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 March 31, 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)

                                 March 31, 2001

<TABLE>
<CAPTION>


Assets
<S>                                                            <C>            <C>
   Cash and cash equivalents                                                  $   37
   Receivables and deposits                                                      637
   Other assets                                                                  198
   Investment property:
      Land                                                    $  3,998
      Buildings and related personal property                   29,008
                                                                              33,006
      Less accumulated depreciation                            (22,154)       10,852
                                                                            $ 11,724

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $   155
   Tenant security deposit liabilities                                           614
   Property taxes                                                                273
   Other liabilities                                                              92
   Mortgage notes payable                                                     29,416

Partners' Deficit
   General partners                                             $ (504)
   Limited partners (39,627 units issued and
      outstanding)                                             (18,322)      (18,826)
                                                                            $ 11,724

          See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>




b)

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


                                                           Three Months Ended
                                                               March 31,
                                                           2001        2000
Revenues:
   Rental income                                           $2,083     $1,903
   Other income                                               118         99
      Total revenues                                        2,201      2,002
Expenses:
   Operating                                                  666        668
   General and administrative                                  63         45
   Depreciation                                               437        375
   Interest                                                   682        684
   Property taxes                                             480        209
      Total expenses                                        2,328      1,981

Net (loss) income                                          $ (127)    $   21

Net (loss) income allocated to general partners (1%)       $   (1)    $   --
Net (loss) income allocated to limited partners (99%)        (126)        21

                                                           $ (127)    $   21

Net (loss) income per limited partnership unit             $(3.18)    $  .53

          See Accompanying Notes to Consolidated Financial Statements

<PAGE>


c)

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


<TABLE>
<CAPTION>

                                      Limited
                                     Partnership     General       Limited
                                        Units        Partners     Partners       Total

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

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

Net loss for the three months
   ended March 31, 2001                    --             (1)         (126)        (127)

Partners' deficit
   at March 31, 2001                   39,627        $ (504)     $ (18,322)    $(18,826)

          See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


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

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,
                                                                  2001        2000
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net (loss) income                                             $  (127)     $    21
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
   Depreciation                                                     437          375
   Amortization of loan costs                                        28           28
   Change in accounts:
      Receivables and deposits                                        5          138
      Other assets                                                  (74)         (51)
      Accounts payable                                              (69)          61
      Tenant security deposit liabilities                           (15)           8
      Accrued property taxes                                        273           --
      Other liabilities                                             (58)         140

       Net cash provided by operating activities                    400          720

Cash flows used in investing activities:
  Property improvements and replacements                           (675)        (146)

Cash flows used in financing activities:
  Payments on mortgage notes payable                               (120)         (81)

Net (decrease) increase in cash and cash equivalents               (395)         493

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

Cash and cash equivalents at end of period                      $    37      $ 2,611

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $   652      $   434
  Supplemental disclosure of non-cash information:
   Property improvements and replacements included in
      accounts payable                                          $   107      $    --


Included in property  improvements  and  replacements for the three months ended
March 31, 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 month period ended March 31, 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").

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-entity 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 establishes  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.


<PAGE>



Note B - Transactions with Affiliated Parties (continued)

The following  amounts were paid or accrued to the Managing  General Partner and
affiliates during the three months ended March 31, 2001 and 2000:

                                                              2001       2000
                                                              (in thousands)

   Property management fees (included in
     operating expense)                                       $112       $ 99
   Reimbursement for services of affiliates (included
     in general and administrative and operating
     expenses and investment property)                          68         30

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  $112,000 and
$99,000 for the three months ended March 31, 2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $68,000 and
$30,000  for the  three  months  ended  March 31,  2001 and 2000,  respectively.
Approximately $29,000 of these fees were accrued at March 31, 2001.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 23,882 limited partnership
units (the "Units") in the  Partnership  representing  60.27% of the outstanding
Units.  A number of these units were acquired  pursuant to tender offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would include without  limitation,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of  60.27% of the  outstanding
Units,  AIMCO is in a position to influence all voting decisions with respect to
the Registrant.  When voting on matters,  AIMCO would in all likelihood vote the
Units it acquired in a manner  favorable to the interest of the Managing General
Partner because of its affiliation with the Managing General Partner.

Note C - 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. 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 Insignia  Merger.  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.  The demurrer is scheduled to be heard
on May 14,  2001.  The Court has also  scheduled a hearing on a motion for class
certification  for August 27, 2001.  Plaintiffs must file their motion for class
certification no later than June 15, 2001. The Managing General Partner does not
anticipate  that  costs  associated  with  this  case  will be  material  to the
Partnership's overall operations.

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


<PAGE>




ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained  in this Form 10-QSB and the other  filings  with the  Securities  and
Exchange  Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations,  including  forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operations. Accordingly,
actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements as a result of a number of factors,  including those
identified herein.

