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

                                   Form 10-QSB

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

                    For the quarterly period ended June 30, 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)



                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS


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

                                  June 30, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 225
   Receivables and deposits                                                      433
   Restricted escrows                                                            625
   Other assets                                                                  523
   Investment property:
      Land                                                    $ 3,998
      Buildings and related personal property                   31,692
                                                                35,690
      Less accumulated depreciation                            (24,597)       11,093
                                                                            $ 12,899

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 166
   Tenant security deposits                                                      413
   Other liabilities                                                             103
   Mortgage notes payable                                                     34,579

Partners' Deficit
   General partners                                             $ (540)
   Limited partners (39,627 units issued and
      outstanding)                                             (21,822)      (22,362)
                                                                            $ 12,899

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>





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

<TABLE>
<CAPTION>

                                                   Three Months Ended      Six Months Ended
                                                        June 30,               June 30,
                                                    2002        2001        2002       2001
Revenues:
<S>                                              <C>         <C>         <C>        <C>
   Rental income                                 $ 2,027     $ 2,165     $ 4,101    $ 4,248
   Other income                                      129         108         298        226
     Total revenues                                2,156       2,273       4,399      4,474

Expenses:
   Operating                                         580         701       1,237      1,367
   General and administrative                         55          61         128        124
   Depreciation                                      536         453       1,059        890
   Interest                                          591         677       1,186      1,359
   Property taxes                                    265         269         529        749
     Total expenses                                2,027       2,161       4,139      4,489

Net income (loss)                                $   129     $   112     $   260    $   (15)

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

Net income (loss) allocated to limited
  partners (99%)                                     128         111         257        (15)
                                                 $   129     $   112     $   260    $   (15)

Net income (loss) per limited partnership unit   $  3.23     $  2.80     $  6.49    $  (.38)

            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)

Net income for the six months
   ended June 30, 2002                        --             3          257         260

Partners' deficit at June 30, 2002        39,627       $ (540)    $ (21,822)   $(22,362)
            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>




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


<TABLE>
<CAPTION>


                                                                     Six Months Ended
                                                                         June 30,
                                                                     2002         2001
Cash flows from operating activities:
<S>                                                                <C>           <C>
  Net income (loss)                                                $   260       $   (15)
  Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
     Depreciation                                                    1,059           890
     Amortization of loan costs                                          8            56
     Change in accounts:
      Receivables and deposits                                         399            26
      Other assets                                                    (151)          (44)
      Accounts payable                                                  (8)           20
      Tenant security deposit liabilities                              (64)          (20)
      Accrued property taxes                                            --           336
      Other liabilities                                               (262)          177

       Net cash provided by operating activities                     1,241         1,426

Cash flows used in investing activities:
  Property improvements and replacements                            (1,055)       (1,201)

Cash flows used in financing activities:
  Payments on mortgage notes payable                                  (421)         (204)

Net (decrease) increase in cash and cash equivalents                  (235)           21

Cash and cash equivalents at beginning of period                       460           432

Cash and cash equivalents at end of period                         $   225       $   453

Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 1,177       $ 1,084

Supplemental disclosure of non-cash flow information:
  Property improvements and replacements included in
   accounts payable                                                $   127       $    --

Included in property improvements and replacements for the six months ended June
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 six month periods ended June 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  $222,000 and
$224,000 for the six months ended June 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 $207,000 and $112,000 for the
six months  ended June 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  $107,000 and $22,000
for the six months ended June 30, 2002 and 2001, respectively.  The construction
management  service  fees  are  calculated  based  on a  percentage  of  current
additions to investment property.

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 six months ended June
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.


<PAGE>




Note C - 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.

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  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, 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 six  months  ended  June  30,  2002 was
approximately  $260,000 compared to a net loss of approximately  $15,000 for the
corresponding  period in 2001.  Net income for the three  months  ended June 30,
2002 was  approximately  $129,000  compared  to net income of  $112,000  for the
corresponding  period in 2001.  The increase in net income for the three and six
months ended June 30, 2002 compared to the same periods in 2001 is primarily due
to a  decrease  in  total  expenses  partially  offset  by a  decrease  in total
revenues.  Total  expenses  for the three and six  months  ended  June 30,  2002
decreased due to decreases in interest,  property  tax, and  operating  expenses
partially  offset by an  increase  in  depreciation  expense.  Interest  expense
decreased 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 is due to
additional taxes billed and paid in 2001 for the increased assessed value of the
property for 2000.  Operating expense decreased due to a decrease in natural gas
expense  and  salaries  and  related  benefits  partially  offset  by  increased
insurance expense at Fox Run Apartments.  Depreciation  expense increased due to
property  improvements and replacements  during the past twelve months which are
now being depreciated.

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.  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 in
general and administrative expenses.

The decrease in total  revenues for the three and six months ended June 30, 2002
was due to a decrease in rental income  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.

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, 2002, the Partnership had cash and cash equivalents of approximately
$225,000  compared to  approximately  $453,000 at June 30,  2001.  Cash and cash
equivalents  decreased  approximately  $235,000  since  December 31, 2001 due to
approximately  $1,055,000  and $421,000 of cash used in investing  and financing
activities,  respectively,  partially offset by approximately $1,241,000 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.  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  Partnership  has  budgeted
approximately  $1,051,000 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 six months ended June 30, 2002, the  Partnership  spent
approximately $923,000 on 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. 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  $34,579,000  encumbering  Fox Run Apartments is
being  amortized  over 20 years and matures in December  2021, at which time the
mortgage is scheduled to be fully amortized.

There were no cash  distributions  during the six months ended June 30, 2002 and
2001.  Subsequent  to  June  30,  2002,  the  Partnership  declared  and  paid a
distribution from refinancing proceeds of approximately $223,000  (approximately
$221,000 to the limited partners or $5.58 per limited  partnership unit). 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 24,896 limited  partnership  units
(the "Units") in the Partnership representing 62.83% of the outstanding Units at
June 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. In this
regard, on June 25, 2002, a tender offer by AIMCO  Properties,  L.P., to acquire
any and all of the units not owned by affiliates  of AIMCO for a purchase  price
of $229.00 per unit expired.  Pursuant to this offer,  AIMCO  acquired 487 units
during  the  quarter  ended  June 30,  2002.  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 62.83% 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 owed fiduciary
duties to AIMCO as its sole Stockholder. As a result, the duties of the Managing
General  Partner,  as managing  general  partner,  to the  Partnerships  and its
limited  partners may come into conflict with the duties of the Managing General
Partner to AIMCO, as it 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>




                           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.

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 June 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: August 14, 2002


<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 June 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:  August 14, 2002


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 14, 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.