarter  of 2001.  Interest  is  charged at the prime rate plus 2%.
Interest  expense was  approximately  $3,000 for the nine months ended September
30, 2001.  There were no loans from the General  Partner or associated  interest
expense during the nine months ended September 30, 2002.

Beginning in 2001,  the  Partnership  began  insuring its property up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability.  The Partnership  insures its property above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing  General  Partner.  During the nine months ended
September  30,  2002 and 2001,  the  Partnership  paid AIMCO and its  affiliates
approximately  $102,000 and $86,000,  respectively,  for insurance  coverage and
fees associated with policy claims administration.

Note C - Casualty Gain

During  the nine  months  ended  September  30,  2001,  a net  casualty  gain of
approximately  $19,000 was recorded at Fox Run  Apartments.  The  casualty  gain
related to a fire that occurred in February 2001. The gain was the result of the
receipt of net insurance  proceeds of approximately  $26,000 offset by the write
off of the net book value of the destroyed assets totaling approximately $7,000.

Note D - Legal Proceedings

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

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

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint. The parties are currently in the midst of briefing that appeal.

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

The  Partnership is unaware of any other pending or outstanding  litigation this
is not of a routine nature arising in the ordinary course of business.

<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for forward-looking  statements in certain circumstances.  The matters discussed
in this report contain certain forward-looking  statements,  including,  without
limitation,  statements regarding future financial performance and the effect of
government regulations. The discussions of the Registrant's business and results
of operations,  including forward-looking statements pertaining to such matters,
do not take into account the effects of any changes to the Registrant's business
and  results of  operations.  Actual  results may differ  materially  from those
described in the forward-looking statements and will be affected by a variety of
risks and factors  including,  without  limitation:  national and local economic
conditions; the terms of governmental regulations that affect the Registrant and
interpretations of those regulations;  the competitive  environment in which the
Registrant  operates;  financing risks,  including the risk that cash flows from
operations  may be  insufficient  to meet  required  payments of  principal  and
interest;  real estate risks, including variations of real estate values and the
general  economic  climate in local markets and  competition for tenants in such
markets; and possible environmental liabilities. Readers should carefully review
the Registrant's financial statements and the notes thereto, as well as the risk
factors  described in the documents the Registrant  files from time to time with
the Securities and Exchange Commission.

The Partnership's  investment  property consists of one apartment  complex.  The
following  table sets forth the average  occupancy  of the property for the nine
months ended September 30, 2002 and 2001:

                                                   Average Occupancy
      Property                                      2002       2001

      Fox Run Apartments                            95%        95%
        Plainsboro, New Jersey

Results from Operations

The  Partnership's  net income for the nine months ended  September 30, 2002 was
approximately  $239,000 compared to net income of approximately $319,000 for the
corresponding  period  in 2001.  The  Partnership  had a net loss for the  three
months ended September 30, 2002 of approximately  $21,000 compared to net income
of approximately $334,000 for the corresponding period in 2001.

The decrease in net income for the nine months ended September 30, 2002 compared
to the same  period in 2001 is  primarily  due to a decrease  in total  revenues
partially offset by a decrease in total expenses. The decrease in net income for
the three months ended September 30, 2002 compared to the same period in 2001 is
primarily due to a decrease in total revenues and an increase in total expenses.
The decrease in total revenues for the three and nine months ended September 30,
2002  was due to a  decrease  in  rental  income  and a  casualty  gain in 2001,
partially  offset  by an  increase  in other  income.  Rental  income  decreased
primarily due to a decrease in average  rental rates and an increase in bad debt
expense.  Other income increased primarily due to an increase in laundry income,
recreation  facility fees and tenant  charges  partially  offset by reduced club
house rentals and interest income due to lower average cash balances in interest
bearing accounts

During  the nine  months  ended  September  30,  2001,  a net  casualty  gain of
approximately  $19,000 was recorded at Fox Run  Apartments.  The  casualty  gain
related to a fire that occurred in February 2001. The gain was the result of the
receipt of insurance  proceeds of approximately  $26,000 offset by the write off
of the net book value of the destroyed assets totaling approximately $7,000.

<PAGE>

Total  expenses  decreased  for the nine months ended  September 30, 2002 due to
decreases in operating,  interest, and property tax expenses partially offset by
an increase in  depreciation  and general  and  administrative  expenses.  Total
expenses  increased  for the  three  months  ended  September  30,  2002  due to
increases in  depreciation,  operating and general and  administrative  expenses
partially offset by a decrease in interest expense. Operating expenses decreased
for the nine months ended  September  30, 2002 due to a decrease in property and
property administrative expenses, partially offset by increases in insurance and
maintenance  expenses.  Property expenses decreased due to reduced utility costs
and  payroll  and  related  benefit  costs  at  Fox  Run  Apartments.   Property
administrative  expenses decreased due to reduced professional fees and overhead
expenses.  Insurance  expense  increased due to an increase in hazard  insurance
premiums, partially offset by a decrease in fidelity bond insurance. Maintenance
expenses  increased  due to  increases in contract  labor  expenses and interior
building  repairs.  Operating  expenses  increased  for the three  months  ended
September  30,  2001 due to  increased  insurance  and  maintenance  expenses as
discussed above partially offset by reduced property expenses as discussed above
and reduced  property  management  fees.  Interest  expense  decreased  for both
periods due to the  refinancing of the mortgages  encumbering Fox Run Apartments
in  December  2001  at a  lower  interest  rate  and  due to a  decrease  in the
amortization  of loan costs as a result of the new loan  having  less loan costs
amortized  over a longer  period.  The  decrease in property tax expense for the
nine months ended September 30, 2002 is due to additional  taxes billed and paid
during  the first six  months of 2001 for the  increased  assessed  value of the
property  for 2000.  Depreciation  expense  increased  for both  periods  due to
property  improvements and replacements  completed and place into service during
the past twelve months which are now being depreciated.

