UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K
(Mark One)

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

         For the fiscal year ended December 31, 1995, or

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

         For the transition period from  _____________ to _____________

         Commission file number 0-8440

                           CENTURY PROPERTIES FUND XI
             (Exact name of Registrant as specified in its charter)

             CALIFORNIA                             94-6401363
   (State or other jurisdiction of      (I.R.S. Employer Identification No.)
   incorporation or organization)

               One Insignia Plaza, P.O. Box 1089
                 Greenville, South Carolina                29602
           (Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code:  (864) 239-1000

       Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: 
           Limited Partnership Units and Nonrecourse Promissory Notes

      Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X   No ___


      Indicate by check mark if  disclosure of delinquent  filers  pursuant to
Item 405 of Regulation  S-K is not contained herein, and will not be contained, 
to the best of Registrant's  knowledge,  in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

      No market for the Limited Partnership Units and Nonrecourse Promissory
Notes exists and therefore a market value for such Units or Notes cannot readily

be determined.

                  DOCUMENTS INCORPORATED HEREIN BY REFERENCE:

      Prospectus of Registrant, dated September 16, 1976, as republished on
October 14, 1976, and May 6, 1977, and thereafter supplemented incorporated in
Parts I and IV.





                           CENTURY PROPERTIES FUND XI
                            (A limited partnership)

                                     PART I

Item 1.  Business.

     Century Properties Fund XI (the "Registrant") was organized in 1976 as a
California limited partnership under the Uniform Limited Partnership Act of the
California Corporations Code. Fox Capital Management Corporation (the "Managing
General Partner"), a California corporation, is the general partner of the
Registrant.

     The Registrant's Registration Statement, filed pursuant to the Securities
Act of 1933 (No. 2-52089), was declared effective on September 16, 1976. The
Registrant marketed its securities pursuant to its Prospectus dated September
16, 1976, as republished on October 14, 1976 and May 6, 1977, and thereafter
supplemented (hereinafter the "Prospectus"). The Prospectus was filed with the
Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act
of 1933.

     The principal business of the Registrant is and has been to acquire, hold
for investment, and ultimately sell income-producing real property. The
Registrant is a "closed" limited partnership real estate syndicate of the
unspecified asset type. For a further description of the business of the
Registrant, see the sections entitled "Risk Factors" and "Investment Objectives
and Policies" of the Prospectus.

     Beginning in September 1976 through July 1977, the Registrant offered and
sold $14,991,000 in Limited Partnership Units and $10,741,000 in Nonrecourse
Promissory Notes. The net proceeds of this offering were used to purchase
thirteen income-producing real properties and a parcel of undeveloped land. The
Registrant's original property portfolio was geographically diversified with
properties acquired in four states. The Registrant's acquisition activities were
substantially completed in 1978 and since that time the principal activity of
the Registrant has been managing its portfolio. In the period from May 1983 to
November 1991, four shopping centers, three industrial parks and two apartment
buildings were sold. In 1994, the Registrant sold one of its properties and
another property was lost through foreclosure and in 1995 the Registrant sold
two properties and the undeveloped parcel of land. (See, "Property Matters"
below.) One of the properties originally sold in 1985, was reacquired through
foreclosure in October 1991 by the Registrant and was subsequently transferred
to the holder of the first note through foreclosure in November 1991. In
September 1993, one of the properties originally sold in 1985 was reacquired
through foreclosure by the Registrant. See "Item 2, Properties" for a
description of the Registrant's properties.

     The Registrant is involved in only one industry segment, as described
above. The Registrant does not engage in any foreign operations or derive
revenues from foreign sources.

     Both the income and the expenses of operating the properties owned by the
Registrant are subject to factors outside of the Registrant's control, such as

oversupply of similar rental facilities resulting from overbuilding, increases
in unemployment or population shifts, changes in zoning laws or changes in
patterns of needs of the users. Expenses, such as local real estate taxes and
miscellaneous management expenses, are subject to change and cannot always be
reflected in rental increases due to market conditions or existing leases. The
profitability and marketability of developed real property may be adversely
affected by changes in general and local economic conditions and in prevailing
interest rates, and favorable changes in such factors will not necessarily
enhance the profitability or marketability of such property. Even under the most
favorable market conditions, there is no guarantee that any property owned by
the Registrant can be sold by it or, if sold, that such sale can be made upon
favorable terms.

     There have been, and it is possible there may be other Federal, state and
local legislation and regulations enacted relating to the protection of the
environment. The Managing General Partner is unable to predict the extent, if
any, to which such new legislation or regulations might occur and the degree to
which such existing or new legislation or regulations might adversely affect the
properties still owned by the Registrant.

     The Registrant monitors its properties for evidence of pollutants, toxins
and other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Registrant received notice
that it is a potentially responsible party with respect to an environmental
clean up site.

     The Registrant maintains property and liability insurance on the properties
and believes such coverage to be adequate.

     To date, investors have received cash substantially in excess of their
original investment primarily from sales and refinancing proceeds. Any
additional return of cash is dependent upon market conditions and the ultimate
realizable value of the Registrant's remaining property.

Property Matters

     Executive Center East, Executive Center West and Executive Center Parcel -
On July 26, 1995, the Registrant sold its Executive Center properties to an
unaffiliated third party for $3,770,000. After satisfying the existing debt on
the property ($2,032,000) and closing costs, the Registrant received net
proceeds of approximately $1,454,000. The Registrant recognized a gain on the
sale of approximately $502,000. See, "Item 8 Financial Statements and
Supplementary Data - Note 6".

     Shadle Shopping Center - On September 16, 1994, the Registrant repaid the
first mortgage encumbering this property and on October 25, 1994, the receiver
of the property was dismissed. The Registrant presently owns this property free
and clear of any mortgages. See, "Item 8, Financial Statements and Supplementary
Data - Note 7."

     On January 9, 1995, a tenant occupying 52,582 square feet, or 19% of the
current leasable area, filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. This tenant accounted for 17% of the gross income at the

property in 1994. The tenant continues to make its rent payments.

     In addition, during the first quarter of calendar 1995, the Registrant
entered into an agreement for a ground lease with Safeway pursuant to which
Safeway will move from its current space adjacent to the property and occupy
approximately 55,000 square feet at the property.  The Registrant is evaluating
the feasibility of a major redevelopment of Shadle Shopping Center to enhance
the property value.

     Evergreen Plaza Shopping Center - On December 23, 1994, the Registrant sold
Evergreen Plaza Shopping Center to an unaffiliated entity. The property was sold
for $3,650,000 resulting in net proceeds of approximately 1,044,000 to the
Registrant, after assumption by the buyer of the existing debt encumbering the
property, and closing costs. The Registrant recognized a gain of approximately
$752,000 from this sale. See, "Item 8, Financial Statements and Supplementary
Data - Note 6."

     Manana/Dunn Business Park - Effective March 1, 1994, the Registrant
terminated debt service payments to the holder of the note encumbering this
property due to the continued negative cash flow at the property. The Managing
General Partner concluded that the projected net cash flow of the property and
the probable capitalized value thereof, over a reasonable holding period, did
not justify the funding of the cash flow deficits from other funds of the
Registrant. On July 5, 1994, the property was lost through foreclosure. See,
"Item 8, Financial Statements and Supplementary Data - Note 6."

Employees

      The Registrant has no employees. The Registrant's property is managed by
an unaffiliated third party management company pursuant to a management
agreement with such third party.

Change in Control

     From March 1988 through December 1993, the Registrant's affairs were
managed by Metric Management, Inc. ("MMI") or a predecessor. On December 16,
1993, the services agreement with MMI was modified and, as a result thereof, the
Managing General Partner began directly providing real estate advisory and asset
management services to the Registrant. As advisor, such affiliate provides all
partnership accounting and administrative services, investment management, and
supervisory services over property management and leasing.

