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 September 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___



                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS


a)

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

                               September 30, 2001


<TABLE>
<CAPTION>

Assets
<S>                                                           <C>            <C>
   Cash and cash equivalents                                                 $   442
   Receivables and deposits                                                      624
   Other assets                                                                   83
   Investment property:
      Land                                                    $  3,998
      Buildings and related personal property                   29,891
                                                               -------
                                                                33,889
      Less accumulated depreciation                            (23,056)       10,833
                                                               -------       -------
                                                                            $ 11,982

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                         $    137
   Tenant security deposits                                                      537
   Property taxes                                                                177
   Due to Affiliates                                                             278
   Other liabilities                                                             310
   Mortgage notes payable                                                     29,210

Partners' Deficit
   General partners                                           $   (503)
   Limited partners (39,627 units issued and
      outstanding)                                             (18,164)      (18,667)
                                                               -------       -------
                                                                            $ 11,982


            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      Nine Months Ended
                                                      September 30,          September 30,
                                                    2001        2000        2001       2000
                                                    ----        ----        ----       ----
Revenues:
<S>                                              <C>         <C>         <C>        <C>
   Rental income                                 $ 2,188     $ 2,052     $ 6,436    $ 5,924
   Other income                                      133         131         359        439
   Casualty gain                                      19          --          19         --
                                                  ------      ------      ------     ------
     Total revenues                                2,340       2,183       6,814      6,363
                                                  ------      ------      ------     ------

Expenses:
   Operating                                         535         600       1,902      1,912
   General and administrative                         59          93         183        191
   Depreciation                                      463         393       1,353      1,162
   Interest                                          681         685       2,040      2,053
   Property taxes                                    268         208       1,017        626
                                                  ------      ------      ------     ------
     Total expenses                                2,006       1,979       6,495      5,944
                                                  ------      ------      ------     ------

Net income                                       $   334     $   204     $   319    $   419
                                                  ======      ======      ======     ======

Net income allocated to general partners (1%)    $     3     $     2     $     3    $     4

Net income allocated to limited partners (99%)       331         202         316        415
                                                  ------      ------      ------     ------
                                                 $   334     $   204     $   319    $   419
                                                  ======      ======      ======     ======

Net income per limited partnership unit          $  8.35     $  5.09     $  7.97    $ 10.47
                                                  ======      ======      ======     ======
Distributions per limited partnership unit       $  7.17     $    --     $  7.17    $ 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)

Distributions to partners                      --           (3)        (284)       (287)

Net income for the nine months
   ended September 30, 2001                    --            3          316         319
                                           ------      -------     --------     -------

Partners' deficit at
   September 30, 2001                      39,627      $  (503)    $ (18,164)   $(18,667)
                                           ======       ======      ========     =======


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


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

                                                                     Nine Months Ended
                                                                       September 30,
                                                                     2001         2000
Cash flows from operating activities:
<S>                                                                <C>          <C>
  Net income                                                       $   319      $   419
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                      1,353        1,162
   Amortization of loan costs                                           85           85
   Casualty gain                                                       (19)          --
   Change in accounts:
      Receivables and deposits                                          18          151
      Other assets                                                     (16)         (38)
      Accounts payable                                                 (78)          19
      Tenant security deposit liabilities                              (92)          51
      Accrued property taxes                                           177           --
      Due to affiliates                                                  3           45
      Other liabilities                                                160          100
                                                                    ------       ------

       Net cash provided by operating activities                     1,910        1,994
                                                                    ------       ------

Cash flows from investing activities:
  Property improvements and replacements                            (1,588)      (1,241)
  Net insurance proceeds                                                26           --
                                                                    ------       ------

       Net cash used in investing activities                        (1,562)      (1,241)
                                                                    ------       ------

Cash flows from financing activities:
  Distributions to partners                                           (287)      (1,785)
  Payments on mortgage notes payable                                  (326)        (314)
  Advances from affiliate                                              500           --
  Payments on advances from affiliate                                 (225)          --
                                                                    ------       ------

       Net cash used in financing activities                          (338)      (2,099)
                                                                    ------       ------

Net increase (decrease) in cash and cash equivalents                    10       (1,346)

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

Cash and cash equivalents at end of period                         $   442      $   772
                                                                    ======       ======
Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 1,734      $ 1,747
                                                                    ======       ======
Supplemental disclosure of non-cash flow information:
  Property improvements and replacements included in
    accounts payable                                               $    98      $    --
                                                                    ======       ======

Included in property  improvements  and  replacements  for the nine months ended
September  30,  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 nine month  periods  ended  September  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 nine months ended September 30, 2001 and 2000 were paid or accrued:

                                                              2001       2000
                                                              ----       ----
                                                              (in thousands)

   Property management fees (included in
     operating expense)                                       $341       $316
   Reimbursement for services of affiliates (included
     in general and administrative and operating
     expenses and investment property)                         224        243

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  $341,000 and
$316,000 for the nine months ended September 30, 2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $224,000 and
$243,000 for the nine months ended  September  30, 2001 and 2000,  respectively.
Included in these amounts at September 30, 2001 and 2000 are  reimbursements  of
approximately  $91,000 and $104,000,  respectively,  for construction  oversight
costs.

In  accordance  with the  Partnership  Agreement,  an  affiliate  of the General
Partner  loaned the  Partnership  $500,000 to cover the property tax bill at Fox
Run Apartments. Of this amount, $225,000 was repaid during the nine months ended
September  30, 2001.  At  September  30, 2001,  approximately  $278,000  remains
outstanding,  including  accrued interest which is included in Due to affiliates
on the accompanying consolidated balance sheet. Interest is charged at the prime
rate plus 2%.  Interest  expense  was  approximately  $3,000 for the nine months
ended  September  30,  2001.  There  were no loans from the  General  Partner or
associated interest expense during the nine months ended September 30, 2000.

