UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549



FORM 10-Q



(Mark One)

[X]

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



For the quarterly period ended June 30, 2008



or



[ ]

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



For the transition period from _________to _________



Commission file number 0-11766



ANGELES PROPERTIES XI

(Exact name of registrant 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

(Registrants telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes [ ] No



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                                                                        |                              
|----------------------------------------------------------------------- | -----------------------------
|Large accelerated filer [ ]                                             | Accelerated filer [ ]        
|Non-accelerated filer [ ]
(Do not check if a smaller reporting company) | Smaller reporting company [X]



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes  [X] No







PART I  FINANCIAL INFORMATION





Item 1.

Financial Statements





ANGELES PARTNERS XI

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)







|                                          |             |             
|----------------------------------------- | ----------- | ------------
|                                          | June 30,    | December 31,
|                                          | 2008        | 2007        
|                                          | (Unaudited) | (Note)      
|Assets                                    |             |             
|Cash and cash equivalents                 | $    600    | $    199    
|Receivables and deposits                  | 517         | 384         
|Other assets                              | 364         | 357         
|Investment property:                      |             |             
|Land                                      | 3,998       | 3,998       
|Buildings and related personal property   | 41,295      | 40,532      
|                                          | 45,293      | 44,530      
|Less accumulated depreciation             | (34,819)    | (33,885)    
|                                          | 10,474      | 10,645      
|                                          | $11,955     | $11,585     
|                                          |             |             
|Liabilities and Partners' Deficit         |             |             
|Liabilities                               |             |             
|Accounts payable                          | $    161    | $    196    
|Tenant security deposit liabilities       | 340         | 323         
|Other liabilities                         | 435         | 391         
|Due to affiliates (Note B)                | 82          | 255         
|Mortgage note payable                     | 28,248      | 28,879      
|                                          | 29,266      | 30,044      
|                                          |             |             
|Partners' Deficit                         |             |             
|General partners                          | (492)       | (503)       
|Limited partners (39,627 units issued and |             |             
|outstanding)                              | (16,819)    | (17,956)    
|                                          | (17,311)    | (18,459)    
|                                          | $11,955     | $11,585     



Note:

The consolidated balance sheet at December 31, 2007 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.



See Accompanying Notes to Consolidated Financial Statements

















ANGELES PARTNERS XI

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)





|                                        |                    |                  |         |        
|--------------------------------------- | ------------------ | ---------------- | ------- | -------
|                                        | Three Months Ended | Six Months Ended
|                                        | June 30,           | June 30,        
|                                        | 2008               | 2007             | 2008    | 2007   
|Revenues:                               |                    |                  |         |        
|Rental income                           | $ 2,394            | $ 2,286          | $ 4,774 | $ 4,541
|Other income                            | 209                | 238              | 603     | 439    
|Total revenues                          | 2,603              | 2,524            | 5,377   | 4,980  
|                                        |                    |                  |         |        
|Expenses:                               |                    |                  |         |        
|Operating                               | 729                | 822              | 1,622   | 1,634  
|General and administrative              | 131                | 123              | 213     | 216    
|Depreciation                            | 467                | 419              | 934     | 829    
|Interest                                | 487                | 522              | 981     | 1,056  
|Property taxes                          | 240                | 232              | 479     | 464    
|Total expenses                          | 2,054              | 2,118            | 4,229   | 4,199  
|                                        |                    |                  |         |        
|Net income                              | $549               | $406             | $1,148  | $781   
|                                        |                    |                  |         |        
|Net income allocated to general         |                    |                  |         |        
|partners (1%)                           | $     5            | $     4          | $    11 | $     8
|                                        |                    |                  |         |        
|Net income allocated to limited         |                    |                  |         |        
|partners (99%)                          | 544                | 402              | 1,137   | 773    
|                                        |                    |                  |         |        
|                                        | $549               | $406             | $1,148  | $781   
|                                        |                    |                  |         |        
|Net income per limited partnership unit | $13.73             | $10.14           | $28.69  | $19.51 



See Accompanying Notes to Consolidated Financial Statements

















ANGELES PARTNERS XI

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT

(Unaudited)