     On December 6, 1993, the shareholders of the Managing General Partner
entered into a Voting Trust Agreement with NPI Equity Investments II, Inc. ("NPI
Equity II") pursuant to which NPI Equity II was granted the right to vote 100%
of the outstanding stock of the Managing General Partner. As a result, NPI
Equity II indirectly became responsible for the operation and management of the
business and affairs of the Registrant and the other investment partnerships
originally sponsored by the Managing General Partner and/or Fox Realty
Investors, an affiliate of the Managing General Partner. The shareholders of the
Managing General Partner retain the indirect economic interests in the
Registrant and such other investment limited partnerships, but have ceased to be
responsible for the operation and management of the Registrant and such other
partnerships.


      On October 12, 1994 an affiliate ("Apollo") of Apollo Real Estate
Advisors, L.P. acquired one-third of the stock of National Property Investors,
Inc. ("NPI"), the parent of NPI Equity II. As a result of the sale, Apollo was
entitled to designate three of the seven directors of NPI Equity II and the
Managing General Partner. In addition, the approval of certain major actions on
behalf of the Registrant required the affirmative vote of at least five
directors of the Managing General Partner.

      On August 17, 1995, the shareholders of NPI entered into an agreement to
sell to IFGP Corporation, a Delaware corporation, an affiliate of Insignia
Financial Group, Inc., a Delaware corporation ("Insignia"), all of the issued
and outstanding common stock of NPI, for an aggregate purchase price of
$1,000,000. NPI is the sole shareholder of NPI Equity II. The closing of the
transactions contemplated by the above mentioned agreement (the "Closing")
occurred on January 19, 1996.

     Upon the Closing, the officers and directors of NPI, NPI Equity II and the
Managing General Partner resigned and IFGP Corporation caused new officers and
directors of each of those entities to be elected. See "Item 10, Directors and
Executive Officers of the Registrant."

Competition

     The Registrant is affected by and subject to the general competitive
conditions of the office, industrial and commercial real estate industries. In
addition, each of the Registrant's properties competes in an area which contains
numerous other properties which may be considered competitive.

Item 2.  Properties.

      Registrant's remaining property, Shadle Shopping Center, a 278,000 square
foot shopping center located in Spokane, Washington, was originally acquired by
the Registrant in 1976. The property was sold in October 1985 and reacquired
through foreclosure in September 1993.

     See, Item 8 "Financial Statements and Supplementary Data" for information
regarding any encumbrances to which the properties of the Registrant are
subject.

     The occupancy rate at the  Registrant's  remaining  property for the year
ended  December 31, 1995,  1994 and 1993 was 73%, 77% and 77% respectively.



                            SIGNIFICANT TENANTS (1)
                               December 31, 1995

                                                            
                                                          Annualized
                        Square     Nature of   Expiration  Base Rent   Renewal
                        Footage    Business    of Lease   Per Year(2) Options(3)


Shadle Shopping Center
Lamont's Apparel(4)      52,582   Clothing Store    1999     $157,746   4-5 Yr
Ernst Home & Nursery     36,400   Hardware Store    1998     $ 77,400   1-5 Yr
McCrory/ Newberry's      34,698   Variety Store     1999     $ 79,873   2-5 Yr

(1)  Tenant occupying 10% or more of total rentable square footage of property.
(2)  Represents annualized base rent excluding additional rent due as operating
     expense reimbursements, percentage rents and future contractual
     escalations.
(3)  The first amount represents the number of renewal options.  The second
     amount represents the length of each option.
(4)  On January 9, 1995, Tenant filed for reorganization under Chapter 11 of
     the U.S. Bankruptcy Code.  See, "Item 1, Business - Property Matters".

Item 3.  Legal Proceedings.

     The Registrant is unaware of any pending or outstanding litigation that is
not of a routine nature. The Managing General Partner believes that all such
pending or outstanding litigation will be resolved without a material adverse
effect upon the business, financial condition, or operation of the Registrant.

Item 4.  Submission of Matters to a Vote of Security Holders.

     No matter was submitted to a vote of security holders during the period
covered by this Report.


                                    PART II

Item 5.  Market for the Registrant's Equity and Related Security Holder Matters.

     The Limited Partnership Unit holders and Promissory Note holders are
entitled to certain distributions as provided in the Partnership Agreement and
Trust Indenture. Through March 1, 1996, Unit holders have received distributions
from operations of $15 and distributions from sales and refinancing of $1,053
for each $500 of original investment. Promissory Note holders have received a
return of principal, $333 of interest and $50 of residual interest. No market
for Limited Partnership Units or Promissory Notes exists, nor is expected to
develop.

     As of March 1, 1996, the approximate number of holders of Limited
Partnership Units and Nonrecourse Promissory Notes was 1,881 and 1,263,
respectively.

     During the years ended December 31, 1995 and 1994, the Registrant has made
the following cash distributions with respect to the Units to holders thereof as
of the dates set forth below in the amounts set forth opposite such dates:

    Distribution with         Amount of Distribution
Respect to Quarter Ended            Per Unit(*)

                                     1995    1994
                                     ----    ----

     March 31                          -    $74.28
     June 30                           -       -
     September 30                      -       -
     December 31                       -       -

(*) The amounts listed represent distributions of cash from operations and cash
    from sales. (See Item 7, "Management's Discussion and Analysis of Financial
    Condition and Results of Operations", for information relating to the
    Registrant's future distributions.)

Item 6.  Selected Financial Data.

     The following represents selected financial data for the Registrant for the
years ended December 31, 1995, 1994, 1993, 1992 and 1991. The data should be
read in conjunction with the financial statements included elsewhere herein.
This data is not covered by the independent auditors' report.

<TABLE>
<CAPTION>

                                                   For the Year Ended December 31,
                                          1995       1994       1993       1992        1991
                                            (Amounts in thousands except per unit data)
<S>                                     <C>        <C>        <C>        <C>         <C>
Total revenues                          $  2,606   $  3,960   $ 14,770   $  1,859    $  2,031
                                        ========   ========   ========   ========    ========

Income (loss) before
  extraordinary item                    $  1,028   $  1,038   $ 11,839   $   (219)   $   (515)

Extraordinary item - gain
  on debt forgiveness                       --          251       --         --          --
                                                   --------   --------   --------    --------

Net income (loss)                       $  1,028   $  1,289   $ 11,839   $   (219)   $   (515)
                                        ========   ========   ========   ========    ========

Net income (loss) per limited
  partnership unit(1):

     Income (loss) before
       extraordinary item               $  34.12   $  34.52   $ 377.26   $  (7.24)   $ (17.01)
     Extraordinary item - gain
       on debt forgiveness                  --         8.37       --         --          --
                                        --------   --------   --------   --------    --------

Net income (loss)                       $  34.12   $  42.89   $ 377.26  $  (7.24)   $ (17.01)
                                        ========   ========   ========   ========    ========

Total assets                            $  7,199   $  8,512   $ 16,827   $  8,452    $  8,383
                                        ========   ========   ========   ========    ========

Long-term obligations:
     Notes Payable                          --     $  2,077   $  8,739   $  5,594    $  5,735
                                        ========   ========   ========   ========    ========
Cash distributions per
     limited partnership unit               --     $  74.28       --         --      $  15.84
                                        ========   ========   ========   ========    ========
</TABLE>
--------------------
(1) $500 original contribution per unit, based on units outstanding during the
year after giving effect to net income (loss) allocated to the general partner.


Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations.

Liquidity and Capital Resources

     The Registrant's remaining real estate property is a shopping center
located in Spokane, Washington. The property is leased to tenants subject to
leases with remaining lease terms currently ranging from approximately one to
ten years. The Registrant's remaining property generated positive cash flow from
operations for the year ended December 31, 1995.

