##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].

For the fiscal year ended December 31, 2001

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]

For the transition period from __________ to __________ .
Commission file number 0-19770

IEA INCOME FUND XI, L.P.

(Exact name of registrant as specified in its charter)


|                                                                          |  |                                                
|------------------------------------------------------------------------- |  | -----------------------------------------------
|California
(State or other jurisdiction of
incorporation or organization) |  | 94-3122430
(I.R.S. Employer Identification No.)

One Front Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices)              (Zip Code)

Registrants telephone number, including area code (415) 677-8990

Securities registered pursuant to Section 12(b) of the Act:

|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on
which registered
|                    |  |                                          
|Not Applicable      |  |                                          

Securities registered pursuant to Section 12(g) of the Act:

UNITS OF LIMITED PARTNERSHIP INTERESTS

---

(Title of Class)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X ]. No [   ] .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

The aggregate market value of the voting stock held by non-affiliates of the
registrant is not applicable.

Documents incorporated by Reference

Part I

|                  |  |                                                                                                                                      
|----------------- |  | -------------------------------------------------------------------------------------------------------------------------------------
|Item 1  Business |  | Prospectus of IEA Income Fund XI, L.P., dated December 14,
1990 included as part of Registration Statement on Form S-1 (No. 33-36701)





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TABLE OF CONTENTS



|                               |                                                                                               |                                 |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | Item 1. Business                                                                             
|                               | Item 2. Properties                                                                           
|                               | Item 3. Legal Proceedings                                                                    
|                               | Item 4. Submission of Matters to a Vote of Security Holders                                  
|PART II                       
|                               | Item 5. Market for Registrants Common Equity and Related Stockholder Matters                
|                               | Item 6. Selected Financial Data                                                              
|                               | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                               | Item 7A. Quantitative and Qualitative Disclosures About Market Risk                          
|                               | Item 8. Financial Statements and Supplementary Data                                          
|                               |                                                                                               | Balance Sheets                 
|                               |                                                                                               | Statements of Operations       
|                               |                                                                                               | Statements of Partners Capital
|                               |                                                                                               | Statements of Cash Flows       
|                               |                                                                                               | Notes to Financial Statements  
|                               | Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 
|PART III                      
|                               | Item 10. Directors and Executive Officers of the Registrant                                  
|                               | Item 11. Executive Compensation                                                              
|                               | Item 12. Security Ownership of Certain Beneficial Owners and Management                      
|                               | Item 13. Certain Relationships and Related Transactions                                      
|PART IV                       
|                               | Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K                     
|SIGNATURES                    
|Exhibit Index                 



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##### Table of Contents






PART I  FINANCIAL INFORMATION




Item 1. Business



| | (a) |  | General Development of Business
| | --- |  | -------------------------------

The Registrant is a limited partnership organized under the laws of the
State of California on July 30, 1990, for the purpose of owning and leasing
marine cargo containers, special purpose containers and container related
equipment to unaffiliated third-party lessees. The Registrant was initially
capitalized with $100, and commenced offering its limited partnership interests
to the public subsequent to December 14, 1990, pursuant to its Registration
Statement on Form S-1 (File No. 33-36701). The offering terminated on November
30, 1991.

The Registrant raised $39,996,240 in subscription proceeds. The following
table sets forth the use of said subscription proceeds:

|                                     |                                    |   |            |           |                |  |               |      |  
|------------------------------------ | ---------------------------------- | - | ---------- | --------- | -------------- |  | ------------- | ---- | -
|                                     |                                    |   |            |           |                |  | Percentage of
|                                     |                                    |   | Amount     |           | Gross Proceeds
|                                     |                                    |   |            |           |               
|Gross Subscription Proceeds          |                                    | $ | 39,996,240 |           |                |  | 100.0         | %   
|Public Offering Expenses:            |                                    |   |            |           |                |  |               |     
|                                     | Underwriting Commissions           |   | $          | 3,999,634 |                |  |               | 10.0 | %
|                                     | Offering and Organization Expenses |   | $          | 703,234   |                |  |               | 1.7  | %
|                                     |                                    |   |            |           |                |  |               |     
|                                     | Total Public Offering Expenses     |   | $          | 4,702,868 |                |  |               | 11.7 | %
|                                     |                                    |   |            |           |                |  |               |     
|Net Proceeds                         |                                    | $ | 35,293,372 |           |                |  | 88.3          | %   
|Acquisition Fees                     |                                    | $ | 345,466    |           |                |  | 0.9           | %   
|Working Capital Reserve              |                                    | $ | 401,330    |           |                |  | 1.0           | %   
|                                     |                                    |   |            |           |                |  |               |     
|Gross Proceeds Invested in Equipment |                                    | $ | 34,546,576 |           |                |  | 86.4          | %   
|                                     |                                    |   |            |           |                |  |               |     