(in thousands, except unit data)







|                               |             |          |           |          
|------------------------------ | ----------- | -------- | --------- | ---------
|                               | Limited     |          |           |          
|                               | Partnership | General  | Limited   |          
|                               | Units       | Partners | Partners  | Total    
|                               |             |          |           |          
|Original capital contributions | 40,000      | $30      | $40,000   | $40,030  
|                               |             |          |           |          
|Partners' deficit at           |             |          |           |          
|December 31, 2007              | 39,627      | $ (503)  | $(17,956) | $(18,459)
|                               |             |          |           |          
|Net income for the six months  |             |          |           |          
|ended June 30, 2008            | --          | 11       | 1,137     | 1,148    
|                               |             |          |           |          
|Partners' deficit at           |             |          |           |          
|June 30, 2008                  | 39,627      | $(492)   | $(16,819) | $(17,311)



See Accompanying Notes to Consolidated Financial Statements















ANGELES PARTNERS XI

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)



|                                                            |                  |        
|----------------------------------------------------------- | ---------------- | -------
|                                                            | Six Months Ended
|                                                            | June 30,        
|                                                            | 2008             | 2007   
|Cash flows from operating activities:                       |                  |        
|Net income                                                  | $ 1,148          | $   781
|Adjustments to reconcile net income to net cash             |                  |        
|provided by operating activities:                           |                  |        
|Depreciation                                                | 934              | 829    
|Amortization of loan costs                                  | 8                | 8      
|Change in accounts:                                         |                  |        
|Receivables and deposits                                    | (133)            | (8)    
|Other assets                                                | (15)             | (126)  
|Accounts payable                                            | 2                | (9)    
|Tenant security deposit liabilities                         | 17               | 41     
|Other liabilities                                           | 44               | 68     
|Due to affiliates                                           | 26               | 57     
|Net cash provided by operating activities                   | 2,031            | 1,641  
|                                                            |                  |        
|Cash flows used in investing activities:                    |                  |        
|Property improvements and replacements                      | (800)            | (756)  
|                                                            |                  |        
|Cash flows from financing activities:                       |                  |        
|Payments on mortgage note payable                           | (631)            | (590)  
|Repayment of advances from affiliates                       | (199)            | (594)  
|Net cash used in financing activities                       | (830)            | (1,184)
|                                                            |                  |        
|Net increase (decrease) in cash and cash equivalents        | 401              | (299)  
|                                                            |                  |        
|Cash and cash equivalents at beginning of period            | 199              | 589    
|                                                            |                  |        
|Cash and cash equivalents at end of period                  | $600             | $290   
|                                                            |                  |        
|Supplemental disclosure of cash flow information:           |                  |        
|Cash paid for interest                                      | $978             | $1,099 
|                                                            |                  |        
|Supplemental disclosure of non-cash activity:               |                  |        
|Property improvements and replacements included in accounts |                  |        
|payable                                                     | $62              | $55    



Included in property improvements and replacements for the six months ended June 30, 2008 and 2007 are approximately $99,000 and $47,000 of property improvements and replacements, respectively, which were included in accounts payable at December 31, 2007 and 2006, respectively.



See Accompanying Notes to Consolidated Financial Statements













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-Q and Article 8-03 of Regulation S-X.  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, 2008, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2008. 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, 2007. 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 depends on the Managing General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for (i) certain payments to affiliates for services and (ii) reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.



Affiliates of the Managing General Partner receive 5% of gross receipts from the Partnership's property as compensation for providing property management services. The Partnership paid to such affiliates approximately $263,000 and $246,000 for the six months ended June 30, 2008 and 2007, respectively, which is included in operating expenses.



Affiliates of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $127,000 and $149,000 for the six months ended June 30, 2008 and 2007, respectively, which are included in general and administrative expenses and investment property. The portion of these reimbursements included in investment property for the six months ended June 30, 2008 and 2007 are construction management services provided by an affiliate of the Managing General Partner of approximately $69,000 and $64,000, respectively.



The Partnership Agreement provides for a fee equal to 7.5% of "net cash flow from operations", as defined in the Partnership Agreement, to be paid to the Managing General Partner for executive and administrative management services. One half of this fee is to be accrued and not paid unless the limited partners have received distributions equal to a 5% cumulative annual return on their adjusted capital investment as defined in the Partnership Agreement or there are net proceeds from the sale or financing of the investment property. During the six months ended June 30, 2008 and 2007 fees of approximately $45,000 and $22,000 were earned and are included in due to affiliates. At June 30, 2008, the Partnership has accrued approximately $37,000 of Partnership management fees, representing one half of the fees earned in 2000, 2001, 2002 and 2007 which are included in due to affiliates. This amount plus one half of the fee earned during the six months ended June 30, 2008 will remain accrued until the criteria for payment has been met.  At June 30, 2008 approximately $82,000 of fees are included in due to affiliates of which approximately $23,000 represents one half of the 2008 fee which is currently payable. At December 31, 2007 approximately $53,000 in fees were included in due to affiliates of which approximately $16,000 was equal to one half of the 2007 fee earned and payable.  This $16,000 was paid during the six months ended June 30, 2008.