     The Registrant receives rental income from commercial spaces and is
responsible for operating expenses, administrative expenses and capital
improvements. The Registrant is currently in its property sales phase. As of
March 1, 1996, the Registrant has sold eleven properties and lost Manana/Dunn
Business Park through foreclosure. As described in "Item 8, Financial Statements
and Supplemental Data, Note 6", on July 26, 1995 the Registrant sold Executive
Center East, Executive Center West and the attached parcel of land. The
Registrant received net proceeds of $1,454,000 from the sale. The Registrant's
remaining property, Shadle Shopping Center, was re-acquired through foreclosure
during 1993.

     The Registrant uses working capital reserves provided from any
undistributed cash flow from operations and sales of properties as its primary
sources of liquidity. In order to preserve working capital reserves required for
necessary capital improvements at Shadle Shopping Center (see below), cash
distributions remain suspended. It is anticipated that cash distributions,
including any residual interest to Promissory Note holders, will continue to be
suspended until a definitive plan is established for the sale or redevelopment
of Shadle Shopping Center. A tenant occupying approximately 19% of current
leasable space at Shadle Shopping Center, who has filed for reorganization under
Chapter 11 of the U.S. Bankruptcy Code, continues to make its rent payments.

     The level of liquidity based upon cash and cash equivalents experienced a
$1,660,000 increase at December 31, 1995, as compared to 1994. The Registrant's
$339,000 of net cash from operating activities and $3,398,000 of net cash from
investing activities was partially offset by $2,077,000 of cash used in
financing activities. Cash provided by investing activities consisted of
$3,486,000 of net proceeds from the sale of the Registrant's Executive Center
East, Executive Center West and the attached parcel of land, which were only
slightly offset by $88,000 of improvements to real estate. Cash used in
financing activities consisted of $2,032,000 of cash used in satisfaction of the
notes encumbering the Registrant's Executive Center East and Executive Center
West properties and $45,000 of note payable principal payments. The Registrant
is evaluating the feasibility of a major redevelopment of Shadle Shopping Center
to enhance the property value. Current estimates for the project range from
$1,500,000 to $4,500,000. The cash required to complete the renovation will come
from working capital reserves, which includes net proceeds from the sale of
Executive Center East, Executive Center West, the attached parcel of land and
proceeds received from the 1994 sale of Evergreen Plaza. All other increases
(decreases) in certain assets and liabilities are the result of the timing of
receipt and payment of various operating activities.

     Working capital reserves are being invested in a money market account or in

repurchase agreements secured by United States Treasury obligations. The
Managing General Partner believes that, if market conditions remain relatively
stable, cash flow from operations, when combined with working capital reserves,
will be sufficient to fund required capital improvements for 1996 and the
foreseeable future.

     On January 19, 1996, the stockholders of NPI, the sole shareholder of NPI
Equity II, sold to IFGP Corporation all of the issued and outstanding stock of
NPI. IFGP Corporation caused new officers and directors of NPI Equity II and the
Managing General Partner to be elected. The Managing General Partner does not
believe these transactions will have a significant effect on The Registrant's
liquidity or results of operations. See "Item 1 - Business - Change in Control".

     To date, investors have received cash substantially in excess of their
original investment. Any additional return of cash is dependent upon operating
results and sales proceeds from The Registrant's remaining asset.

Real Estate Market

     The business in which the Registrant is engaged is highly competitive, and
the Registrant is not a significant factor in its industry. Each investment
property is located in or near a major urban area and, accordingly, competes for
rentals not only with similar properties in its immediate area but with hundreds
of similar properties throughout the urban area. Such competition is primarily
on the basis of location, rents, services and amenities. In addition, the
Registrant competes with significant numbers of individuals and organizations
(including similar partnerships, real estate investment trusts and financial
institutions) with respect to the sale of improved real properties, primarily on
the basis of the prices and terms of such transactions.

Results of Operations

1995 Compared to 1994

     Income, before the extraordinary gain on extinguishment of debt, decreased
by $10,000 for the year ended December 31, 1995, as compared to 1994.
Manana/Dunn Business Park was lost through foreclosure in July 1994, Evergreen
Plaza Shopping Center was sold in December 1994 and Executive Center East,
Executive Center West and the attached parcel of land were sold July 1995.

     With respect to the remaining property, rental revenues increased by
$10,000 due to an increase in rental rates which was slightly offset by a
decrease in occupancy. In addition, interest and other income increased by
$179,000 due to the final settlement against the former owner of Shadle Shopping
Center and an increase in average working capital reserves available for
investment.

     With respect to the remaining property, expenses decreased due to decreases
in operating expenses of $109,000, interest expense of $201,000 and depreciation
expenses of $5,000. Operating expenses decreased due to a decline in property
legal expense. Interest expense was eliminated in 1995 due to the repayment of
the mortgage encumbering Shadle Shopping Center in 1994. Depreciation expense
remained relatively constant. In addition, general and administrative expenses
declined by $41,000 due to a reduction in asset management fees effective July

1, 1994.

1994 Compared to 1993

     Income, before the extraordinary gain on extinguishment of debt, declined
by $10,801,000 for the year ended December 31, 1994, as compared to 1993, due to
recognition in 1993 of the $6,816,000 gain on the sale of Foxwood Village and
$5,704,000 of interest income on the related note receivable (see "Item 8,
Financial Statements and Supplementary Data, Note 6"). In addition, Manana/Dunn
Business Park was lost through foreclosure in July 1994, Evergreen Plaza
Shopping Center was sold at a profit in December 1994 and Shadle Shopping Center
was reacquired through foreclosure in September 1993.

     With respect to the remaining properties (excluding Shadle Shopping
Center), revenues increased due to an increase in rental revenues of $34,000.
Rental revenues increased due to an increase in occupancy at the Registrant's
Executive Center West property and an increase in rental rates at Executive
Center East, which was partially offset by rental concessions at Executive
Center West. In addition, interest and other income increased by $41,000,
primarily due to an increase in average working capital reserves available for
investment.

     With respect to the remaining properties (excluding Shadle Shopping
Center), expenses decreased due to a decrease in interest expense of $459,000
which was slightly offset by an increase in operating expenses of $75,000.
Interest expense decreased primarily due to the payment of additional interest
to promissory note holders in connection with the collection of the Foxwood
Village note receivable in October 1993. Operating expenses increased due to an
increase in rent up expenses at the Registrant's Executive Center West property
and general repairs and maintenance expenses at the Registrant's Executive
Center East property. Depreciation expense remained constant. In addition,
general and administrative expenses decreased by $146,000 due to the legal fees
incurred in 1993 in connection with the Highlands Shopping Center legal
proceedings.

Item 8.   Financial Statements and Supplementary Data.

                           CENTURY PROPERTIES FUND XI
                            (A Limited Partnership)

                              FINANCIAL STATEMENTS

                          YEAR ENDED December 31, 1995

                                     INDEX

<TABLE>
<CAPTION>
                                                                                                                           Page
                                                                                                                           ----
<S>                                                                                                                       <C>
Independent Auditors' Reports..........................................................................................   F - 2
Financial Statements:
     Balance Sheets at December 31, 1995 and 1994.......................................................................  F - 4
     Statements of Operations for the Years Ended December 31, 1995, 1994 and 1993......................................  F - 5
     Statements of Partners' Equity for the Years Ended
        December 31, 1995, 1994 and 1993................................................................................  F - 6
     Statements of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993......................................  F - 7
     Notes to Financial Statements......................................................................................  F - 8
Financial Statement Schedule:
     Schedule III - Real Estate and Accumulated Depreciation at December 31, 1995.......................................  F - 16

Financial statement schedules not included have been omitted because of the
absence of conditions under which they are required or because the information
is included elsewhere in the financial statements.
</TABLE>


To the Partners
Century Properties Fund XI
Greenville, South Carolina

                          Independent Auditors' Report

We have audited the accompanying balance sheets of Century Properties Fund XI (a
limited partnership) (the "Partnership") as of December 31, 1995 and 1994, and
the related statements of operations, partners' equity and cash flows for the
years then ended. Our audits also included the additional information supplied
pursuant to Item 14(a)(2). These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Century Properties Fund XI as
of December 31, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles. Also in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.

