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                       Securities and Exchange Commission
                             Washington, D.C. 20547

                                 SCHEDULE 14D-9

                   SOLICITATION/RECOMMENDATION STATEMENT UNDER
             SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
                               (Amendment No. __)

                               Angeles Partners XI
- --------------------------------------------------------------------------------
                            (Name of Subject Company)

                               Angeles Partners XI
- --------------------------------------------------------------------------------
                       (Name of Persons Filing Statement)

                            Limited Partnership Units
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                      None
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                      (CUSIP Number of Class of Securities)

                                 Patrick J. Foye
                            Executive Vice President
                   Apartment Investment and Management Company
                           Colorado Center, Tower Two
                   2000 South Colorado Boulevard, Suite 2-1000
                             Denver, Colorado 80222
                                 (303) 757-8101
- --------------------------------------------------------------------------------
 (Name, address, and telephone numbers of person authorized to receive notices
         and communications on behalf of the persons filing statement)

                                   Copies to:
                                Gregory M. Chait
                               Katherine M. Koops
                     Powell, Goldstein, Frazer & Murphy LLP
                           191 Peachtree Street, N.E.
                                 Sixteenth Floor
                             Atlanta, Georgia 30303
                                 (404) 572-6600

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.


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         The information in the Offer to Purchase of AIMCO Properties, L.P.
dated February 9, 2001 (the "Offer") and Letter to Limited Partners dated
February 9, 2001 is incorporated herein by reference in answer to all of the
Items of this Schedule 14D-9 except as otherwise set forth below:

Item 2.  Identity and Background of Filing Person.

         This Schedule 14D-9 is being filed by Angeles Partners XI, a California
limited partnership (the "Partnership"). The Partnership's business address is
Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, Denver,
Colorado 80222, and its telephone number is (303) 757-8101. Limited partnership
units of the Partnership are the subject of the tender offer.

Item 9.  Exhibits.

         (a)      Offer to Purchase of AIMCO Properties, L.P. (Exhibit 1 to
                  Schedule TO of AIMCO Properties, L.P. dated February 9, 2001,
                  is incorporated herein by reference.)

         (b)      Letter to Limited Partners dated February 9, 2001 (Exhibit 4
                  to Schedule TO of AIMCO Properties, L.P. dated February 9,
                  2001, is incorporated herein by reference.)


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                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: February 9, 2001


                                            ANGELES PARTNERS XI, a California
                                            limited partnership

                                            By:     ANGELES REALTY CORPORATION
                                                    Its Managing General Partner

                                            By:     /s/ Patrick J. Foye
                                                    ----------------------------
                                                    Patrick J. Foye
                                                    Executive Vice President


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                               INDEX TO EXHIBITS



EXHIBIT
NUMBER                   DESCRIPTION
- -------                  -----------
                      

   (a)                   Offer to Purchase of AIMCO Properties, L.P. (Exhibit 1
                         to Schedule TO of AIMCO Properties, L.P. dated February
                         9, 2001, is incorporated herein by reference.)

   (b)                   Letter to Limited Partners dated February 9, 2001
                         (Exhibit 4 to Schedule TO of AIMCO Properties, L.P.
                         dated February 9, 2001, is incorporated herein by
                         reference.)