UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~July~~October 3127, 2009

ANGELES PROPERTIES XI

(Exact name of Registrant as specified in its charter)

California 0-11766 95-3788040

California	0-11766	95-3788040
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification Number)

~~(State~~55 ~~or other jurisdiction (Commission (I.R.S. Employer~~Beattie Place

ofPost ~~incorporation~~Office ~~or File Number) Identification Number)~~Box 1089

~~organization)~~Greenville, South Carolina 29602

55(Address ~~Beattie~~of ~~Place~~principal executive offices)

~~Post~~(864) ~~Office Box 1089~~239-1000

~~Greenville,~~(Issuer's ~~South Carolina 29602~~telephone number)

~~(Address~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of ~~principal~~the ~~executive~~registrant ~~offices)~~under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (~~864)~~17 ~~239-1000~~CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (~~Issuer's~~17 ~~telephone~~CFR ~~number~~240.14a-12)

~~Check~~[ ~~the appropriate box below if the Form 8~~] Pre-Kcommencement communications ~~filing~~pursuant ~~is intended~~ to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) ~~the~~under ~~filing obligations of~~ the ~~registrant~~Exchange ~~under~~Act ~~any~~(17 ~~of the following provisions:~~CFR 240.14d-2(b))

[ ] ~~Written~~ Pre-commencement communications pursuant to Rule ~~425~~13e-4(c) under the ~~Securities~~Exchange Act (17 CFR ~~230~~ 240.~~425~~13e-4(c))

Item [5.02 Departure ~~] Soliciting~~of ~~material~~Directors ~~pursuant~~or toCertain ~~Rule~~Officers; ~~14a-12~~Election ~~under~~of ~~the~~Directors; Appointment ~~Exchange~~of ~~Act~~Certain ~~(17~~Officers; ~~CFR~~Compensatory ~~240~~Arrangements of Certain Officers.~~14a-12)~~

[On ~~] Pre-commencement~~October ~~communications~~27, ~~pursuant~~2009, toApartment ~~Rule~~Investment ~~14d-2~~and Management Company (b"Aimco") ~~under~~announced the ~~Exchange~~appointment ~~Act~~of ~~(17~~Ernest ~~CFR~~M. ~~240~~Freedman as Executive Vice President and Chief Financial Officer.~~14d-2(b))~~ Mr. Freedman will also serve as Executive Vice President and Chief Financial Officer of the Managing General Partner. Mr. Freedman’s promotion is effective November 1, 2009.

Aimco also announced that David Robertson, [President, ~~] Pre-commencement~~Chief ~~communications~~Investment ~~pursuant~~Officer toand ~~Rule~~Chief ~~13e-4(c)~~Financial ~~under~~Officer of Aimco and President and Chief Financial Officer of the ~~Exchange~~Managing ~~Act~~General ~~(17~~Partner ~~CFR~~is resigning ~~240~~from his position as Chief Financial Officer of Aimco and the Managing General Partner effective November 1, 2009, and is resigning from his other positions effective December 31, 2009.~~13e-4(c))~~ In order to provide for an orderly transition, Mr. Robertson will continue in an advisory capacity through early 2010, working on a variety of transactions.

Item 1.01 Entry into a Material Definitive Agreement.

Angeles Properties XI, a California limited partnership (the “Registrant”), owned a 100% interest in Fox Run AP XI, L.P., a South Carolina limited partnership (the “Partnership”). The Partnership owned Fox Run Apartments (the “Property”), a 776-unit apartment complex located in Plainsboro, New Jersey. On July 31, 2009, the Partnership sold Fox Run Apartments, which was its sole investment property, to a third party, Angelo Gordon Real Estate Inc., a Delaware corporation (the “Purchaser”), for a total sales price of $70,497,000.

In accordance with the terms of the Registrant’s partnership agreement, the Registrant’s Managing General Partner is currently evaluating the cash requirements of the Registrant to determine what portion of the sale proceeds will be available to distribute to the Registrant’s partners.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ANGELES PARTNERS XI

(A California Limited Partnership)

By: Angeles Realty Corporation II

Managing General Partner

By: /s/~~Steven~~Stephen DB. ~~Cordes~~ Waters

~~Steven~~Stephen DB. ~~Cordes~~Waters

Senior ~~Vice~~Director ~~President~~

Date: ~~August~~November 52, 2009

Filing Compare · ANGELES PARTNERS XI