Prior to 2006, AIMCO Properties, L.P., an affiliate of the Managing General Partner, advanced to the Partnership approximately $1,288,000 to cover capital improvements and operations at Fox Run Apartments. There were no advances from AIMCO Properties, L.P. during the six months ended June 30, 2008 and 2007. During the six months ended June 30, 2008 and 2007, the Partnership repaid advances and accrued interest of approximately $210,000 and $685,000, respectively. Interest is charged at prime plus 2% (7.00% at June 30, 2008) and was approximately $8,000 and $41,000 for the six months ended June 30, 2008 and 2007, respectively. Total advances and accrued interest of approximately $202,000 were unpaid at December 31, 2007 and are included in due to affiliates. No amounts were owed at June 30, 2008. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.



The Partnership insures its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability. The Partnership insures its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner.  During the six months ended June 30, 2008, the Partnership was charged by AIMCO and its affiliates approximately $89,000 for hazard insurance coverage and fees associated with policy claims administration.  Additional charges will be incurred by the Partnership during 2008 as other insurance policies renew later in the year. The Partnership was charged by AIMCO and its affiliates approximately $192,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2007.



Note C  Contingencies



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



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



On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.  With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial courts order and remanded to the trial court for further findings on the basis that the state of the record is insufficient to permit meaningful appellate review.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial courts order striking the first amended complaint.



On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and ordered additional briefing from the parties and Objector. On June 30, 2006, the trial court entered an order confirming its approval of the class action settlement and entering judgment thereto after the Court of Appeals had remanded the matter for further findings.  The substantive terms of the settlement agreement remain unchanged.  The trial court also entered supplemental orders on July 1, 2006, denying Objectors Motion to File a Complaint in Intervention, Objectors Motion for Leave of Discovery and Objectors Motion to Dissolve the Anti-Suit Injunction.  Notice of Entry of Judgment was served on July 10, 2006.



On August 31, 2006, the Objector filed a Notice of Appeal to the Courts June 30, 2006 and July 1, 2006 orders. The matter was argued and submitted and the Court of Appeal issued an opinion on February 20, 2008 affirming the order approving the settlement and judgment entered thereto. On March 12, 2008, the Court of Appeal denied Appellants Petition for Re-Hearing. On May 21, 2008, the California Supreme Court denied Appellants Petition for Review.  Objector has until August 19,2008 to file a petition for certiorari with the United States Supreme Court.



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



As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (FLSA) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (overtime claims).  The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call" (on-call claims).  In March 2007, the court in the District of Columbia decertified the collective action.  In July 2007, plaintiffs counsel filed individual cases in Federal court in 22 jurisdictions.  In the second quarter 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining on-call claims and the attorneys fees claimed by plaintiffs counsel.  As a result, the lawsuits asserted in the 22 Federal courts will be dismissed.  At this time, affiliates of the Managing General Partner are attempting to obtain additional information to determine the most equitable allocation of settlement amounts and attorneys fees.  The Managing General Partner is uncertain as to the amount of loss, if any, allocable to the Partnership.  Therefore, the Partnership cannot estimate whether a loss will occur or a potential range of loss.



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



Environmental



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



Mold



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





Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations



The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements in certain circumstances. Certain information included in this Report contains or may contain information that is forward-looking, including, without limitation, statements regarding the effect of redevelopments, the Partnerships future financial performance, including the Partnerships ability to maintain current or meet projected occupancy and rent levels, and the effect of government regulations. Actual results may differ materially from those described in the forward-looking statements and, in addition, will be affected by a variety of risks and factors that are beyond the Partnerships control including, without limitation: natural disasters such as hurricanes; national and local economic conditions; the general level of interest rates; energy costs; the terms of governmental regulations that affect the Partnerships property and interpretations of those regulations; the competitive environment in which the Partnership operates; financing risks, including the risk that the Partnerships cash flows from operations may be insufficient to meet required payments of principal and interest; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets; insurance risks; development risks; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership.   Readers should carefully review the Partnerships consolidated financial statements and the notes thereto, as well as the risk factors described in the documents the Partnership files from time to time with the Securities and Exchange Commission.



