SECURITIES AND EXCHANGE COMMISSION

                                 WASHINGTON, DC
                                      20549



                                                              


                                    FORM 8-K

                                                              


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                        Date of Report: September 6, 1995

                               ANGELES PARTNERS XI
             (Exact name of registrant as specified in its charter)


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


                          One Insignia Financial Plaza
                              Post Office Box 1089
                        Greenville, South Carolina  29602
                     (Address of Principal Executive Office)


        Registrant's telephone number, including area code (803) 239-1000





                                                               







Item 2.   Acquisition or Disposition of Assets

          On September 6, 1995, the Partnership sold its investment property,
Harbour Landing Apartments, located at 7625 Garner's Ferry Road, in Columbia,
South Carolina, to New Plan Realty Trust, an unrelated third party.  The
Managing General Partner believed that the sale of the property was in the best
interest of the Partnership.  Total consideration was $4,900,000.





Item 7.   Financial Statements and Exhibits

(b).      Pro forma financial information

          Harbour Landing Apartments was sold on September 6, 1995.  The
following unaudited condensed balance sheet of the Partnership assumes the
property had been disposed of at June 30, 1995.


                                               Pro Forma Balance Sheet
                                                     (Unaudited)      

                                      June 30,                          June 30,
                                        1995         Pro Forma            1995
                                     As Reported    Adjustments        Pro Forma 
                                                          
Cash                                $  1,241,122    $   465,960  (1)  $  1,707,082
Other assets                           1,016,948         71,563  (1)     1,088,511

Land                                   4,396,743       (398,628) (1)     3,998,115
Buildings & related personal                                                      
      property, net                   12,219,047     (2,013,802) (1)    10,205,245

  Total assets                      $ 18,873,860    $(1,874,907)      $ 16,998,953
                                                                                  

Other accrued liabilities           $  3,575,464    $  (133,063) (1)  $  3,442,401
Mortgage notes payable                33,268,779     (4,110,437) (1)    29,158,342

  Total liabilities                   36,844,243     (4,243,500)        32,600,743
Partners' deficit                    (17,970,383)     2,368,593        (15,601,790)
  Total liabilities and partner's                                                 
      deficit                       $ 18,873,860    $(1,874,907)      $ 16,998,953


<FN>
(1)   Represents pro forma adjustments to reflect the removal of assets and
liabilities  related to the sale of Harbour Landing Apartments.




      The following pro-forma statements of income (loss) assume Harbour Landing
Apartments had been sold as of December 31, 1994 and 1993, respectively.  The
following pro forma statements of income (loss) do not reflect the gain for
financial statement purposes incurred as a result of the sale.


                                     Pro-Forma Statements of Income
                                               (Unaudited)         
                                       For the six months ended
                                              June 30, 1995        

                                 As Reported   Adjustments          Pro Forma 
                                                      
Total Revenue                    $ 3,922,082   $  526,909   (2)    $ 3,395,173
                                                               
Operating expenses                   991,846      204,821   (2)        787,025

General and administrative           139,962           --              139,962
Property management fees             189,491       21,103   (2)        168,388

Maintenance                          349,722       51,114   (2)        298,608
Depreciation                         806,577      123,037   (2)        683,540

Interest                           1,691,374      250,183   (2)      1,441,191
Property taxes                       359,095       20,759   (2)        338,336
                                                               

Total expenses                     4,528,067      671,017            3,857,050
                                                               
Loss before equity in loss                                     
  of joint venture                 (605,985)     (144,108)           (461,877)

Equity in loss of joint                                        
      venture                       (47,107)           --             (47,107)

                                                               
Net loss                        $  (653,092)   $ (144,108)         $ (508,984)
                                                               

Net loss per limited                                           
   partnership unit             $    (16.23)   $    (3.58)         $   (12.65)
                                                               
Weighted average number of                                     
   units                             39,842                            39,842  

<FN>
(2)   Represents pro forma adjustments to remove revenues and expenses related
      to Harbour Landing Apartments as a result of the sale.  




                                     Pro Forma Statements of Income
                                               (Unaudited)         
                                           For the year ended
                                           December 31, 1994       

                        As Reported   Adjustments        Pro Forma    

                                                     
Total Revenue                    $10,165,136    $1,035,384   (2) $ 9,129,752




                                                                            
Operating expenses                 2,856,967       323,347   (2)   2,533,620

General and administrative           230,747            --           230,747
Property management fees             506,180        46,974   (2)     459,206

Maintenance                          967,494        54,804   (2)     912,690
Depreciation                       2,059,526       242,845   (2)   1,816,681
Interest                           4,388,726       513,947   (2)   3,874,779

Property taxes                       895,052        68,944   (2)     826,108
                                                                            
Total expenses                    11,904,692     1,250,861        10,653,831

                                                                            
Loss before gain on sale of                                                 
  investment property, loss on                                              
  disposal of property, and                                                 
  equity in loss of joint                                                   
  venture                         (1,739,556)     (215,477)       (1,524,079)
                                                                            
Gain on sale of investment                                                  
  property                         7,257,155            --         7,257,155
Loss on disposal of property        (151,980)           --          (151,980)
Equity in loss of joint                                                     
      venture                        (77,378)           --           (77,378)
Net income                       $ 5,288,241    $ (215,477)      $ 5,503,718
                                                                            
Net income per limited                                                      
   partnership unit              $    131.40    $    (5.35)      $    136.75   
                                                                            
Weighted average number of                                                  
   units                              39,842                          39,842


<FN>
(2)   Represents pro forma adjustments to remove revenues and expenses related
      to Harbour Landing Apartments as a result of the sale.  Certain
      reclassifications have been made to the 1994 balances to conform to the 1995 presentation.


        
        
                                   SIGNATURES


      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                                 ANGELES PARTNERS XI
      
                                             By: Angeles Realty Corporation II
                                                 Managing General Partner



                                             By: /s/Carroll D. Vinson   
                                                 Carroll D. Vinson
                                                 President and Principal
                                                 Executive Officer





                                             By: /s/Robert D. Long, Jr. 
                                                 Robert D. Long, Jr.
                                                 Controller and Principal
                                                 Accounting Officer




                                             Date: September 21, 1995




                                             


(c)   Exhibits

                                  EXHIBIT INDEX


      Exhibit No.                            Description

         10.11                          Contract to Purchase and Sell Property 
                                        with Exhibits dated July 24, 1995,
                                        between Harbour Landing AP XI, L.P., a
                                        South Carolina limited partnership, and
                                        New Plan Realty Trust, a Massachusetts
                                        Business Trust.

         10.12                          Special Warranty Deed dated September 
                                        5, 1995 between Harbour Landing AP XI, 
                                        L.P., and New  Plan Realty Trust

         10.13                          Comfort Sum Escrow Agreement dated 
                                        September 6, 1995, between New Plan
                                        Realty Trust, Harbour Landing AP XI,
                                        L.P., and Coastal Abstract Service, Inc.

         10.14                          Blanket Conveyance, Bill of Sale and 
                                        Assignment between Harbour Landing AP
                                        XI, L.P., and New Plan Realty Trust.

         10.15                          Non-warranty deed between Harbour 
                                        Landing AP XI, L.P., and New Plan Realty
                                        Trust.

         10.16                          Assignment and Assumption of Leases 
                                        dated September 5, 1995, between Harbour
                                        Landing, AP XI, L.P., and New Plan
                                        Realty Trust.