                                                Imowitz Koenig & Co., LLP

                                                Certified Public Accountants

New York, N.Y.
January 23, 1996



INDEPENDENT AUDITORS' REPORT


Century Properties Fund XI:

We have audited the accompanying statements of operations, partners' equity and
cash flows of Century Properties Fund XI (a limited partnership) (the
"Partnership") for the year ended December 31, 1993. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the results of operations and cash flows of the Partnership for the
year ended December 31, 1993 in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP



San Francisco, California
March 18, 1994


                          CENTURY PROPERTIES FUND XI
                           (A Limited Partnership)

                                BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                        -------------------------------
                                                             1995               1994
                                                        -------------      -------------
<S>                                                     <C>                <C>
ASSETS                                              
                                                    
Cash and cash equivalents                               $ 4,928,000        $ 3,268,000
Receivables and other assets                                129,000             45,000
                                                    
Real Estate:                                        
                                                    
   Real estate                                            2,282,000          7,161,000
   Accumulated depreciation                                (157,000)        (2,073,000)
                                                        -----------        -----------
Real estate, net                                          2,125,000          5,088,000
                                                    
Deferred costs, net                                          17,000            111,000
                                                        -----------        -----------
       Total assets                                     $ 7,199,000        $ 8,512,000
                                                        -----------        -----------
                                                        -----------        -----------
                                                    
LIABILITIES AND PARTNERS' EQUITY                    
                                                    
Notes payable                                           $        -         $ 2,077,000
Accrued expenses and other liabilities                       37,000            301,000
                                                        -----------        -----------
       Total liabilities                                     37,000          2,378,000
                                                        -----------        -----------
Commitments and Contingencies                       
                                                    
Partners' Equity:                                   
                                                    
 General partner                                             62,000             57,000
 Limited partners (29,982 units outstanding at      
  December 31, 1995 and 1994)                             7,100,000          6,077,000
                                                        -----------        -----------
       Total partners' equity                             7,162,000          6,134,000
                                                        -----------        -----------
       Total liabilities and partners' equity           $ 7,199,000        $ 8,512,000
                                                        ===========        =========== 
</TABLE>                                                    

                      See notes to financial statements.

                          CENTURY PROPERTIES FUND XI
                           (A Limited Partnership)

                           STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                               YEARS ENDED DECEMBER 31,
                                                  ------------------------------------------------
                                                      1995              1994              1993
                                                  -----------       -----------        -----------
<S>                                               <C>                <C>                <C>
Revenues:
    Rental                                        $1,787,000         $ 3,070,000        $ 2,086,000
    Interest and other income                        317,000             138,000          5,868,000
    Gain on property dispositions                    502,000             752,000          6,816,000
                                                  ----------         -----------        -----------
    Total revenues                                 2,606,000           3,960,000         14,770,000
                                                  ----------         -----------        -----------
Expenses (including $273,000 and $133,000
  paid to the general partner and affiliates
  in 1995 and 1994):
    Interest                                         120,000             614,000            596,000
    Operating                                        934,000           1,499,000            955,000
    Depreciation                                     172,000             416,000            390,000
    General and administrative                       352,000             393,000            539,000
    Additional interest to Promissory        
      Note holders                                         -                   -            451,000
                                                  ----------         -----------        -----------
    Total expenses                                 1,578,000           2,922,000          2,931,000
                                                  ----------         -----------        -----------
Income before extraordinary item                   1,028,000           1,038,000         11,839,000

Extraordinary item:
    Gain on extinguishment of debt                         -             251,000                  -
                                                  ----------         -----------        -----------
Net income                                        $1,028,000         $ 1,289,000        $11,839,000
                                                  ==========         ===========        ===========
Net income per limited partnership unit:

    Income before extraordinary item              $    34.12         $     34.52        $    377.26

    Extraordinary item                                     -                8.37                  -
                                                  ----------         -----------        -----------
    Net income                                    $    34.12         $     42.89        $    377.26
                                                  ==========         ===========        ===========
    Cash distributions per limited
      partnership unit                                     -         $     74.28        $         -
                                                  ==========         ===========        ===========
</TABLE>

                      See notes to financial statements.

                          CENTURY PROPERTIES FUND XI
                           (A Limited Partnership)
                                      
                        STATEMENTS OF PARTNERS' EQUITY
                                      
                 YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
                                       General           Limited            Total
                                      partner's          partners'         partners'
                                      (deficit)         (deficit)         (deficit)
                                       equity            equity            equity
                                     ---------       -------------      -------------
<S>                                  <C>            <C>                <C>
Balance - January 1, 1993            $(152,000)     $   (4,293,000)    $   (4,445,000)

     Net income                        528,000          11,311,000         11,839,000
                                     ---------       -------------      -------------

Balance - December 31, 1993            376,000           7,018,000          7,394,000

     Net income                          3,000           1,286,000          1,289,000

     Cash distributions               (322,000)         (2,227,000)        (2,549,000)
                                     ---------       -------------      -------------

Balance - December 31, 1994             57,000           6,077,000          6,134,000

     Net income                          5,000           1,023,000          1,028,000
                                     ---------       -------------      -------------

Balance - December 31, 1995          $  62,000       $   7,100,000      $   7,162,000
                                     =========       =============      =============
</TABLE>

                      See notes to financial statements.

                          CENTURY PROPERTIES FUND XI
                           (A Limited Partnership)
                                      
                           STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31,
                                                          ------------------------------------------
                                                              1995           1994          1993
                                                          -----------     -----------   ------------
<S>                                                       <C>             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                $ 1,028,000     $ 1,289,000   $ 11,839,000
Adjustments to reconcile net income to 
  net cash provided by operating activities:
      Depreciation and amortization                           203,000         478,000        433,000
      Gain on property disposition                           (502,000)       (752,000)    (6,816,000)
      Provision for doubtful receivables                           -            5,000          3,000
      Deferred costs paid                                     (42,000)        (87,000)       (73,000)
      Gain on extinguishment of debt                               -         (251,000)            -
      Deferred interest income                                     -               -      (2,834,000)
      Changes in operating assets and liabilities:
      Receivables and other assets                            (84,000)        281,000       (182,000)
      Accrued expenses and other liabilities                 (264,000)       (549,000)       518,000
                                                          -----------     -----------   ------------
Net cash provided by operating activities                     339,000         414,000      2,888,000
                                                          -----------     -----------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from sale of properties                        3,486,000       1,250,000             -
Notes receivable from property sales 
  - principal collection                                           -               -       3,805,000
Purchase of cash investments                                       -               -      (2,380,000)
Proceeds from cash investments                                     -               -       3,364,000
Restricted cash decrease (increase)                                -           23,000        (12,000)
Additions to real estate                                      (88,000)       (111,000)      (143,000)
                                                          -----------     -----------   ------------
Net cash provided by investing activities                   3,398,000       1,162,000      4,634,000
                                                          -----------     -----------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Satisfaction of mortgages payable                          (2,032,000)     (3,304,000)            -
Notes payable principal payments                              (45,000)       (165,000)      (160,000)
Cash distributions to partners                                     -       (2,549,000)            -
                                                          -----------     -----------   ------------
Cash (used in) financing activities                        (2,077,000)     (6,018,000)      (160,000)
                                                          -----------     -----------   ------------
Increase (Decrease) in Cash and Cash Equivalents            1,660,000      (4,442,000)     7,362,000

Cash and Cash Equivalents at Beginning of Year              3,268,000       7,710,000        348,000
                                                          -----------     -----------   ------------
Cash and Cash Equivalents at End of Year                  $ 4,928,000     $ 3,268,000   $  7,710,000
                                                          ===========     ===========   ============
Supplemental Disclosure of Cash Flow information:
      Interest paid in cash during the year               $   137,000     $ 1,153,000   $    513,000
                                                          ===========     ===========   ============

Supplemental Disclosure of Non-cash Investing and
    Financing Activities:
      Property sale expenses accrued                      $        -      $   156,000   $          -
                                                          ===========     ===========   ============
</TABLE>

      Mortgage assumed on property sale in 1994. see Note 6.
      Foreclosure of property and extinguishment of debt in 1994.  see Note 6.
      Foreclosure on note receivable from property sale in 1993.  see Note 7.

