SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO/A

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)
(Final Amendment)

Angeles Partners XI

(Name of Subject Company (Issuer))

AIMCO Properties, L.P.
Apartment Investment and Management Company
AIMCO-GP, Inc.
Angeles Realty Corporation II

(Names of Filing Persons (Offerors))

Limited Partnership Units

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

Martha L. Long
Apartment Investment and Management Company
55 Beattie Place
PO Box 1089
Greenville, South Carolina 29602
(864) 239-1000

(Name, Address, and Telephone Numbers of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:
Jonathan L. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee
$7,487,044	$229.85

* For purposes of calculating the fee only. This amount assumes the purchase of 4,358 units of limited partnership interest of the subject partnership for $1,718.00 per unit. Based on the current fee rate of $30.70 per million, the fee is $229.85.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$229.85	Filing Party:	AIMCO Properties, L.P.
Form or Registration No.:	Schedule TO	Date Filed:	August 28, 2007

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1

o issuer tender offer subject to Rule 13e-4

o going-private transaction subject to Rule 13e-3

o amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: þ

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TABLE OF CONTENTS

	ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
	ITEM 12. EXHIBITS
SIGNATURE

AMENDMENT NO. 2 TO SCHEDULE TO/A

     This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO initially filed on August 28, 2007 (the “Schedule TO”) relating to the offer by AIMCO Properties, L.P., a Delaware limited partnership, to purchase units of limited partnership interest (“Units”) of Angeles Partners XI, a California limited partnership (the “Partnership”), at a price of $1,718.00 per unit in cash, subject to the conditions set forth in the Offer to Purchase dated August 28, 2007 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as each may be supplemented or amended from time to time, the “Offer”). The information in Exhibits (a)(1) and (a)(2) are incorporated by reference in response to Items 1-11 of this Schedule TO. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. Unless defined herein, capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Offer to Purchase.

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ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     Item 8 is hereby supplemented by the addition of the following information:

     At midnight, New York City time, on October 10, 2007, the Offer expired pursuant to its terms. A total of 2,748 Units, representing approximately 6.93% of the outstanding Units, were validly tendered and not properly withdrawn pursuant to the Offer. AIMCO Properties, L.P. has accepted for payment all of those Units.

ITEM 12. EXHIBITS.

(a)(1)	Offer to Purchase dated August 28, 2007 (previously filed).
(a)(2)	Letter of Transmittal and related Instructions (previously filed).
(a)(3)	Letter dated August 28, 2007 from Aimco OP to the Limited Partners of Angeles Partners XI (previously filed).
(a)(4)	Letter dated September 25, 2007 from Aimco OP to the Limited Partners of Angeles Partners XI (previously filed).
(b)(1)	Amended and Restated Secured Credit Agreement, dated as of November 2, 2004, by and among AIMCO, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A., Keybank National Association, and the Lenders listed therein (Exhibit 4.1 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, is incorporated herein by reference).
(b)(2)	First Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of June 16, 2005, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers, and Bank of America, N.A., Keybank National Association, and the lenders listed therein (Exhibit 10.1 to AIMCO’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2005, is incorporated herein by reference).
(b)(3)	Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of March 22, 2006, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the borrowers, and Bank of America, N.A., Keybank National Association, and the lenders listed therein (Exhibit 10.1 to AIMCO’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2006, is incorporated herein by reference).
(c)(1)	Appraisal of Fox Run Apartments, effective as of January 19, 2007, prepared by KTR Valuation & Consulting Services, LLC (previously filed).

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(d)	Not applicable.
(g)	None.
(h)	None.

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SIGNATURE

     After due inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

Date: October 12, 2007

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President
AIMCO-GP, INC.
By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President
AIMCO PROPERTIES, L.P.
By:	AIMCO-GP, INC.
	Its General Partner

By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President

ANGELES REALTY CORPORATION II
By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President

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