The general partner of the Registrant is Cronos Capital Corp. (CCC), a
wholly-owned subsidiary of Cronos Holdings/Investments (U.S.), Inc., a Delaware
corporation. These and other affiliated companies are ultimately wholly-owned
by The Cronos Group, a holding company registered in Luxembourg (the Parent
Company) and are collectively referred to as the Group. The activities of
the container division of the Group are managed through the Groups subsidiary
in the United Kingdom, Cronos Containers Limited (the Leasing Company). The
Leasing Company manages the leasing operations of all equipment owned by the
Group on its behalf or managed on behalf of third-party container owners,
including all other programs organized by CCC.

For a discussion of recent developments in the Registrants business, see
Item 7, Managements Discussion and Analysis of Financial Condition and Result
of Operations.

For information concerning the containers acquired by the Registrant, see
Item 2, Properties.

2



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| | (b) |  | Financial Information About Segments
| | --- |  | ------------------------------------

An operating segment is a component of an enterprise that engages in
business activities from which it may earn revenues and incur expenses, whose
operating results are regularly reviewed by the enterprises chief operating
decision maker to make decisions about resources to be allocated to the segment
and assess its performance, and about which separate financial information is
available. The Leasing Companys management operates the Registrants
container fleet as a homogenous unit and has determined that as such it has a
single reportable operating segment.

The Registrant derives revenues from dry cargo containers and refrigerated
containers. As of December 31, 2001, the Registrant operated 3,633
twenty-foot, 2,043 forty-foot and 134 forty-foot high-cube marine dry cargo
containers, as well as 96 twenty-foot and 42 forty-foot marine refrigerated
cargo containers. A summary of gross lease revenue earned by the Leasing
Company, on behalf of the Registrant, by product, for the years ended December
31, 2001, 2000 and 1999 follows:

|                        |  |      |           |      |  |      |           |  |  |   |           | 
|----------------------- |  | ---- | --------- | ---- |  | ---- | --------- |  |  | - | --------- | 
|                        |  | 2001 |           | 2000 |  | 1999
|                        |  |      |           |      |  |     
|Dry cargo containers    |  | $    | 2,235,041 |      |  | $    | 3,340,744 |  |  | $ | 3,503,473 | 
|Refrigerated containers |  |      | 259,923   |      |  |      | 319,192   |  |  |   | 338,561   | 
|                        |  |      |           |      |  |      |           |  |  |   |           | 
|Total                   |  | $    | 2,494,964 |      |  | $    | 3,659,936 |  |  | $ | 3,842,034 | 
|                        |  |      |           |      |  |      |           |  |  |   |           | 

Due to the Registrants lack of information regarding the physical
location of its fleet of containers when on lease in the global shipping trade,
it is impracticable to provide the geographic area information. Any attempt to
separate foreign operations from domestic operations would be dependent on
definitions and assumptions that are so subjective as to render the information
meaningless and potentially misleading.

For the year ended December 31, 2001, one sub-lessee of the Leasing
Company contributed approximately 11% or $427,047 of the Leasing Companys
rental revenue earned on behalf of the Registrant. During 2000 and 1999 no
single sub-lessee of the Leasing Company contributed more than 10% of the
Leasing Companys rental revenue earned on behalf of the Registrant.



| | (c) |  | Narrative Description of Business
| | --- |  | ---------------------------------

(c)(1)(i) A marine cargo container is a reusable metal container designed
for the efficient carriage of cargo with a minimum of exposure to loss from
damage or theft. Containers are manufactured to conform to worldwide standards
of container dimensions and container ship fittings adopted by the
International Standards Organization (ISO) in 1968. The standard container
is either 20' long x 8' wide x 8'6" high (one twenty-foot equivalent unit
(TEU), the standard unit of physical measurement in the container industry)
or 40' long x 8' wide x 8'6" high (two TEU). Standardization of the
construction, maintenance and handling of containers allows containers to be
picked up, dropped off, stored and repaired efficiently throughout the world.
This standardization is the foundation on which the container industry has
developed.