                      See notes to financial statements.

                          CENTURY PROPERTIES FUND XI
                            (A Limited Partnership)
                                       
                         NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Organization

       Century Properties Fund XI (the "Partnership") is a limited partnership
       organized under the laws of the State of California to acquire, hold for
       investment, and ultimately sell income-producing real estate. The
       Partnership currently owns a shopping center located in Washington. The
       general partner is Fox Capital Management Corporation ("FCMC"). The
       original capital contributions of $14,991,000 ($500 per unit) were made
       by the limited partners.

       On December 6, 1993, the shareholders of FCMC entered into a Voting Trust
       Agreement with NPI Equity Investments II, Inc. ("NPI Equity" or the
       "Managing General Partner") pursuant to which NPI Equity was granted the
       right to vote 100 percent of the outstanding stock of FCMC. As a result,
       NPI Equity became responsible for the operation and management of the
       business and affairs of the Partnership and the other investment
       partnerships originally sponsored by FCMC and/or Fox Realty Investors, an
       affiliate of FCMC. NPI Equity is a wholly-owned subsidiary of National
       Property Investors, Inc. ("NPI, Inc."). The shareholders of FCMC retain
       indirect economic interests in the Partnership and such other investment
       limited partnerships, but have ceased to be responsible for the operation
       and management of the Partnership and such other partnerships.

       On January 19, 1996, the stockholders of NPI, Inc. sold all of the
       issued and outstanding  stock of NPI, Inc. to an affiliate of Insignia
       Financial Group, Inc. ("Insignia") (see Note 10).

       Operating Strategy

       The Partnership is considering a major redevelopment project at Shadle
       Shopping Center to enhance the property value. Current estimates for the
       project range from $1,500,000 to $4,500,000. The cash required to
       complete the renovation would come from working capital reserves, which
       include net proceeds from the sale of Executive Center East, Executive
       Center West, the attached parcel of land and proceeds received from the
       1994 sale of Evergreen Plaza (see Note 5).

       Distributions

       In February 1994, the Partnership distributed $2,227,000 ($74.28 per
       unit) to the limited partners and $322,000 to the general partner from
       the collection of the Foxwood Village Apartments note receivable. No
       distributions were made in 1995 and 1993.



                           CENTURY PROPERTIES FUND XI
                            (A Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       Use of Estimates

       The preparation of financial  statements in conformity with generally
       accepted  accounting  principles requires management to make estimates
       and assumptions that affect the amounts reported in the financial 
       statements and accompanying  notes.  Actual results could differ from
       those estimates.

       Cash and Cash Equivalents

       The Partnership considers all highly liquid investments with an original
       maturity of three months or less at the time of purchase to be cash
       equivalents.

       Concentration of Credit Risk

       The Partnership maintains cash balances at institutions insured up to
       $100,000 by the Federal Deposit Insurance Corporation. Balances in excess
       of $100,000 are usually invested in repurchase agreements, which are
       collateralized by United States Treasury obligations. Cash balances
       exceeded these insured levels during the year. At December 31, 1995,
       substantially all of the Partnership cash was invested in overnight
       repurchase agreements, secured by United States Treasury obligations,
       which are included in cash and cash equivalents.

       Real Estate

       Real estate is stated at cost. Acquisition fees are capitalized as a cost
       of real estate. In 1995, the Partnership adopted SFAS No. 121,
       "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
       Assets to be Disposed Of ", which requires impairment losses to be
       recognized for long-lived assets used in operations when indicators of
       impairment are present and the undiscounted cash flows are not sufficient
       to recover the asset's carrying amount. The impairment loss is measured
       by comparing the fair value of the asset to its carrying amount. The
       adoption of the SFAS had no effect on the Partnership's financial
       statements.

       Depreciation

       Depreciation is computed by the  straight-line  method over estimated
       useful lives currently  ranging from 30 to 39 years for buildings and
       improvements and six years for furnishings.

       Deferred Costs


       Deferred costs represent deferred financing costs and deferred leasing
       commissions. Deferred financing costs were amortized as interest expense
       over the lives of the related loans or expensed if financing was not
       obtained. Deferred leasing commissions are amortized over the life of the
       applicable lease. At December 31, 1995 and 1994, accumulated amortization
       of deferred costs totaled $8,000 and $94,000, respectively.


                           CENTURY PROPERTIES FUND XI
                            (A Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       Net Income Per Limited Partnership Unit

       The net income per limited partnership unit is computed by dividing the
       net income allocated to the limited partners by 29,982 units outstanding.

       Income Taxes

       Taxable income or loss of the Partnership is reported in the income tax
       returns of its partners. Accordingly, no provision for income taxes is
       made in the financial statements of the Partnership.

       Reclassifications

       Certain amounts from 1994 and 1993 have been reclassified to conform to
       the 1995 presentation.

2.     TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES

       In accordance with the Partnership Agreement, the Partnership may be
       charged by the general partner and affiliates for services provided to
       the Partnership. From March 1988 to December 1992, such amounts were
       assigned pursuant to a services agreement by the general partner and
       affiliates to Metric Realty Services, L.P. ("MRS"), which performed
       partnership management and other services for the Partnership.

       On January 1, 1993, Metric Management, Inc. ("MMI"), successor to MRS, a
       company which is not affiliated with the general partner, commenced
       providing certain property and portfolio management services to the
       Partnership under a new services agreement. As provided in the new
       services agreement, effective January 1, 1993, no reimbursements were
       made to the general partner and affiliates after December 31, 1992.
       Subsequent to December 31, 1992, reimbursements were made to MMI. On
       December 16, 1993, the services agreement with MMI was modified and, as a
       result thereof, the Managing General Partner assumed responsibility for
       cash management and other Partnership services on various dates
       commencing December 23, 1993 (see Notes 1 and 10). Related party expenses

       for the years ended December 31, 1995, 1994 and 1993 were as follows:


<TABLE>
<CAPTION>
                                                       1995         1994        1993
                                                    ---------    ---------    ----------
<S>                                                 <C>          <C>          <C>
               Reimbursement of Expenses:
                 Partnership accounting and 
                   investor services                $ 144,000    $ 125,000    $      -
                 Professional services                     -         8,000           -
                                                    ---------    ---------    ----------

                    Total                           $ 144,000    $ 133,000    $      -
                                                    =========    =========    ==========
</TABLE>


                                       
                          CENTURY PROPERTIES FUND XI
                                       
                            (A Limited Partnership)
                                       
                         NOTES TO FINANCIAL STATEMENTS
                                       
                 YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

2.     TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES (Continued)

       Reimbursed expenses are primarily included in general and administrative
       expenses. An affiliate of FCMC was paid $129,000 in connection with the
       sale of the Partnership's Executive Center East, Executive Center West
       and the attached parcel of land in 1995. This fee is included in the gain
       on sale of property.