In addition to its indirect  ownership of the general  partner  interests 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
September  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  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 control 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>



Note C - Casualty Gain

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

Note D - Distributions

During  the nine  months  ended  September  30,  2001,  the  Partnership  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 nine
months ended September 30, 2000.

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which, together with a demurrer filed
by other  defendants,  is currently  scheduled to be heard on November 15, 2001.
The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint.  The matters are currently  scheduled to be heard
on November 15, 2001.

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

The  Partnership  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 nine
months ended September 30, 2001 and 2000:

                                                   Average Occupancy
      Property                                      2001       2000
      --------                                      ----       ----

      Fox Run Apartments                            95%        96%
        Plainsboro, New Jersey

Results from Operations

The  Partnership's  net income for the nine months ended  September 30, 2001 was
approximately $319,000 as compared to approximately $419,000 for the nine months
ended  September  30, 2000.  The  Partnership's  net income for the three months
ended September 30, 2001 was approximately $334,000 as compared to approximately
$204,000 for the three months ended September 30, 2000.

The decrease in net income for the nine months ended  September  30, 2001 is due
to an  increase  in total  expenses,  partially  offset by an  increase in total
revenues.  The increase in net income for the three months ended  September  30,
2001 is due to an increase in total revenues,  slightly offset by an increase in
total  expenses.  Total  expenses for the nine months ended  September  30, 2001
increased  due to  increases  in property  tax expense and  depreciation.  Total
expenses  for the  three  months  ended  September  30,  2001  increased  due to
increases  in property  tax and  depreciation  expense,  offset by a decrease in
operating  and  general  and  administrative  expenses.   Property  tax  expense
increased  for the three and nine  months  ended  September  30,  2001 due to an
increase  in the  assessed  value of the  property  by the  taxing  authorities.
Depreciation expense increased for the three and nine months ended September 30,
2001 due to capital  improvements and replacements during the past twelve months
which are now being  depreciated.  Operating  expenses  decreased  for the three
months ended September 30, 2001 due to a decrease in maintenance costs.

General  and  administrative  expenses  decreased  for the  three  months  ended
September 30, 2001 due to a decrease in management reimbursements to the General
Partner  allowed  under  the  Partnership   Agreement.   In  addition  to  these
reimbursements,  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 for the nine months ended  September 30, 2001 is
due to an increase in rental  revenue and  recognition of a casualty gain offset
by a decrease in other  income.  The  increase in total  revenues  for the three
months  ended  September  30, 2001 is due to an  increase in rental  revenue and
recognition of a casualty gain.  Rental revenue increased for the three and nine
months ended  September 30, 2001 due to an increase in the average  rental rates
which more than offset a slight  decrease in occupancy.  Other income  decreased
for the nine months  ended  September  30, 2001 due to  decreases  in  corporate
housing  revenue and interest  income.  Interest  income  decreased due to lower
average cash balances in interest bearing accounts.

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

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

Liquidity and Capital Resources

At  September  30,  2001,  the  Partnership  had cash and  cash  equivalents  of
approximately $442,000 compared to approximately $772,000 at September 30, 2000.
Cash and cash equivalents increased approximately $10,000 from December 31, 2000
due to approximately  $1,910,000 of cash provided by operating activities offset
by approximately $1,562,000 and $338,000 of cash used in investing and financing
activities,  respectively.  Cash  used  in  investing  activities  consisted  of
property  improvements  and replacements  slightly offset by insurance  proceeds
received. Cash used in financing activities consisted of principal payments made
on the mortgages  encumbering Fox Run Apartments,  distributions to partners and
payments on advances  from  affiliate  offset by an advance from an affiliate of
the General  Partner.  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   budgeted
approximately  $3,168,000  for capital  improvements  for the  property for 2001
consisting  primarily of structural  improvements  and cabinet,  appliance,  and
floor covering  replacements.  During the nine months ended  September 30, 2001,
the Partnership spent  approximately  $1,380,000 on capital  improvements at Fox
Run Apartments primarily  consisting of cabinet and floor replacements,  parking
lot  resurfacing,  and  water  heaters.  These  improvements  were  funded  from
operating  cash flow and advances  from an  affiliate.  Additional  improvements
planned for 2001 at the Partnership's  property will be incurred only if cash is
available from operations  and/or advances from  affiliates.  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  $29,210,000  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 will 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.

During  the nine  months  ended  September  30,  2001,  the  Partnership  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 nine
months ended September 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 monthly 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  interests 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
September  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  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 control 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. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition of interests in certain  general  partner  entities by
Insignia  Financial  Group,  Inc.  ("Insignia")  and entities which were, at one
time,  affiliates of Insignia;  past tender offers by the Insignia affiliates to
acquire  limited  partnership  units;  management  of  the  partnerships  by the
Insignia  affiliates;  and the series of transactions which closed on October 1,
1998 and  February 26, 1999 whereby  Insignia  and  Insignia  Properties  Trust,
respectively,  were merged into AIMCO.  The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Managing  General  Partner  filed a motion  seeking  dismissal of the
action.  In lieu of responding to the motion,  the  plaintiffs  filed an amended
complaint. The Managing General Partner filed demurrers to the amended complaint
which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which, together with a demurrer filed
by other  defendants,  is currently  scheduled to be heard on November 15, 2001.
The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint.  The matters are currently  scheduled to be heard
on November 15, 2001.

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


<PAGE>



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  None.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended September 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: