UNITED STATES
                         SECURITIES EXCHANGE ACT OF 1934
                             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 September 30, 2003


[ ] 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 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
                           (Issuer's telephone number)

<PAGE>

                         PART I - FINANCIAL INFORMATION



ITEM 1.     Financial Statements


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

                               September 30, 2003

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 504
   Receivables and deposits                                                      427
   Restricted escrows                                                            625
   Other assets                                                                  485
   Investment property:
      Land                                                    $ 3,998
      Buildings and related personal property                   32,919
                                                                36,917
      Less accumulated depreciation                            (27,072)        9,845
                                                                            $ 11,886

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 52
   Tenant security deposit liabilities                                           371
   Due to affiliates (Note B)                                                    648
   Other liabilities                                                             194
   Mortgage note payable                                                      33,463

Partners' Deficit
   General partners                                            $ (545)
   Limited partners (39,627 units issued and
      outstanding)                                             (22,297)      (22,842)
                                                                            $ 11,886

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>

                                                  Three Months Ended       Nine Months Ended
                                                    September 30,            September 30,
                                                   2003         2002        2003       2002
Revenues:
<S>                                              <C>           <C>        <C>        <C>
  Rental income                                  $ 2,019       $ 1,996    $ 5,739    $ 6,097
  Other income                                       169           142        361        440
  Casualty gain (Note C)                              --            --          4         --
     Total revenues                                2,188         2,138      6,104      6,537

Expenses:
  Operating                                          583           553      1,910      1,790
  General and administrative                          95           230        324        358
  Depreciation                                       344           524      1,437      1,583
  Interest                                           578           586      1,741      1,772
  Property taxes                                     286           266        817        795
     Total expenses                                1,886         2,159      6,229      6,298

Net income (loss)                                 $ 302         $ (21)     $ (125)    $ 239

Net income (loss) allocated to general
  partners (1%)                                    $ 3          $ --        $ (1)      $ 2
Net income (loss) allocated to limited
  partners (99%)                                     299           (21)      (124)       237

                                                  $ 302         $ (21)     $ (125)    $ 239

Net income (loss) per limited partnership
  unit                                            $ 7.54       $ (0.53)   $ (3.13)    $ 5.98

Distributions per limited partnership unit         $ --        $ 6.96      $ 3.36     $ 6.96

            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, 2002                    39,627         $ (543)     $(22,040)     $(22,583)

Distributions to partners                                 (1)         (133)         (134)

Net loss for the nine months
  ended September 30, 2003                 --             (1)         (124)         (125)

Partners' deficit
  at September 30, 2003                39,627         $ (545)     $(22,297)     $(22,842)

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

                                                                   Nine Months Ended
                                                                     September 30,
                                                                  2003           2002
Cash flows from operating activities:
<S>                                                              <C>            <C>
  Net (loss) income                                              $ (125)        $ 239
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
     Depreciation                                                 1,437          1,583
     Amortization of loan costs                                      13             12
     Casualty gain                                                   (4)            --
     Change in accounts:
      Receivables and deposits                                     (118)           409
      Other assets                                                  (51)           (80)
      Accounts payable                                             (107)            11
      Tenant security deposit liabilities                           (14)           (77)
      Due to affiliates                                              (6)            --
      Other liabilities                                            (106)           105
        Net cash provided by operating activities                   919          2,202

Cash flows from investing activities:
  Property improvements and replacements                           (967)        (1,324)
  Insurance proceeds received                                         4             --
        Net cash used in investing activities                      (963)        (1,324)

Cash flows from financing activities:
  Advances from affiliate                                           611             --
  Payments on mortgage notes payable                               (606)          (637)
  Distributions to partners                                        (134)          (279)
        Net cash used in financing activities                      (129)          (916)

Net decrease in cash and cash equivalents                          (173)           (38)
Cash and cash equivalents at beginning of period                    677            460

Cash and cash equivalents at end of period                       $ 504          $ 422

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 1,713        $ 1,760

Supplemental disclosure of non-cash activity:
  Property improvements and replacements included in
   accounts payable                                               $ 52           $ --

Included in property  improvements  and  replacements  for the nine months ended
September  30,  2003  and  2002,  are   approximately   $161,000  and  $259,000,
respectively,  of  improvements  which  were  included  in  accounts  payable at
December 31, 2002 and 2001, respectively.

