FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report



                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

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

                    For the quarterly period ended June 30, 2001


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


                For the transition period from _________to _________

                         Commission file number 0-11766


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



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

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                      (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)


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


<PAGE>



                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS


a)

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

                                  June 30, 2001

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   453
   Receivables and deposits                                                      616
   Other assets                                                                  140
   Investment property:
      Land                                                    $ 3,998
      Buildings and related personal property                   29,427
                                                                33,425
      Less accumulated depreciation                            (22,607)       10,818
                                                                            $ 12,027

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 137
   Tenant security deposits                                                      609
   Property taxes                                                                336
   Other liabilities                                                             327
   Mortgage notes payable                                                     29,332

Partners' Deficit
   General partners                                             $ (503)
   Limited partners (39,627 units issued and
      outstanding)                                             (18,211)      (18,714)
                                                                            $ 12,027

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>


b)

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

<TABLE>
<CAPTION>

                                                   Three Months Ended      Six Months Ended
                                                        June 30,               June 30,
                                                    2001        2000        2001       2000
Revenues:
<S>                                              <C>         <C>         <C>        <C>
   Rental income                                 $ 2,165     $ 1,969     $ 4,248    $ 3,872
   Other income                                      108         209         226        308
     Total revenues                                2,273       2,178       4,474      4,180

Expenses:
   Operating                                         701         644       1,367      1,312
   General and administrative                         61          53         124         98
   Depreciation                                      453         394         890        769
   Interest                                          677         684       1,359      1,368
   Property taxes                                    269         209         749        418
     Total expenses                                2,161       1,984       4,489      3,965

Net income (loss)                                $   112     $   194     $   (15)   $   215

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

Net income (loss) allocated to limited
  partners (99%)                                     111         192         (15)       213
                                                 $   112     $   194     $   (15)   $   215

Net income (loss) per limited partnership unit   $  2.80     $  4.85     $  (.38)   $  5.38

Distributions per limited partnership unit       $    --     $ 44.59     $    --    $ 44.59

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>


c)

                                ANGELES PARTNERS XI
               CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)
                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                        Limited
                                       Partnership     General     Limited
                                          Units       Partners     Partners      Total

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

Partners' deficit at
   December 31, 2000                      39,627       $ (503)    $ (18,196)   $(18,699)

Net loss for the six months
   ended June 30, 2001                        --            --          (15)        (15)

Partners' deficit at June 30, 2001        39,627       $ (503)    $ (18,211)   $(18,714)

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>


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

                                                                     Six Months Ended
                                                                         June 30,
                                                                     2001         2000
Cash flows from operating activities:
<S>                                                                <C>           <C>
  Net (loss) income                                                $   (15)      $   215
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
     Depreciation                                                      890           769
     Amortization of loan costs                                         56            56
     Change in accounts:
      Receivables and deposits                                          26           139
      Other assets                                                     (44)          (29)
      Accounts payable                                                  20           193
      Tenant security deposit liabilities                              (20)           45
      Accrued property taxes                                           336            --
      Other liabilities                                                177           113

       Net cash provided by operating activities                     1,426         1,501

Cash flows from investing activities:
  Property improvements and replacements                            (1,201)         (936)

Cash flows from financing activities:
  Distributions to partners                                             --        (1,785)
  Payments on mortgage notes payable                                  (204)         (198)

       Net cash used in financing activities                          (204)       (1,983)

Net increase (decrease) in cash and cash equivalents                    21        (1,418)

Cash and cash equivalents at beginning of period                       432         2,118

Cash and cash equivalents at end of period                         $   453       $   700

Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 1,084       $ 1,090


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

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

e)

                               ANGELES PARTNERS XI
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying unaudited consolidated financial statements of Angeles Partners
XI (the  "Partnership"  or  "Registrant")  have been prepared in accordance with
generally accepted accounting  principles for interim financial  information and
with  the  instructions  to Form  10-QSB  and Item  310(b)  of  Regulation  S-B.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In  the  opinion  of  Angeles  Realty  Corporation  II  (the  "Managing  General
Partner"),  all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three and six month periods ended June 30, 2001, are not necessarily  indicative
of the results  that may be expected  for the fiscal  year ending  December  31,
2001. 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, 2000. The Managing  General Partner is an
affiliate of Apartment  Investment and Management Company ("AIMCO"),  a publicly
traded real estate investment trust.