       In accordance with the Partnership Agreement, the general partner was
       also allocated its one percent continuing interest in the Partnership's
       net income and taxable income. Gains from sale of Partnership properties
       were allocated first to the general partner to the extent of the deficit
       in its capital account at the time of the sales, including cash
       distributions from sale, then to the limited partners. The general
       partner was allocated its one percent interest in cash distributions
       until the Limited Partners received the return of all of their original
       invested capital plus a nine percent priority return at which time the
       general partner received a 10 percent allocation of cash available for
       distribution and the Promissory Note holders were entitled to a residual
       interest payment (see Note 5). The general partner is also entitled to
       receive a one percent allocation of any remaining cash available for
       distribution after the above allocations. The general partner received
       $322,000 in February 1994, as its share of the distributions of the
       Foxwood Village Apartments note receivable.

3.     REAL ESTATE

       Real estate, at December 31, 1995 and 1994, is summarized as follows:
<TABLE>
<CAPTION>
                                                    1995                    1994
                                                ------------            ------------
<S>                                             <C>                     <C>
       Land                                     $    306,000            $  1,180,000
       Buildings and improvements                  1,976,000               5,827,000
       Furnishings                                         -                 154,000
                                                ------------            ------------
                                       
       Total                                       2,282,000               7,161,000
       Accumulated depreciation                     (157,000)             (2,073,000)
                                                --------------          ------------ 
                                       
       Real estate, net                         $  2,125,000            $  5,088,000
                                                ============            ============
</TABLE>

                                       
4.     NOTES PAYABLE

       The Partnership's Executive Center East and West properties were pledged
       as collateral for related notes payable. On July 26, 1995, these
       properties were sold and their related notes repaid (see Note 6).

       On September 16, 1994, the Partnership repaid the first mortgage
       encumbering Shadle Shopping Center (see Note 7).

       Amortization of deferred financing costs totaled $8,000 and $7,000 for
       1994 and 1993.


                          CENTURY PROPERTIES FUND XI
                           (A Limited Partnership)
                                      
                        NOTES TO FINANCIAL STATEMENTS
                                      
                 YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

5.     NON-RECOURSE PROMISSORY NOTES

       Non-recourse Promissory Notes, which were secured by a subordinated lien
       on all Partnership properties, bore interest at nine percent per annum.
       The original balance of the Promissory Notes was $10,741,000. The final
       balance on these notes was paid in 1984. Promissory Note holders are also
       entitled to the payment of residual interest equal to 16.7 percent of
       cash distributed by the Partnership from the sale, refinancing or other
       disposition of Partnership properties, after specified payments are made
       to the general partner and limited partners, as set forth in the Trust
       Indenture. The conditions of this priority return were met in 1990.
       Promissory Note holders were paid residual interest of $451,000 in
       February 1994. The Partnership's obligation to the Promissory Note
       holders is recognized as additional interest expense when the sale,
       refinancing or other disposition is recognized, provided cash is
       available for distribution. The Partnership does not currently plan to
       make a distribution. Accordingly, no liability has been established in
       the financial statements for any residual interest that would be due to
       Promissory Note holders (see Note 1).

6.     PROPERTY DISPOSITIONS, GAIN ON EXTINGUISHMENT OF DEBT AND NOTE RECEIVABLE

       On July 26, 1995, the Partnership sold its Executive Center East,
       Executive Center West and the attached parcel of land to an unaffiliated
       third party for $3,770,000. After debt repayment in the amount of
       $2,032,000 and closing expenses of $284,000, the Partnership received net
       proceeds of approximately $1,454,000. For financial statement purposes,
       the Partnership recognized a gain on the sale of properties of $502,000
       for the year ended December 31, 1995.

       On December 23, 1994, the Partnership sold its Evergreen Plaza Shopping
       Center for $3,650,000. After the purchaser's assumption of the existing
       loan of $2,203,000, closing expenses of $353,000 and operating

       adjustments of $50,000, net proceeds received by the Partnership were
       $1,044,000. For financial statement purposes, the Partnership recorded a
       $752,000 gain on sale of property for the year ended December 31, 1994.

       On July 5, 1994, the Partnership's Manana/Dunn Business Park was lost
       through foreclosure. At the time of foreclosure, the outstanding
       non-recourse mortgage liability exceeded the Partnership's basis in the
       property. For financial statement purposes, the Partnership recorded an
       extraordinary gain on extinguishment of debt in the amount of $251,000
       for the year ended December 31, 1994. The net carrying amount of real
       estate and furnishings at the time of foreclosure was $627,000.

       The note receivable from the sale of Foxwood Village was scheduled to
       mature in 1991. In October 1993 the borrower prepaid the outstanding
       balance. The Partnership received $6,102,000, consisting of $3,591,000 of
       principal and $2,661,000 of accrued interest, net of $150,000 discount,
       as full payment. Upon receipt of payment the Partnership recognized the
       original gain on property disposition of $6,816,000 and interest income
       of $5,704,000 for the year ended December 31, 1993.


                          CENTURY PROPERTIES FUND XI
                           (A Limited Partnership)
                                      
                        NOTES TO FINANCIAL STATEMENTS
                                      
                 YEARS ENDED DECEMBER 31, 1995, 1994 and 1993

7.     FORECLOSURE ON NOTES RECEIVABLE FROM PROPERTY SALE

       In 1985, the Partnership sold Shadle Shopping Center. In April 1993, the
       bankruptcy court granted the Partnership and holder of the first mortgage
       on Shadle Shopping Center relief from the automatic stay under Chapter 11
       of the U.S. Bankruptcy Code and a receiver was placed on the property in
       May 1993. As a result, the Partnership acquired the property through
       foreclosure on September 24, 1993. In September 1994, the Partnership
       repaid the $2,758,000 first mortgage encumbering the property and on
       October 25, 1994 the court appointed receiver was dismissed. In January
       1996, the Partnership received $128,000 in final settlement of the claims
       of the Partnership against the bankrupt estate of the former owner of
       Shadle Shopping Center. The settlement has been accrued at December 31,
       1995, and is included in other income.

8.     MINIMUM FUTURE RENTAL REVENUES

       Minimum future rental revenues from operating leases having
       non-cancelable lease terms in excess of one year are as follows:

                  1996            $   718,000
                  1997                587,000
                  1998                505,000
                  1999                308,000
                  2000                164,000
                  Thereafter          192,000

                                  -----------

                  Total           $ 2,474,000
                                  ===========

       Rental revenues  include  percentage and other  contingent  rentals 
       of $92,000,  $125,000 and $27,000 in 1995, 1994 and 1993, respectively.

       Amortization of deferred leasing commissions totaled $31,000, $55,000 and
       $61,000 for 1995, 1994 and 1993, respectively.