The Partnership's investment property consists of one apartment complex.  The following table sets forth the average occupancy of the property for the six months ended June 30, 2008 and 2007:



|                       |                   |     
|---------------------- | ----------------- | ----
|                       | Average Occupancy
|Property               | 2008              | 2007
|                       |                   |     
|Fox Run Apartments     | 98%               | 98% 
|Plainsboro, New Jersey |                   |     



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



Results of Operations



The Partnerships net income for the three and six months ended June 30, 2008 was approximately $549,000 and $1,148,000, respectively, compared to net income of approximately $406,000 and $781,000 for the three and six months ended June 30, 2007, respectively.  Net income increased for the three month period primarily due to an increase in total revenues and a decrease in total expenses. Net income increased for the six month period primarily due to an increase in total revenues, partially offset by an increase in total expenses. Total revenues increased for the three months ended June 30, 2008 due to an increase in rental income, partially offset by a decrease in other income.  Total revenues increased for the six months ended June 30, 2008 due to increases in both rental and other income.  Rental income increased for both periods due to an increase in the average rental rate at the Partnerships investment property. Other income decreased for the three month period due to a decrease in lease cancellation fees and a decrease in tenant utility reimbursements.  Other income increased for the six month period due primarily to an increase in tenant utility reimbursements.



Total expenses decreased for the three month period ended June 30, 2008 due to decreases in operating and interest expenses, partially offset by increases in depreciation, property tax and general and administrative expenses.  Total expenses increased for the six month period ended June 30, 2008 due to increases in property tax and depreciation expenses, partially offset by decreases in operating, interest and general and administrative expenses. Operating expenses decreased for the three month period due to decreases in administrative, insurance and maintenance expenses, partially offset by an increase in management fees.  Operating expenses decreased for the six month period due to decreases in administrative, insurance and maintenance expenses, partially offset by increases in property and management fee expenses. Management fees increased for both periods due to an increase in rental income upon which such fee is based.  Property expense increased for the six month period due to an increase in salaries and related benefits and increased utility costs.  Administrative expense decreased for both periods due to a decrease in legal expenses partially offset by an increase in license and permit costs.  Insurance expense decreased for both periods due to a decrease in hazard insurance premiums at the Partnerships investment property.  Maintenance expense decreased for both periods due primarily to decreases in snow removal costs and contract services.  Property tax expense increased for both periods due to an increase in the property tax rate. Depreciation expense increased for both periods due to additions placed into service during the year which are being depreciated. Interest expense decreased for both periods due to a decrease in interest on the mortgage encumbering the investment property as a result of scheduled principal payments which reduced the carrying amount of the mortgage and a decrease in interest on advances from AIMCO Properties, L.P., as a result of payments on advances during the year ended December 31, 2007 which reduced the carrying amount.



General and administrative expense increased for the three months ended June 30, 2008 primarily due to an increase in the partnership management fee earned during the three months ended June 30, 2008 as compared to the fee earned for the three months ended June 30, 2007.  The Partnership management fee is based on net cash flow from operations, as defined in the Partnership Agreement. General and administrative expense decreased for the six months ended June 30, 2008 primarily due to a decrease in the cost of services included in management reimbursements to the Managing General Partner allowed under the Partnership Agreement, partially offset by an increase in partnership management fees. Also included in general and administrative expenses are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.



Liquidity and Capital Resources



At June 30, 2008 the Partnership had cash and cash equivalents of approximately $600,000 compared to approximately $290,000 at June 30, 2007. Cash and cash equivalents increased approximately $401,000 since December 31, 2007 due to approximately $2,031,000 of cash provided by operating activities, partially offset by approximately $800,000 and $830,000 of cash used in investing and financing activities, respectively. Cash used in investing activities consisted of property improvements and replacements.  Cash used in financing activities consisted of principal payments on the mortgage encumbering the Partnerships investment property and payments made on advances from AIMCO Properties, L.P. The Partnership invests its working capital reserves in interest-bearing accounts.



The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the property to adequately maintain the physical assets and other operating needs of the Partnership and to comply with federal, state, and local legal and regulatory requirements. The Managing General Partner monitors developments in the area of legal and regulatory compliance.  Capital improvements planned for the Partnerships property are detailed below.



During the six months ended June 30, 2008, the Partnership completed approximately $763,000 of capital improvements at Fox Run Apartments, primarily consisting of floor covering, water heater, appliance and air conditioning unit replacements and kitchen and bath upgrades. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during the remainder of 2008. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property. To the extent that capital improvements are completed, the Partnerships distributable cash flow, if any, may be adversely affected at least in the short term.