Principles of Consolidation

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

Segment Reporting

Statement of Financial  Accounting Standards ("SFAS") No. 131, "Disclosure about
Segments of an Enterprise and Related Information" established standards for the
way that public business enterprises report information about operating segments
in annual  financial  statements  and  requires  that those  enterprises  report
selected  information about operating segments in interim financial reports.  It
also established  standards for related disclosures about products and services,
geographic  areas  and  major  customers.  As  defined  in  SFAS  No.  131,  the
Partnership  has only one  reportable  segment.  The  Managing  General  Partner
believes that  segment-based  disclosures  will not result in a more  meaningful
presentation than the consolidated financial statements as currently presented.

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.

The  following  payments  owed to the Managing  General  Partner and  affiliates
during the six months ended June 30, 2001 and 2000 were paid or accrued:

                                                              2001       2000
                                                              (in thousands)

   Property management fees (included in
     operating expense)                                       $224       $203
   Reimbursement for services of affiliates (included
     in general and administrative and operating
     expenses and investment property)                         112        127

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 Registrant  paid to such  affiliates  approximately  $224,000 and
$203,000 for the six months ended June 30, 2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $112,000 and
$127,000 for the six months ended June 30, 2001 and 2000, respectively. Included
in these expenses at June 30, 2001 and 2000 are  reimbursements of approximately
$22,000 and $65,000, respectively, for construction oversight costs.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 24,276 limited  partnership  units
(the "Units") in the Partnership representing 61.26% of the outstanding Units at
June 30, 2001. 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  limited  partnership  interests in the Partnership for
cash or in  exchange  for units in the  operating  partnership  of AIMCO  either
through private  purchases or tender offers.  Under the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters, which would include without limitation,  voting
on certain  amendments  to the  Partnership  Agreement  and voting to remove the
Managing  General  Partner.  As a  result  of its  ownership  of  61.26%  of the
outstanding Units, AIMCO is in a position to influence all voting decisions with
respect to the Registrant. When voting on matters, AIMCO would in all likelihood
vote the Units it acquired in a manner favorable to the interest of the Managing
General Partner because of its affiliation with the Managing General Partner.

Note C - Distributions

There were no cash  distributions  during the six  months  ended June 30,  2001;
however  subsequent  to June  30,  2001,  the  Partnership  declared  and paid a
distribution from operations of approximately $287,000  (approximately  $284,000
to the limited partners or $7.17 per limited  partnership  unit). A distribution
of approximately $1,785,000 (approximately $1,767,000 to the limited partners or
$44.59 per limited  partnership  unit) was paid from  operations  during the six
months ended June 30, 2000.

Note D - Legal Proceedings

In March 1998, several putative  unitholders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  its Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging,  among other things,  the  acquisition of interests in
certain 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.  Plaintiffs have until
August 16, 2001 to file a fourth amended complaint. The Managing General Partner
does  not  anticipate  that  any  costs,  whether  legal  or  settlement  costs,
associated  with  this  case  will  be  material  to the  Partnership's  overall
operations.

The  Partnership  also is a party to certain  legal actions  resulting  from its
operating  activities.  These actions are routine  litigation and administrative
proceedings  arising  in the  ordinary  course  of  business,  none of which are
expected  to  have a  material  adverse  effect  on the  consolidated  financial
condition or results of operations of the Partnership.


<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, 2001 and 2000:

                                                   Average Occupancy
      Property                                      2001       2000

      Fox Run Apartments                            95%        95%
        Plainsboro, New Jersey

Results from Operations

The  Partnership's  net  loss  for  the six  months  ended  June  30,  2001  was
approximately  $15,000 compared to net income of approximately  $215,000 for the
corresponding period in 2000. The net income for the three months ended June 30,
2001 was  approximately  $112,000  compared to  approximately  $194,000  for the
corresponding  period in 2000.  The decrease in net income for the three and six
month  periods ended June 30, 2001 as compared to the three and six months ended
June 30, 2000 is  primarily  due to an increase in total  expenses  offset by an
increase in total  revenues.  Total  expenses for the three and six months ended
June  30,  2001   increased  due  to  increases  in  property  tax,   operating,
depreciation,  and general and  administrative  expenses.  Property  tax expense
increased due to an increase in the assessed value of the property by the taxing
authorities.  Operating  expense  increased  due  to  increased  utility  costs,
especially natural gas, and professional  expenses relating to the appeal of the
property tax  assessment  at the  Partnership's  investment  property  offset by
decreases in maintenance costs. As a result of its appeal, the assessed value of
the  Partnership's  investment  property  was  reduced by the taxing  authority.
Depreciation  increased due to capital  improvements and replacements during the
past twelve months which are now being depreciated.