The Partnership's  investment  property consists of one apartment  complex.  The
following  table sets forth the average  occupancy of the property for the three
months ended March 31, 2001 and 2000:

                                                   Average Occupancy
      Property                                      2001       2000

      Fox Run Apartments                            95%        93%
        Plainsboro, New Jersey

Results from Operations

The  Partnership's  net loss for the  three  months  ended  March  31,  2001 was
approximately  $127,000 compared to net income of approximately  $21,000 for the
corresponding  period in 2000.  The increase in net loss is primarily due to the
increase in total  expenses  which was offset by an increase in total  revenues.
The  increase in total  revenues was the result of increases in rental and other
income.  Other income  increased  due to increases in lease  cancellation  fees,
cable TV income and cleaning and damage fees.  Rental income increased due to an
increase in occupancy and average rental rates at Fox Run Apartments.

Total expenses for the three months ended March 31, 2001 increased primarily due
to  increases  in  depreciation,  property  tax and general  and  administrative
expenses.  Depreciation  increased due to capital  improvements and replacements
during the past twelve  months  which are now being  depreciated.  Property  tax
expense increased due to an increase in the assessed value of the property as it
was recently reassessed by the taxing authorities.

General and  administrative  expense  increased for the three months ended March
31, 2001 due to an increase in the cost of services  included in the  management
reimbursements  to the Managing General Partner as allowed under the Partnership
Agreement.  In  addition,   costs  associated  with  the  quarterly  and  annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required  by  the  Partnership  Agreement  are  also  included  in  general  and
administrative expenses.

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  March  31,  2001,  the  Partnership   had  cash  and  cash   equivalents  of
approximately $37,000 as compared to approximately $2,611,000 at March 31, 2000.
Cash and cash equivalents decreased  approximately $395,000 for the three months
ended March 31, 2001, from the  Registrant's  fiscal year-end which is primarily
due to  approximately  $675,000  and  $120,000  of cash  used in  investing  and
financing activities,  respectively, which was partially offset by approximately
$400,000  of cash  provided  by  operating  activities.  Cash used in  investing
activities  consisted of property  improvements and  replacements.  Cash used in
financing  activities  consisted of  principal  payments  made on the  mortgages
encumbering  Fox Run  Apartments.  The  Registrant  invests its working  capital
reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership and to comply with Federal,  state,
and local  legal and  regulatory  requirements.  The  Partnership  has  budgeted
approximately  $2,832,000 for capital  improvements for the property during 2001
consisting  primarily of cabinet,  appliance  and floor  covering  replacements.
During  the  three  months  ended  March  31,  2001,   the   Partnership   spent
approximately $476,000 on capital improvements at Fox Run Apartments,  primarily
consisting of floor covering and cabinet  replacements,  water heaters, and HVAC
upgrades.  The  additional  improvements  planned for 2001 at the  Partnership's
property  will be incurred  only if cash is available  from  operations.  To the
extent that such budgeted capital  improvements are completed,  the Registrant's
distributable cash flow, if any, may be adversely affected at least in the short
term.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness  of  approximately  $29,416,000  encumbering  Fox Run Apartments is
being amortized over periods  ranging from 15 to 27 years with balloon  payments
of  $29,108,000  due January 2002. The Managing  General  Partner may attempt to
refinance  such  indebtedness  and/or sell the property  prior to such  maturity
date. If the property cannot be refinanced or sold for a sufficient  amount, the
Partnership will risk losing such property through foreclosure.

There were no cash  distributions  during the three months ended March 31, 2001,
or 2000.  Future  cash  distributions  will  depend  on the  levels  of net cash
generated from  operations,  the availability of cash reserves and the timing of
the debt maturities, refinancings and/or sale of the property. The Partnership's
distribution  policy is reviewed on a quarterly basis. There can be no assurance
that the  Partnership  will generate  sufficient  funds from  operations,  after
required  capital  improvement  expenditures,  to  permit  distributions  to its
partners during the remainder of 2001 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 23,882 limited partnership
units (the "Units") in the  Partnership  representing  60.27% of the outstanding
Units.  A number of these units were acquired  pursuant to tender offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would include without  limitation,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of  60.27% of the  outstanding
Units,  AIMCO is in a position to influence all voting decisions with respect to
the Registrant.  When voting on matters,  AIMCO would in all likelihood vote the
Units it acquired in a manner  favorable to the interest of the Managing General
Partner because of its affiliation with the Managing General Partner.


<PAGE>



                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  its Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging,  among other things,  the  acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc.  ("Insignia")
and entities which were, at one time, affiliates of Insignia; past tender offers
by the Insignia affiliates to acquire limited  partnership units;  management of
the  partnerships  by the  Insignia  affiliates;  and the Insignia  Merger.  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.  The demurrer is scheduled to be heard
on May 14,  2001.  The Court has also  scheduled a hearing on a motion for class
certification  for August 27, 2001.  Plaintiffs must file their motion for class
certification no later than June 15, 2001. The Managing General Partner does not
anticipate  that  costs  associated  with  this  case  will be  material  to the
Partnership's overall operations.


<PAGE>



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  None.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended March 31, 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:   May 14, 2001