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                               ANGELES PARTNERS XI
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying unaudited consolidated financial statements of Angeles Partners
XI (the  "Partnership"  or  "Registrant")  have been prepared in accordance with
generally accepted accounting  principles for interim financial  information and
with  the  instructions  to Form  10-QSB  and Item  310(b)  of  Regulation  S-B.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In  the  opinion  of  Angeles  Realty  Corporation  II  (the  "Managing  General
Partner"),  all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three and nine month  periods  ended  September  30, 2003,  are not  necessarily
indicative  of the  results  that may be  expected  for the fiscal  year  ending
December 31, 2003. 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, 2002.  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 Partnership's  property as compensation for providing property
management  services.  The  Partnership  paid to such  affiliates  approximately
$303,000 and $328,000  for the nine months  ended  September  30, 2003 and 2002,
respectively, which is included in operating expenses.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $181,000 and $276,000 for the
nine months ended September 30, 2003 and 2002, 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  $74,000 and
$133,000 for the nine months ended  September  30, 2003 and 2002,  respectively.
The construction management service fees are calculated based on a percentage of
current additions to investment property.

The  Partnership  Agreement  provides  for a fee equal to 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. This return
criteria has not been met.  During the nine months ended  September 30, 2003 and
2002 no fees were earned.  At September 30, 2003,  the  Partnership  has accrued
approximately $21,000 of Partnership management fees which is included in due to
affiliates on the accompanying  consolidated  balance sheet and this amount will
remain accrued until criteria for payment has been met.

During the nine months ended  September 30, 2003, the Managing  General  Partner
loaned  the  Partnership  $611,000  to  cover  operating  expenses  and  capital
expenditures.  At  September  30,  2003 the amount of the  outstanding  loan and
accrued interest was approximately $626,000 and is included in due to affiliates
on the accompanying consolidated balance sheet. Interest is charged on this loan
at prime plus 2% or 6.00% at September 30, 2003, and was  approximately  $15,000
for the nine  months  ended  September  30,  2003.  There were no similar  loans
payable at September 30, 2002.

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  and  vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing  General  Partner.  During the nine months ended September 30, 2003 and
2002,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$103,000 and $124,000,  respectively, for insurance coverage and fees associated
with policy claims administrations.

Note C - Casualty

During the year ended  December  31,  2002,  a  casualty  gain of  approximately
$17,000 was recorded at Fox Run Apartments.  The casualty gain related to a fire
that  occurred in June 2002.  The gain was a result of the receipt of  insurance
proceeds of approximately  $18,000 offset by the write-off of the net book value
of the destroyed assets totaling approximately $1,000.

During the nine months ended September 30, 2003,  additional  insurance proceeds
of approximately $4,000 were received and recorded as additional casualty gain.

Note D - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
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 (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 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 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

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
filed an appeal  seeking  to vacate  and/or  reverse  the  order  approving  the
settlement and entering judgment  thereto.  The Managing General Partner intends
to file a respondent's  brief in support of the order  approving  settlement and
entering judgment thereto.

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.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the Complaint denying the substantive  allegations.  Although the outcome of any
litigation  is  uncertain,  in the opinion of the Managing  General  Partner the
claims will not result in any material liability to the Partnership.

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

ITEM 2.     Management's Discussion and Analysis or Plan of Operation

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

The Partnership's  investment  property consists of one apartment  complex.  The
following  table sets forth the average  occupancy  of the property for the nine
months ended September 30, 2003 and 2002:

                                                   Average Occupancy
      Property                                      2003       2002

      Fox Run Apartments                            94%        95%
        Plainsboro, New Jersey

Results of Operations

The  Partnership's  net loss for the nine months  ended  September  30, 2003 was
approximately  $125,000 compared to net income of approximately $239,000 for the
corresponding  period in 2002. The Partnership's net income for the three months
ended September 30, 2003 was  approximately  $302,000  compared to a net loss of
approximately $21,000 for the corresponding period in 2002.

The decrease in net income for the nine months ended September 30, 2003 compared
to the same  period in 2002 is due to a  decrease  in total  revenues  partially
offset by a decrease in total expenses. The increase in net income for the three
months ended September 30, 2003 compared to the same period in 2002 is due to an
increase in total  revenues  and a decrease in total  expenses.  The decrease in
total revenues for the nine months ended September 30, 2003 was primarily due to
decreases in rental and other income.  Rental income decreased due to a decrease
in occupancy and an increase in concession costs at the Partnership's investment
property.   Other  income   decreased   primarily  due  to  decreases  in  lease
cancellation  and  recreational  facility  fees,  partially  offset by increased
utility  reimbursements.  The  increase  in total  revenues  for the three month
period ended September 30, 2003 was due to increases in rental and other income.
Rental  income  increased  primarily  due to increases in occupancy  and average
rental  rates,  partially  offset  by an  increase  in  concession  costs at the
Partnership's  investment  property.  Other income increased primarily due to an
increase  in utility  reimbursements  partially  offset by a  decrease  in lease
cancellation fees.

Total expenses  decreased for the three and nine months ended September 30, 2003
due to  decreases  in  depreciation,  interest,  and general and  administrative
expenses  partially  offset by increases in operating and property tax expenses.
Depreciation  expense  decreased  due to  the  buildings  at  the  Partnership's
investment  property  becoming fully  depreciated  during the three months ended
September 30, 2003.  Interest expense  decreased due to the declining balance of
mortgage  indebtedness  encumbering  the  Partnership's  property as a result of
scheduled principal  payments.  Operating expenses increased due to increases in
property   and   maintenance   expenses,   partially   offset  by  decreases  in
administrative and property management fee expenses. Property expenses increased
primarily  due  to an  increase  in  utilities  at the  Partnership's  property.
Maintenance  expenses  increased  primarily  due to an increase in snow  removal
costs  and  contract  service  costs  at Fox Run  Apartments.  The  decrease  in
administrative  expenses is due to a decrease  in the ad valorem  tax bill.  The
decrease in property  management  fees is due to the decrease in rental  income.
Property  tax expense  increased  due to an increase in the local  property  tax
rates.

General  and  administrative  expenses  decreased  for the three and nine months
ended September 30, 2003 due to reduced costs of services included in management
reimbursements  to the  Managing  General  Partner  allowed  by the  Partnership
Agreement. For the three months ended September 30, 2003 there was a decrease in
a partnership level tax based on the number of partners in the partnership. This
tax was  implemented  by the  state of New  Jersey  in 2002 and nine  months  of
expense was  recorded  during the three months ended  September  30, 2002.  Also
included  in general  and  administrative  expenses  for both  periods are costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory agencies and the annual audit required by the Partnership Agreement.

During the year ended  December  31,  2002,  a  casualty  gain of  approximately
$17,000 was recorded at Fox Run Apartments.  The casualty gain related to a fire
that  occurred in June 2002.  The gain was a result of the receipt of  insurance
proceeds of approximately  $18,000 offset by the write-off of the net book value
of the destroyed assets totaling  approximately  $1,000.  During the nine months
ended September 30, 2003,  additional insurance proceeds of approximately $4,000
were received and recorded as additional casualty gain.

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.

Liquidity and Capital Resources

At  September  30,  2003,  the  Partnership  had cash and  cash  equivalents  of
approximately $504,000 compared to approximately $422,000 at September 30, 2002.
Cash and cash equivalents  decreased  approximately  $173,000 since December 31,
2002 due to  approximately  $919,000 of cash  provided by  operating  activities
partially offset by approximately  $963,000 of cash used in investing activities
and approximately $129,000 used in financing activities.  Cash used in financing
activities consisted of distributions to partners and principal payments made on
the mortgage  encumbering Fox Run Apartments,  partially offset by advances from
affiliate.  Cash used in investing activities consisted of property improvements
and  replacement  expenditures  slightly  offset  by the  receipt  of  insurance
proceeds.   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  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance, including increased legal and audit fees.