The Partnerships assets are thought to be generally sufficient for any near term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness encumbering Fox Run Apartments of approximately $28,248,000 is being amortized over 20 years and matures in December 2021, at which time it is scheduled to be fully amortized.



The Partnership had no distributions for the six months ended June 30, 2008 and 2007. Future cash distributions will depend on the levels of net cash generated from operations, the timing of the sale of the property and/or refinancing. The Partnerships cash available for distribution is reviewed on a monthly basis.  There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after planned capital improvement expenditures, to permit any distributions to its partners in 2008.



Other



In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 32,604 limited partnership units (the "Units") in the Partnership representing 82.28% of the outstanding Units at June 30, 2008.  A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates.  It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 82.28% of the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.



Critical Accounting Policies and Estimates



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



Impairment of Long-Lived Asset



Investment property is recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable.  If events or circumstances indicate that the carrying amount of the property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnerships estimate of the undiscounted future cash flows, excluding interest charges, of the property.   If the carrying amount exceeds the aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.



Real property investment is subject to varying degrees of risk.  Several factors may adversely affect the economic performance and value of the Partnerships investment property.  These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing.  Any adverse changes in these factors could cause impairment of the Partnerships asset.



Revenue Recognition



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



Item 4T.

Controls and Procedures



(a)

Disclosure Controls and Procedures



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



(b)

Changes in Internal Control Over Financial Reporting.



There have been no significant changes in the Partnerships internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Partnerships internal control over financial reporting.















PART II - OTHER INFORMATION





Item 1.

Legal Proceedings



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



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



On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.  With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial courts order and remanded to the trial court for further findings on the basis that the state of the record is insufficient to permit meaningful appellate review.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial courts order striking the first amended complaint.



On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and ordered additional briefing from the parties and Objector. On June 30, 2006, the trial court entered an order confirming its approval of the class action settlement and entering judgment thereto after the Court of Appeals had remanded the matter for further findings.  The substantive terms of the settlement agreement remain unchanged.  The trial court also entered supplemental orders on July 1, 2006, denying Objectors Motion to File a Complaint in Intervention, Objectors Motion for Leave of Discovery and Objectors Motion to Dissolve the Anti-Suit Injunction.  Notice of Entry of Judgment was served on July 10, 2006.



On August 31, 2006, the Objector filed a Notice of Appeal to the Courts June 30, 2006 and July 1, 2006 orders. The matter was argued and submitted and the Court of Appeal issued an opinion on February 20, 2008 affirming the order approving the settlement and judgment entered thereto. On March 12, 2008, the Court of Appeal denied Appellants Petition for Re-Hearing. On May 21, 2008, the California Supreme Court denied Appellants Petition for Review.  Objector has until August 19,2008 to file a petition for certiorari with the United States Supreme Court.



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



As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (FLSA) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (overtime claims).  The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call" (on-call claims).  In March 2007, the court in the District of Columbia decertified the collective action.  In July 2007, plaintiffs counsel filed individual cases in Federal court in 22 jurisdictions.  In the second quarter 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining on-call claims and the attorneys fees claimed by plaintiffs counsel.  As a result, the lawsuits asserted in the 22 Federal courts will be dismissed.  At this time, affiliates of the Managing General Partner are attempting to obtain additional information to determine the most equitable allocation of settlement amounts and attorneys fees.  The Managing General Partner is uncertain as to the amount of loss, if any, allocable to the Partnership.  Therefore, the Partnership cannot estimate whether a loss will occur or a potential range of loss.



Item 6.

Exhibits



See Exhibit Index Attached.















SIGNATURES







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.







|                      |                                    
|--------------------- | -----------------------------------
|                      | ANGELES PARTNERS XI                
|                      | (A California Limited Partnership) 
|                      |                                    
|                      | By:   Angeles Realty Corporation II
|                      | Managing General Partner           
|                      |                                    
|Date: August 13, 2008 | By:   /s/Martha L. Long            
|                      | Martha L. Long                     
|                      | Senior Vice President              
|                      |                                    
|Date: August 13, 2008 | By:   /s/Stephen B. Waters         
|                      | Stephen B. Waters                  
|                      | Vice President                     
|                      |                                    
|                      |                                    



















ANGELES PARTNERS XI



EXHIBIT INDEX





Exhibit Number

Description of Exhibit



3.1

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



10.13

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



31.1

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



31.2

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



32.1

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