General and administrative expenses increased for the three and six months ended
June  30,  2001  due to an  increase  in the cost of  services  included  in the
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.

The increase in total  revenues was the result of an increase in rental  revenue
offset  by a  decrease  in other  income.  Rental  revenue  increased  due to an
increase in average rental rates at Fox Run Apartments.  Other income  decreased
due to decreases  in corporate  housing  revenue and interest  income.  Interest
income  decreased  due to  lower  average  cash  balances  in  interest  bearing
accounts.

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, 2001, the Partnership had cash and cash equivalents of approximately
$453,000 as compared to  approximately  $700,000 at June 30, 2000. Cash and cash
equivalents increased approximately $21,000 from December 31, 2000 primarily due
to approximately  $1,426,000 of cash provided by operating  activities offset by
approximately  $1,201,000  and $204,000 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  made on the  mortgages  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  $2,832,000  for capital  improvements  for the  property for 2001
consisting  primarily of cabinet,  appliance,  and floor covering  replacements.
During the six months ended June 30, 2001, the Partnership  spent  approximately
$895,000 on capital  improvements at Fox Run Apartments  primarily consisting of
cabinet and floor replacements,  parking resurfacing,  and water heaters.  These
improvements  were funded from operating cash flow. The additional  improvements
planned for 2001 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.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness  of  approximately  $29,332,000  encumbering  Fox Run Apartments is
being amortized over periods  ranging from 15 to 27 years with balloon  payments
of  $29,108,000  due January 2002. The Managing  General  Partner may attempt to
refinance  such  indebtedness  and/or sell the property  prior to such  maturity
date. If the property cannot be refinanced or sold for a sufficient  amount, the
Partnership will risk losing such property through foreclosure.

There were no cash  distributions  during the six  months  ended June 30,  2001;
however  subsequent  to June  30,  2001,  the  Partnership  declared  and paid a
distribution from operations of approximately $287,000  (approximately  $284,000
to the limited partners or $7.17 per limited  partnership  unit). A distribution
of approximately $1,785,000 (approximately $1,767,000 to the limited partners or
$44.59 per limited  partnership  unit) was paid from  operations  during the six
months ended June 30, 2000. Future cash  distributions will depend on the levels
of net cash generated from operations, the availability of cash reserves and the
timing of the debt  maturities,  refinancings  and/or sale of the property.  The
Partnership's distribution policy is reviewed on a quarterly basis. There can be
no  assurance  that  the  Partnership   will  generate   sufficient  funds  from
operations,   after  required  capital  improvement   expenditures,   to  permit
additional  distributions  to its  partners  during  the  remainder  of  2001 or
subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 24,276 limited  partnership  units
(the "Units") in the Partnership representing 61.26% of the outstanding Units at
June 30, 2001. 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  limited  partnership  interests in the Partnership for
cash or in  exchange  for units in the  operating  partnership  of AIMCO  either
through private  purchases or tender offers.  Under the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters, which would include without limitation,  voting
on certain  amendments  to the  Partnership  Agreement  and voting to remove the
Managing  General  Partner.  As a  result  of its  ownership  of  61.26%  of the
outstanding Units, AIMCO is in a position to influence all voting decisions with
respect to the Registrant. When voting on matters, AIMCO would in all likelihood
vote the Units it acquired in a manner favorable to the interest of the Managing
General Partner because of its affiliation with the Managing General Partner.


<PAGE>




                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative  unitholders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  its Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging,  among other things,  the  acquisition of interests in
certain 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.  Plaintiffs have until
August 16, 2001 to file a fourth amended complaint. The Managing General Partner
does  not  anticipate  that  any  costs,  whether  legal  or  settlement  costs,
associated  with  this  case  will  be  material  to the  Partnership's  overall
operations.


<PAGE>



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  None.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended June 30, 2001.


<PAGE>


                                   SIGNATURES



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



                                 ANGELES PARTNERS XI

                                 By:     Angeles Realty Corporation II
                                         Managing General Partner

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

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

                                 Date:   August 2, 2001