                          CENTURY PROPERTIES FUND XI
                           (A Limited Partnership)
                                      
                        NOTES TO FINANCIAL STATEMENTS
                                      
                 YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

9.     RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING

       The differences between the accrual method of accounting for income tax
       reporting and the accrual method of accounting used in the financial
       statements are as follows:

<TABLE>
<CAPTION>
                                                                 1995                 1994                1993
                                                              -----------          -----------         -----------
<S>                                                           <C>                  <C>                 <C>
       Net income - financial statements                      $ 1,028,000          $ 1,289,000         $11,839,000
       Differences resulted from:                          
         Deferred interest income                                       -                    -          (5,360,000)
         Interest capitalized                                           -                5,000                   -
         Depreciation                                              (7,000)              (2,000)             75,000
         Gain on property sales                                   239,000              472,000          (3,071,000)
         Unearned revenue                                         (26,000)              31,000             (33,000)
         Capitalized costs                                                                   -               2,000
         Other                                                         -                 5,000             (42,000)
                                                               ---------           ------------         ----------- 
                                                           
       Net income - income tax method                        $  1,234,000          $ 1,800,000         $ 3,410,000
                                                             ============          ===========         ===========
       Taxable income per limited partnership              
         unit after giving effect to the                   
         allocation to the general partner                   $         41          $        60         $       102
                                                             ============          ===========         ===========
                                                           
       Partners' equity - financial statements              $   7,162,000          $ 6,134,000         $ 7,394,000
       Differences resulted from:                          
         Shadle foreclosure property basis                      2,672,000            2,672,000           2,672,000
         Deferred sales commissions and                    
           organization costs                                   1,676,000            1,676,000           1,676,000
         Depreciation                                             (88,000)            (351,000)           (943,000)
         Lease payments credited to rental properties                   -               88,000              88,000
         Interest capitalized                                           -               52,000              47,000
         Unearned revenue                                          15,000               41,000              10,000
         Other                                                     12,000              (97,000)             19,000
                                                             ============          ===========         ===========
                                                           
       Partners' equity - income tax method                  $ 11,449,000          $10,215,000         $10,963,000
                                                             ============          ===========         ===========
</TABLE>                                                   



                           CENTURY PROPERTIES FUND XI
                            (A Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


10.    SUBSEQUENT EVENT

       On January 19, 1996, the stockholders of NPI, Inc. sold all of the issued
       and outstanding stock of NPI, Inc. to an affiliate of Insignia. As a
       result of the transaction, the Managing General Partner of the
       Partnership is controlled by Insignia. Insignia affiliates now maintain
       its books and records and oversee its operations. Property management
       services continue to be performed by an unaffiliated third party.


                          CENTURY PROPERTIES FUND XI
                           (A Limited Partnership)
                                      
                   REAL ESTATE AND ACCUMULATED DEPRECIATION
                              DECEMBER 31, 1995


<TABLE>
<CAPTION>
COLUMN                     COLUMN   COLUMN          COLUMN                  COLUMN            COLUMN    COLUMN    COLUMN    COLUMN
  A                           B       C                D                      E                  F         G         H         I

                                                Cost Capitalized
                                  Initial Cost     Subsequent           Gross Amount at Which
                                 to Partnership   to Acquisition    Carried at Close of Period(1)
                                 --------------  ---------------    -----------------------------
                                                                                                                           Life
                                                                                                                          on which
                                                                                                                          Deprecia-
                                                                                              Accumu-   Year                tion is
                                            Buildings                    Buildings             lated     of      Date     computed
                                               and                         and               Deprecia-  Con-      of      in latest
                            Encum-           Improve-   Improve-         Improve-    Total     tion    struc-   Acqui-  statement of
Description                brances    Land    ments      ments    Land    ments       (2)       (3)     tion    sition   operations
-----------                -------    ----    -----      -----    ----    -----       ---       ---     ----    ------   ----------
<S>                        <C>       <C>    <C>         <C>       <C>    <C>       <C>       <C>       <C>      <C>     <C>
                                                      (Amounts in thousands)
Shadle Shopping Center
   Spokane, Washington(4)  $    -    $ 306  $  1,957    $   19    $ 306  $  1,976  $   2,282  $    157   (5)    12/76    30-39 yrs.
                           ======    =====  ========    ======    =====  ========  =========  ========
</TABLE>

                            See accompanying notes.


                          CENTURY PROPERTIES FUND XI
                           (A Limited Partnership)
                                      
                   REAL ESTATE AND ACCUMULATED DEPRECIATION
                              DECEMBER 31, 1995
                                                                 
NOTES:

(1)   The aggregate cost for Federal income tax purposes is $4,954,000.

<TABLE>
<S>                                                                     <C>
(2)   Balance, January 1, 1993                                          $ 10,377,000
      Improvements capitalized subsequent to acquisition                     143,000
      Property reacquired through foreclosure                              2,263,000
                                                                        ------------
      Balance, December 31, 1993                                          12,783,000
      Improvements capitalized subsequent to acquisition                     111,000
      Disposal of real estate                                             (5,733,000)
                                                                        ------------
      Balance, December 31, 1994                                           7,161,000
      Improvements capitalized subsequent to acquisition                      88,000
      Disposal of real estate                                             (4,967,000)
                                                                        ------------
      Balance, December 31, 1995                                        $  2,282,000
                                                                        ============

(3)   Balance, January 31, 1993                                         $  3,884,000
      Additions charged to expense                                           390,000
                                                                        ------------
      Balance, December 31, 1993                                           4,274,000
      Additions charged to expense                                           416,000
      Accumulated depreciation on property dispositions                   (2,617,000)
                                                                        ------------
      Balance, December 31, 1994                                           2,073,000
      Additions charged to expense                                           172,000
      Accumulated depreciation on property dispositions                   (2,088,000)
                                                                        ------------
      Balance, December 31, 1995                                        $    157,000
                                                                        ============
</TABLE>

(4)   Property reacquired through foreclosure in September 1993; originally
      sold in October 1985.

(5)   Property was constructed in phases between 1961 and 1974.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

     Effective April 22, 1994, the Registrant dismissed its prior Independent
Auditors, Deloitte & Touche, LLP ("Deloitte") and retained as its new
Independent Auditors, Imowitz Koenig & Company LLP. Deloitte's Independent
Auditors' Report on the Registrant's financial statements for the calendar year
ended December 31, 1993, did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles. The decision to change Independent Auditors was approved
by the Board of Directors of the Managing General Partner. During the calendar
year ended 1993 and through April 22, 1994, there were no disagreements between
the Registrant and Deloitte on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedure which
disagreements if not resolved to the satisfaction of Deloitte, would have caused
it to make reference to the subject matter of the disagreements in connection
with its reports.

     Effective April 22, 1994, the Registrant engaged Imowitz Koenig & Company
LLP as its Independent Auditors. The Registrant did not consult Imowitz Koenig &
Company LLP regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K prior to April 22, 1994.


                                   PART III

Item 10.   Directors and Executive Officers of the Registrant.

     The Registrant does not have any officers or directors. The general partner
of the Registrant, Fox Capital Management Corporation (the "Managing General
Partner"), manages and controls substantially all of the Registrant's affairs
and has general responsibility and ultimate authority in all matters affecting
its business. NPI Equity Investments II, Inc., which controls the Managing
General Partner, is a wholly-owned affiliate of National Property Investors,
Inc., which in turn is owned by an affiliate of Insignia (See "Item 1, Business
- Change in Control"). Insignia is a full service real estate service
organization performing property management, commercial and retail leasing,
investor services, partnership administration, mortgage banking, and real estate
investment banking services for various entities. Insignia commenced operations
in December 1990 and is the largest manager of multifamily residential
properties in the United States and is a significant manager of commercial
property. It currently provides property and/or asset management services for
over 2,000 properties. Insignia's properties consist of approximately 300,000
units of multifamily residential housing and approximately 64 million square
feet of commercial space.

     As of March 1, 1996, the names and positions held by the officers and
directors of the Managing General Partner are as follows:

                                                         Has served as a
                                                         Director and/or
                                                         Officer of the Managing
Name                         Positions Held              General Partner since
----                         --------------              -----------------------
William H. Jarrard, Jr.      President and Director      January 1996

Ronald Uretta                Vice President and          January 1996
                                Treasurer

John K. Lines, Esquire       Vice President,             January 1996
                                Secretary and Director

Thomas R. Shuler             Director                    January 1996

Kelley M. Buechler           Assistant Secretary         January 1996

     William H. Jarrard, Jr., age 49, has been President and a Director of the
Managing General Partner since January 1996. Mr. Jarrard has been a Managing
Director - Partnership Administration of Insignia since January 1991.