Standard dry cargo containers are rectangular boxes with no moving parts,
other than doors, and are typically made of steel or aluminum. They are
constructed to carry a wide variety of cargoes ranging from heavy industrial
raw materials to light-weight finished goods. Specialized containers include,
among others, refrigerated containers for the transport of
temperature-sensitive goods, tank containers for the carriage of liquid cargo
and cellular palletwide containers (CPCs) with extra width for unitized or
palletized cargoes. Dry cargo containers currently constitute approximately
87% (in TEU) of the worldwide container fleet. Refrigerated and tank
containers currently constitute approximately 7% (in TEU) of the worldwide
container fleet, with CPCs and other specialized containers constituting the
remaining 6%.

One of the primary benefits of containerization has been the ability of
the shipping industry to effectively lower freight rates due to the
efficiencies created by standardized intermodal containers. Containers can be
handled much more efficiently than loose cargo and are typically shipped via
several modes of transportation, including truck, railway and ship. Containers
require loading and unloading only once and remain sealed until arrival at the
final destination, significantly reducing transport time, labor and handling
costs and losses due to damage and theft. Efficient movement of containerized
cargo between ship and shore reduces the amount of time that a ship must spend
in port and reduces the transit time of freight moves.

The logistical advantages and reduced freight rates brought about by
containerization have been major catalysts for world trade growth since the
late 1960s , resulting in increased demand for marine cargo containers. The
worlds container fleet has grown from an estimated 270,000 TEU in 1969 to
approximately 16 million TEU by the end of 2001.

3



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The container leasing business is cyclical, and depends largely upon the
rate of growth in the volume of world trade. The container leasing industry
has experienced cyclical downturns during the last sixteen years.

Benefits of Leasing

Leasing companies own approximately 47% of the worlds container fleet
with the balance owned predominantly by shipping lines. Shipping lines, which
traditionally operate on tight profit margins, often supplement their owned
fleet of containers by leasing a portion of their equipment from container
leasing companies and, in doing so, achieve the following financial and
operational benefits:



| |  |  | Leasing allows the shipping lines to utilize the equipment they need
without having to make large capital expenditures;                                                       
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Leasing offers a shipping line an alternative source of financing in a
traditionally capital-intensive industry;                                                              
|
| |  |  | Leasing enables shipping lines to expand their routes and market shares at
a relatively inexpensive cost without making a permanent commitment to
support their new structure;
|
| |  |  | Leasing allows shipping lines to respond to changing seasonal and trade
route demands, thereby optimizing their capital investment and storage
costs.                         

Types of Leases

The Registrants containers are leased primarily to shipping lines
operating in major trade routes (see Item 1(d)). Most if not all of the
Registrants marine dry cargo containers are leased pursuant to operating
leases, primarily master leases, whereby the containers are leased to the ocean
carrier on a daily basis for any desired length of time, with the flexibility
of picking up and dropping off containers at various agreed upon locations
around the world. Some of the Registrants containers may be leased pursuant
to term leases, which may have durations of one to five years. The
Registrants specialized containers are generally leased on longer-term leases
because the higher cost, value and complexity of this equipment makes it more
expensive to redeliver and lease out.