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately $858,000 of capital improvements at Fox Run Apartments,  primarily
consisting  of a gas  submetering  project,  water  heater  and  floor  covering
replacement,  parking lot and pool upgrades and structural  improvements.  These
improvements  were funded from operating cash flow and insurance  proceeds.  The
Partnership  evaluates  the  capital  improvement  needs  of  the  property  and
currently  expects to complete an  additional  $125,000 in capital  improvements
during the remainder of 2003. The additional  capital  improvements will consist
primarily  of floor  covering  and  appliance  replacements,  fencing,  exterior
building improvements and major landscaping. Additional capital improvements may
be considered and will depend on the physical  condition of the property as well
as the anticipated cash flow generated by the property.  To the extent that such
budgeted 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 sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  encumbering  Fox Run  Apartments of  approximately  $33,463,000 is
being  amortized  over 20 years and matures in December 2021 at which time it is
expected to be fully amortized.

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2003 and 2002 (in thousands, except per unit data):

                      For the Nine         Per         For the Nine     Per
                      Months Ended       Limited       Months Ended   Limited
                     September 30,     Partnership    September 30,  Partnership
                          2003            Unit             2002         Unit

Refinancing (1)          $ 134           $ 3.36           $ 279        $ 6.96

(1)   Refinancing  proceeds are from the December  2001  refinancing  of Fox Run
      Apartments.  Approximately $554,000 remains to be distributed at September
      30, 2003.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the availability of cash reserves,  the timing of the debt maturity
and 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 in 2003 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 24,944 limited  partnership  units
(the "Units") in the Partnership representing 62.95% of the outstanding Units at
September  30,  2003. 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 62.95% 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 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, but are not limited
to, changes in 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  impairment of 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 and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response to heavy  competition  from other  similar  complexes in the area.  Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

ITEM 3.     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 Managing  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 such term is 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  Managing  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) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
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 (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 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 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

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
filed an appeal  seeking  to vacate  and/or  reverse  the  order  approving  the
settlement and entering judgment  thereto.  The Managing General Partner intends
to file a respondent's  brief in support of the order  approving  settlement and
entering judgment thereto.

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.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the Complaint denying the substantive  allegations.  Although the outcome of any
litigation  is  uncertain,  in the opinion of the Managing  General  Partner the
claims will not result in any material liability to the Partnership.


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 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.

                  Exhibit 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.

                  Exhibit  32.1,  Certification  Pursuant  to 18 U.S.C.  Section
                  1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.

            b) Reports on Form 8-K:

                  None filed during the quarter ended September 30, 2003.



<PAGE>


                                   SIGNATURES



In accordance  with the  requirements  of the Exchange Act, the  Registrant  has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                    ANGELES PARTNERS XI
                                    (A California Limited Partnership)
                                    (Registrant)


                                    By:   Angeles Realty Corporation II
                                          Managing General Partner


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


                                    By:   /s/Paul J. McAuliffe
                                          Paul J. McAuliffe
                                          Executive Vice President
                                          and Chief Financial Officer


                                    Date: November 13, 2003



<PAGE>



Exhibit 31.1

                                  CERTIFICATION

I, Patrick J. Foye, certify that:

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

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

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

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

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

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

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

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  November 13, 2003

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:

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

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

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

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

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

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

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

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date: November 13, 2003

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


<PAGE>


Exhibit 32.1


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



In connection  with the Quarterly  Report on Form 10-QSB of Angeles  Partners XI
(the "Partnership"),  for the quarterly period ended September 30, 2003 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
Patrick  J.  Foye,  as the  equivalent  of the chief  executive  officer  of the
Partnership,  and Paul J.  McAuliffe,  as the equivalent of the chief  financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

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

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


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  November 13, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  November 13, 2003

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