     Ronald Uretta, age 40, has been Insignia's Chief Financial Officer and
Treasurer since January 1992. Since September 1990, Mr. Uretta has also served
as the Chief Financial Officer and Controller of Metropolitan Asset Group.

     John K. Lines, Esquire, age 36, has been a Director and Vice President and
Secretary of the Managing General Partner since January 1996, Insignia's General
Counsel since June 1994, and General Counsel and Secretary since July 1994. From
May 1993 until June 1994, Mr. Lines was the Assistant General Counsel and Vice

President of Ocwen Financial Corporation, West Palm Beach, Florida. From October
1991 until May 1993, Mr. Lines was a Senior Attorney with Banc One Corporation,
Columbus, Ohio. From May 1984 until October 1991, Mr. Lines was an attorney with
Squire Sanders & Dempsey, Columbus, Ohio.

     Thomas R. Shuler, age 50, has been Managing Director - Residential Property
Management of Insignia since March 1991 and Executive Managing Director of
Insignia and President of Insignia Management Services since July 1994.

     Kelley M. Buechler, age 38, has been Assistant Secretary of the Managing
General Partner since January 1996 and Assistant Secretary of Insignia since
1991.

     No family relationships exist among any of the officers or directors of the
Managing General Partner.

     Each director and officer of the Managing General Partner will hold office
until the next annual meeting of stockholders of the Managing General Partner
and until his successor is elected and qualified.

Item 11.   Executive Compensation.

     The  Registrant  is not  required to and did not pay any  compensation  to
the  officers or directors of the Managing General  Partner.  The  Managing 
General Partner does not  presently pay any compensation to any of its 
officers or directors.  (See "Item 13, Certain Relationships and Related
Transactions.")

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

     There is no person known to the Registrant who owns beneficially or of
record more than five percent of the voting securities of the Registrant.

     The Registrant is a limited partnership and has no officers or directors.
The Managing General Partner has discretionary control over most of the
decisions made by or for the Registrant in accordance with the terms of the
Partnership Agreement. The directors and officers of the Managing General
Partner and its affiliates, as a group do not own any of the Registrant's voting
securities.

     There are no arrangements known to the Registrant, the operation of which
may, at a subsequent date, result in a change in control of the Registrant.

Item 13.   Certain Relationships and Related Transactions.

     In accordance with the Registrant's partnership agreement, the Registrant
may be charged by the Managing Registrant's General Partner and affiliates for
services provided to the Registrant. On January 1, 1993, Metric Management, Inc.
("MMI"), successor to MRS, a company which is not affiliated with the general
partner, commenced providing certain property and portfolio management services
to the Registrant under a new services agreement. As provided in the new
services agreement, effective January 1, 1993, no reimbursements were made to
the general partner and affiliates after December 31, 1992. Subsequent to
December 31, 1992, reimbursements were made to MMI. On December 16, 1993, the

services agreement with MMI was modified and, as a result thereof, the Managing
General Partner assumed responsibility for cash management and other Registrant
services on various dates commencing December 23, 1993 (see Notes 1 and 10).
Related party expenses for the years ended December 31, 1995, 1994 and 1993 were
as follows:

                                       1995       1994       1993
                                   ----------------------------------

  Reimbursement of Expenses:
    Partnership accounting and
      investor services               $144,000   $125,000   $       -
    Professional services                    -      8,000           -
                         --------------------------------------------

  Total                               $144,000   $133,000  $        -
                                      ========   ========  ==========

     Reimbursed expenses are primarily included in general and administrative
expenses. An affiliate of the Managing General Partner was paid $129,000 in
connection with the sale of the Registrant's Executive Center East, Executive
Center West and the attached parcel of land in 1995. This fee is included in the
gain on sale of property.

     In accordance with the Registrant's partnership agreement, the general
partner was also allocated its one percent continuing interest in the
Registrant's net income and taxable income. Gains from sale of Registrant
properties were allocated first to the general partner to the extent of the
deficit in its capital account at the time of the sales, including cash
distributions from sale, then to the limited partners. The general partner was
allocated its one percent interest in cash distributions until the Limited
Partners received the return of all of their original invested capital plus a
nine percent priority return at which time the general partner received a 10
percent allocation of cash available for distribution and the Promissory Note
holders were entitled to a residual interest payment (see Note 5). The general
partner is also entitled to receive a one percent allocation of any remaining
cash available for distribution after the above allocations. The general partner
received $322,000 in February 1994 as its share of the distributions of the
Foxwood Village Apartments note receivable.


                                    PART IV

Item 14.  Exhibits, Financial Statements Schedules, and Reports on Form 8-K

(a)(1)(2)     Financial Statements and Financial Statements Schedules:

                           See "Item 8" of this Form 10-K for Financial
                           Statements of the Registrant, Notes thereto, and
                           Financial Statements Schedules. (A Table of Contents
                           to Financial Statements and Financial Statements
                           Schedules is included in Item 8 and incorporated
                           herein by reference.)

(a)(3)   Exhibits

                  2.       NPI, Inc. Stock Purchase Agreement, dated as of
                           August 17, 1995, incorporated by reference to the
                           Registrant's Current Report on Form 8-K dated August
                           17, 1995.

                  3.4.     Agreement of Limited  Partnership,  incorporated 
                           by reference to Exhibit A to the Prospectus of the 
                           Registrant  dated  September 16, 1976, as republished
                           on October 14, 1976, and May 6, 1977, and thereafter 
                           supplemented,  included in the Registrant's 
                           Registration Statement on Form S-11 (Reg. No.
                           2-52089).

                  10.      Acquisition Agreement among the Registrant and
                           Tracy/Schulte Partners, L.P., incorporated by
                           reference to Exhibit 1 to the Registrant's Current
                           Report on Form 8-K dated December 23, 1994.

                  16.      Letter dated April 27, 1994 from the Registrant's
                           Former Independent Auditors incorporated by reference
                           to the Registrant's Current Report on Form 8-K dated
                           April 22, 1994.

(b)  Reports on Form 8-K:

                  (1)      None



                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized this 25th day of March,
1996.

                               CENTURY PROPERTIES FUND XI

                               By: FOX CAPITAL MANAGEMENT CORPORATION
                                   A General Partner


                              By:  /s/ William H. Jarrard, Jr.
                                       William H. Jarrard, Jr.
                                       President and Director

          Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

Signature/Name               Title                   Date
--------------               -----                   ----
/s/ William H. Jarrard, Jr.  President and           March 25, 1996
William H. Jarrard, Jr.       Director

/s/ Ronald Uretta            Principal Financial     March 25, 1996
Ronald Uretta                 Officer and Principal
                              Accounting Officer

/s/ John K. Lines            Director                March 25, 1996
John K. Lines


                                 Exhibit Index

Exhibit                                                                   Page

2.       NPI, Inc. Stock Purchase Agreement, dated as of                   (1)
         August 17, 1995

3.4      Agreement of Limited Partnership                                  (2)

10       Acquisition Agreement among the Registrant, as Seller,
         and Tracy/Schulte Partners, L.P., as Purchaser                    (3)

16       Letter dated April 27, 1994 from the Registrant's
         former Independent Auditors                                       (4)

-------------------
(1) Incorporated by reference to the Registrant's Current Report on Form 8-K
    dated August 17, 1995.

(2) Incorporated by reference to Exhibit A to the Prospectus of the Registrant
    dated September 16, 1976, as republished on October 14, 1976 and May 6,
    19977 and thereafter Supplemented, included in Registration Statement on
    Form S-11 (Reg No. 2-552089).

(3) Incorporated by reference to Exhibit 1 to the Registrant's Current Report on
    Form 8-K dated December 23, 1994.

(4) Incorporated by reference to Exhibit 10 to the Registrant's Current Report
    on Form 8-K dated April 22, 1994.