| |  |  | Master lease.Master leases are short-term leases under which a customer
reserves the right to lease a certain number of containers, as needed,
under a general agreement between the lessor and the lessee. Such leases
provide customers with greater flexibility by allowing customers to pick up
and drop off containers where and when needed, subject to restrictions and
availability, on pre-agreed terms. The commercial terms of master leases
are usually negotiated annually. Master leases also define the number of
containers that may be returned within each calendar month, the return
locations and applicable drop-off charges. Due to the increased
flexibility they offer, master leases usually command higher per-diem rates
and generate more ancillary fees (including pick-up, drop-off, handling and
off-hire fees) than term leases. Master lease agreements have a duration
of less than one year and include one-way, repositioning and round-trip
leases. Ocean carriers generally use one-way leases to manage trade
imbalances (where more containerized cargo moves in one direction than
another) by picking up a container in one port and dropping it off at
another location after one or more legs of a voyage.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Term lease.Term leases are for a fixed period of time and include both
long and short-term commitments, with most extending from three to five
years. Term lease agreements may contain early termination penalties that
apply in the event of early redelivery. In most cases, however, equipment
is not returned prior to the expiration of the lease. Term leases provide
greater revenue stability to the lessor, but at lower per-diem rates than
master leases. Ocean carriers use long-term leases when they have a need
for identified containers for a specified term. They differ from master
leases in that they define the number of containers to be leased and the
lease term.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

4



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The terms and conditions of the Leasing Companys leases provide that
customers are responsible for paying all taxes and service charges arising from
container use, maintaining the containers in good and safe operating condition
while on lease and paying for repairs, excluding ordinary wear and tear, upon
redelivery. Some leases provide for a damage protection plan whereby
lessees, for an additional payment (which may be in the form of a higher
per-diem rate), are relieved of the responsibility of paying some of the repair
costs upon redelivery of the containers. The Leasing Company has historically
provided this service on a limited basis to selected customers. Repairs
provided under such plans are carried out by the same depots, under the same
procedures, as are repairs to containers not covered by such plans. Customers
also are required to insure leased containers against physical damage and loss,
and against third party liability for loss, damage, bodily injury or death.

The percentage of equipment on term leases as compared to master leases
varies widely among leasing companies, depending upon each companys strategy
or margins, operating costs and cash flows.

Lease rates depend on several factors including the type of lease, length
of term, maintenance provided, type and age of the equipment, location and
availability, and market conditions.

Customers

The Registrant is not dependent upon any particular customer or group of
customers of the Leasing Company. Only one of those customers account for more
than 10% of the Registrants revenue, contributing approximately 11% or
$427,047 of the rental billings in 2001. Substantially all of the customers of
the Leasing Company are billed and pay in United States dollars.

The Leasing Company sets maximum credit limits for the Registrants
customers, limiting the number of containers leased to each according to
established credit criteria. The Leasing Company continually tracks its credit
exposure to each customer. The Leasing Companys credit committee meets
quarterly to analyze the performance of the Registrants customers and to
recommend actions to be taken in order to minimize credit risks. The Leasing
Company uses specialist third party credit information services and reports
prepared by local staff to assess credit applications.

The Registrant may be subject to unexpected loss in rental revenue from
lessees of its containers that default under their container lease agreements
with the Leasing Company. The Registrant and Leasing Company maintain
insurance against loss or damage to the containers, loss of lease revenue in
certain cases and costs of container recovery and repair in the event that a
customer declares bankruptcy.

Fleet Profile

The Registrant acquired high-quality dry cargo containers manufactured to
specifications that exceed ISO standards and are designed to minimize repair
and operating costs.

Dry cargo containers are the most commonly used type of container in the
shipping industry. The Registrants dry cargo container fleet is constructed
of all Corten steel (i.e., Corten roofs, walls, doors and undercarriage), which
is a high-tensile steel yielding greater damage and corrosion resistance than
mild steel.

Refrigerated containers are used to transport temperature-sensitive
products, such as meat, fruit, vegetables and photographic film. All of the
Registrants refrigerated containers have high-grade stainless steel interiors.
The majority of the Registrants 20-foot refrigerated containers have
high-grade stainless steel walls, while most of the Registrants 40-foot
refrigerated containers are steel framed with aluminum outer walls to reduce
weight. As with the dry cargo containers, all refrigerated containers are
designed to minimize repair and maintenance and maximize damage resistance.

The Registrant purchased its dry cargo containers from manufacturers in
Korea and Taiwan as part of a policy of sourcing container production in
locations where it can meet customer demands most effectively.

The Registrants refrigerated containers were purchased mainly from Korean
manufacturers. The majority of its refrigeration units were purchased from
Carrier Transicold, one of the primary container refrigeration unit suppliers
in the United States.