General  and  administrative  expenses  increased  for the three and nine months
ended  September 30, 2002 due to a new partner tax implemented in New Jersey for
2002.  Also  included in general  and  administrative  expenses  are the cost of
services  included in management  reimbursements to the Managing General Partner
as allowed under the Partnership Agreement,  costs associated with the quarterly
and annual  communications with investors and regulatory agencies and the annual
audit required by the Partnership Agreement.

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

Liquidity and Capital Resources

At  September  30,  2002,  the  Partnership  had cash and  cash  equivalents  of
approximately $422,000 compared to approximately $442,000 at September 30, 2001.
Cash and cash  equivalents  decreased  approximately  $38,000 since December 31,
2001 due to approximately  $1,324,000 and $916,000 of cash used in investing and
financing activities, respectively, partially offset by approximately $2,202,000
of cash  provided by operating  activities.  Cash used in  investing  activities
consisted  of property  improvements  and  replacements.  Cash used in financing
activities  consisted of principal payments made on the mortgage encumbering Fox
Run Apartments and distributions to partners. The Registrant invests its working
capital reserves in interest bearing accounts.

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

Capital improvements  planned for the Partnership's  property is detailed below.
The Partnership has budgeted  approximately  $1,102,000 for capital improvements
for the  property  during  2002  consisting  primarily  of  appliance  and floor
covering  replacements,  perimeter fencing,  cabinet  replacements,  parking lot
resurfacing  and  water  and gas  submetering.  During  the  nine  months  ended
September  30, 2002,  the  Partnership  completed  approximately  $1,065,000  of
capital  improvements at Fox Run Apartments,  primarily  consisting of clubhouse
renovations,  water submetering,  floor covering, cabinet and roof replacements,
structural  improvements,  swimming pool  improvements and water heaters.  These
improvements  were funded from operating cash flow. The additional  improvements
planned for 2002 at the Partnership's  property will be incurred only if cash is
available from operations. 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.

On December 5, 2001,  the  Partnership  refinanced  the mortgage  notes  payable
encumbering  Fox Run  Apartments.  The  refinancing  replaced  first and  second
mortgages  of  approximately  $29,125,000  with a new  mortgage in the amount of
$35,000,000.  The new  mortgage  carries a stated  interest  rate of 6.76%.  The
interest  rates on the old first and second  mortgages  were  8.32% and  15.29%,
respectively.  Principal  and  interest  payments on the  mortgage  loan are due
monthly  until  the loan  matures  in  December  2021 at which  time the loan is
scheduled to be fully amortized. Total capitalized loan costs were approximately
$337,000.

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  $34,363,000  encumbering  Fox Run Apartments is
being amortized over 20 years and matures in December 2021.

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2002 and 2001 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                      Nine Months          Per         Nine Months          Per
                         Ended           Limited          Ended           Limited
                     September 30,     Partnership    September 30,     Partnership
                          2002            Unit             2001             Unit

<S>                     <C>              <C>             <C>               <C>
Operations              $   --           $   --          $  287            $  7.17
Refinancing (1)            279             6.96              --                 --
                        $  279           $ 6.96          $  287            $  7.17
</TABLE>

(1)  Refinancing  proceeds are from  December  2001  refinancing.  Approximately
     $688,000 remains to be distributed.

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
maturity,  refinancing  and/or  sale of the  property.  The  Partnership's  cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance that the Partnership  will generate  sufficient funds from operations,
after required capital improvement expenditures, to permit further distributions
to its partners during the remainder of 2002 or subsequent periods.


<PAGE>



Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 24,934 limited  partnership  units
(the "Units") in the Partnership representing 62.92% of the outstanding Units at
September  30,  2002. A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Managing General  Partner.  As a result of its ownership of
62.92% of the  outstanding  Units,  AIMCO is in a position to control all voting
decisions with respect to the Registrant.  Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

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

Revenue Recognition

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


<PAGE>



ITEM 3.     CONTROLS AND PROCEDURES

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


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

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

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint. The parties are currently in the midst of briefing that appeal.

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


<PAGE>



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

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

                    Exhibit 99,  Certification  of Chief  Executive  Officer and
                    Chief Financial Officer

            b) Reports on Form 8-K:

                  None filed during the quarter ended September 30, 2002.


<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/ Thomas C. Novosel
                                         Thomas C. Novosel
                                         Senior Vice President
                                         and Chief Accounting Officer

                                 Date:   January 9, 2003


<PAGE>


                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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


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


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


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


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


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


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


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


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


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


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


Date: November 13, 2002

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

<PAGE>

                                  CERTIFICATION

I, Paul J. McAuliffe, certify that:

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

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


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


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


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


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


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


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


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


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


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


Date: November 13, 2002

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


<PAGE>


Exhibit 99


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



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

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

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


                                   /s/Patrick J. Foye
                             Name: Patrick J. Foye
                             Date: November 13, 2002


                                   /s/Paul J. McAuliffe
                             Name: Paul J. McAuliffe
                             Date: November 13, 2002

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