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) ~~October~~December 278, 2009

ANGELES PROPERTIES XI

(Exact name of Registrant as specified in its charter)

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

55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

(864) 239-1000

(Issuer's telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnHarry ~~October~~G. 27Alcock, ~~2009,~~who currently ~~Apartment~~serves ~~Investment~~as Executive Vice President and a member of the Board of ~~Management~~Directors ~~Company~~of the Registrant’s managing general partner (~~"Aimco"~~the “Managing General Partner”), has announced his intention to resign from these positions effective December 15, 2009. To fill the ~~appointment~~vacancy on the Board of ~~Ernest~~Directors Mcreated by Mr. ~~Freedman~~Alcock’s asdeparture, the sole stockholder of the Managing General Partner ~~Executive~~has ~~Vice~~elected ~~President~~John ~~and~~Bezzant, ~~Chief~~who ~~Financial~~will ~~Officer.~~become a director of the Managing General Partner effective December 16, 2009. Mr. ~~Freedman~~Bezzant, ~~will~~47, ~~also serve~~currently serves as a ~~Executive~~Senior Vice President of the Managing General Partner and ~~Chief~~Apartment ~~Financial~~Investment and ~~Officer~~Management Company (“Aimco”), an affiliate of the Managing ~~General~~ General Partner. Mr. Bezzant joined Aimco in June 2006 as Senior Vice President - Development. Prior to joining Aimco, from 2005 to June 2006, Mr. ~~Freedman’s~~Bezzant was ~~promotion~~a isFirst ~~effective~~Vice ~~November~~President 1at Prologis and from 1986 to 2005, ~~2009~~Mr. Bezzant served as Vice President, Asset Management at Catellus Development Corporation.

Aimco also announced that David Robertson, President, Chief Investment Officer and Chief Financial Officer of Aimco and President and Chief Financial Officer of the Managing General Partner is resigning 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. 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.

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/Stephen B. Waters

Stephen B. Waters

Senior Director

Date: ~~November~~December 214, 2009

Filing Compare · ANGELES PARTNERS XI