SC 13D/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 27)*

Angeles Partners XI

(Name of Issuer)

Limited Partnership Units

(Title of Class of Securities)

None

(CUSIP Number)

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 Number of Person Authorized to Receive Notices and Communications)
with a copy to:

Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 S. Grand Ave., Suite 3400
Los Angeles, CA 90071
(213) 687-5000

October 10, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

TABLE OF CONTENTS

	Item 3. Source and Amount of Funds and Other Consideration
	Item 5. Interest in Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURE
Joint Filing Agreement

CUSIP No. NONE 

1	NAMES OF REPORTING PERSONS: AIMCO Properties, L.P.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	84-1275721
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			31,199 Units
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER:
			31,199 Units
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	31,199 Units
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	78.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

2

CUSIP No. NONE 

1	NAMES OF REPORTING PERSONS: AIMCO –GP, INC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			31,199 Units
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER:
			31,199 Units
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	31,199 Units
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	78.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	CO

3

CUSIP No. NONE

1	NAMES OF REPORTING PERSONS: Apartment Investment and Management Company
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	84-1259577
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Maryland
		7	SOLE VOTING POWER:
NUMBER OF
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			31,199 Units
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER:
			31,199 Units
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	31,199 Units
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	78.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	CO

4

CUSIP No. NONE

1	NAMES OF REPORTING PERSONS: AIMCO IPLP, L.P.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			8,862 Units
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER:
			8,862 Units
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	8,862 Units
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	22.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

5

CUSIP No.

1	NAMES OF REPORTING PERSONS: AIMCO/IPT, INC.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			8,862 Units
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER:
			8,862 Units
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	8,862 Units
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	22.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	CO

6

CUSIP No. NONE

1	NAMES OF REPORTING PERSONS: Cooper River Properties, L.L.C.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			8,782 Units
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER:
			8,782 Units
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	8,782 Units
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	22.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	OO

7

     This Amendment No. 27 (this “Amendment”) amends the Statement on Schedule 13D (as amended, the “Statement”) previously filed with the Securities and Exchange Commission by AIMCO Properties, L.P. (“Aimco Properties”), AIMCO-GP, Inc., Apartment Investment and Management Company, AIMCO IPLP, L.P., AIMCO/IPT, Inc. and Cooper River Properties, L.L.C.

Item 3. Source and Amount of Funds and Other Consideration.

     Item 3 is hereby supplemented by the addition of the following information:

     This Amendment is being filed after the conclusion of the tender offer by Aimco Properties to purchase outstanding units of limited partnership interest (“Units”) in Angeles Partners XI, a California limited partnership (the “Partnership”), at a price of $1,718.00 in cash per Unit, subject to the conditions set forth in the Offer to Purchase, dated August 28, 2007, and in the related Letter of Transmittal (together, as each may be supplemented or amended from time to time, the “Offer”).

     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 has accepted for payment all of those Units. The Units were purchased with cash on hand.

8

Item 5. Interest in Securities of the Issuer.

     Item 5 is hereby amended and restated in its entirety as follows:

     (a) - (b): The information in lines 7 through 11 and 13 of each Reporting Person’s cover page in this Amendment is incorporated herein by reference.

     (c): Not applicable.

     (d): No other person is known to have the right to receive or the power to direct the receipt of distributions from, or any proceeds from the sale of, the Units beneficially owned by the Reporting Persons.

     (e): Not applicable.

Item 7. Material to be Filed as Exhibits.

Exhibit (a) Joint Filing Agreement, dated October 12, 2007 (filed herewith).

9

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: October 12, 2007

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

10

ANNEX I

OFFICERS AND DIRECTORS

Executive Officers

     The names and positions of the executive officers of Apartment Investment and Management Company (“Aimco”) and AIMCO-GP, Inc. (“Aimco-GP”) are set forth below. All of the executive officers of Aimco also serve as executive officers of Aimco-GP. Unless otherwise indicated, the business address of each executive officer is Aimco’s business address: 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237. Each executive officer is a citizen of the United States of America.

Name & Business Address	Present Principal Occupation or Employment
Terry Considine	Chairman of the Board, Chief Executive Officer and President of Aimco
Jeffrey W. Adler	Executive Vice President — Conventional Property Operations of Aimco
Harry G. Alcock	Executive Vice President and Chief Investment Officer of Aimco
Timothy J. Beaudin	Executive Vice President and Chief Development Officer of Aimco
Miles Cortez	Executive Vice President, General Counsel and Secretary of Aimco
Patti K. Fielding	Executive Vice President — Securities and Debt, and Treasurer of Aimco
Lance J. Graber	Executive Vice President — Aimco Capital Transactions, East, of Aimco
Thomas M. Herzog	Executive Vice President and Chief Financial Officer of Aimco
James G. Purvis	Executive Vice President — Human Resources of Aimco
David Robertson	Executive Vice President, President and Chief Executive Officer – Aimco Capital of Aimco
Robert Y. Walker, IV	Executive Vice President and Conventional Operations Chief Financial Officer of Aimco
Scott W. Fordham	Senior Vice President and Chief Accounting Officer of Aimco
Martha L. Long 55 Beattie Place P.O. Box 1089 Greenville, SC 29602	Senior Vice President – Partnership Transactions of Aimco

     Directors

     The name, business address and present principal occupation or employment of each of the directors of Aimco are set forth below. The directors of Aimco-GP are Terry Considine and Thomas M. Herzog. Information relating to Mr. Herzog is set forth above. Unless otherwise indicated, the business address of each director is also the address of the entity where the director conducts his principal occupation or employment. Each director is a citizen of the United States of America.

Name & Business Address	Present Principal Occupation or Employment
Terry Considine 4582 South Ulster Parkway, Suite 1100 Denver, Colorado 80237	Chairman of the Board, Chief Executive Officer and President of Aimco

11

Name & Business Address	Present Principal Occupation or Employment
James N. Bailey	Senior Managing Director and Treasurer of Cambridge Associates, LLC, an investment consulting firm
1 Winthrop Square, Suite 500 Boston, MA 02110
Richard S. Ellwood 12 Auldwood Lane Rumson, NJ 07660	Retired
Thomas L. Keltner 4582 South Ulster Parkway, Suite 1100 Denver, Colorado 80237	Executive Vice President and Chief Executive Officer — Americas and Global Brands for Hilton Hotels Corporation
J. Landis Martin 199 Broadway Suite 4300 Denver, CO 80202	Founder of Platte River Ventures LLC, a private equity firm
Robert A. Miller 4582 South Ulster Parkway, Suite 1100 Denver, Colorado 80237	President of Marriot Leisure
Thomas L. Rhodes 215 Lexington Avenue 4th Floor New York, NY 10016	Chairman and President of National Review magazine
Michael A. Stein 22021 20th Avenue SE Bothell, WA 98021	Senior Vice President and Chief Financial Officer of ICOS Corporation, a biotechnology company

12

EX-99.A

Exhibit (a)

JOINT FILING AGREEMENT

     The undersigned hereby agree that Amendment No. 27 to the Statement on Schedule 13D relating to units of limited partnership interest in Angeles Partners XI, filed by the undersigned, and all further amendments to such Statement on Schedule 13D, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: October 12, 2007

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

13