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As of December 31, 2001, the Registrant owned 3,633 twenty-foot, 2,043
forty-foot, 134 forty-foot high-cube marine dry cargo containers and 96
twenty-foot and 42 forty-foot refrigerated cargo containers. The following
table sets forth the number of containers on lease, by container type and lease
type as of December 31, 2001:

|                                        |               |                |  |                     |       | 
|--------------------------------------- | ------------- | -------------- |  | ------------------- | ----- | 
|                                        |               |                |  | Number of          
|                                        |               |                |  | Containers on Lease
|                                        |               |                |  |                    
|20-Foot Dry Cargo Containers:           |               |                |  |                    
|                                        | Term Leases   |                |  | 1,562               |      
|                                        | Master Leases |                |  | 1,280               |      
|                                        |               |                |  |                    
|                                        |               | Total on Lease |  |                     | 2,842 | 
|                                        |               |                |  |                    
|40-Foot Dry Cargo Containers:           |               |                |  |                    
|                                        | Term Leases   |                |  | 853                 |      
|                                        | Master Leases |                |  | 475                 |      
|                                        |               |                |  |                    
|                                        |               | Total on Lease |  |                     | 1,328 | 
|                                        |               |                |  |                    
|40-Foot High-Cube Dry Cargo Containers: |               |                |  |                    
|                                        | Term Leases   |                |  | 21                  |      
|                                        | Master Leases |                |  | 60                  |      
|                                        |               |                |  |                    
|                                        |               | Total on Lease |  |                     | 81    | 
|                                        |               |                |  |                    
|20-Foot Refrigerated Cargo Containers:  |               |                |  |                    
|                                        | Term Leases   |                |  | 20                  |      
|                                        | Master Leases |                |  | 42                  |      
|                                        |               |                |  |                    
|                                        |               | Total on Lease |  |                     | 62    | 
|                                        |               |                |  |                    
|40-Foot Refrigerated Cargo Containers:  |               |                |  |                    
|                                        | Term Leases   |                |  | 3                   |      
|                                        | Master Leases |                |  | 8                   |      
|                                        |               |                |  |                    
|                                        |               | Total on Lease |  |                     | 11    | 
|                                        |               |                |  |                    

The Leasing Company makes payments to the Registrant based upon rentals
collected from ocean carriers after deducting certain operating expenses
associated with the containers, such as the base management fee payable to the
Leasing Company, certain expense reimbursements payable to CCC and the Leasing
Company, the costs of maintenance and repairs not performed by lessees,
independent agent fees and expenses, depot expenses for handling, inspection
and storage, and additional insurance.

Repair and Maintenance

All containers are inspected and repaired when redelivered by a customer,
and customers are obligated to pay for all damage repair, excluding wear and
tear, according to standardized industry guidelines. Depots in major port
areas perform repair and maintenance that is verified by independent surveyors
or the Leasing Companys technical and operations staff. Before any repair or
refurbishment is authorized on older containers in the Registrants fleet, the
Leasing Companys technical and operations staff reviews the age, condition and
type of container, and its suitability for continued leasing. The Leasing
Company compares the cost of such repair or refurbishment with the prevailing
market resale price that might be obtained for that container and makes the
appropriate decision whether to repair or sell the container. The Leasing
Company is authorized to make this decision on behalf of the Registrant and
makes these decisions by applying the same standards to the Registrants
containers as to its own containers.

6



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Market for Used Containers

The Leasing Company estimates that the period for which a dry cargo or
refrigerated container may be used as a leased marine cargo container ranges
from 12 to 15 years. On behalf of the Registrant, the Leasing Company disposes
of used containers in a worldwide market in which buyers include wholesalers,
mini-storage operations, construction companies and others. Although a used
refrigerated container will command a higher price than a used dry cargo
container, a dry cargo container will achieve a higher percentage of its
original price. As the Registrants fleet ages, a larger proportion of its
revenue will be derived from selling its containers.

Operations

The Registrants container leasing and marketing operations are conducted
through the Leasing Company in the United Kingdom, with support provided by
area offices and dedicated agents located in San Francisco, California; Iselin,
New Jersey; Antwerp; Genoa; Gothenburg, Sweden; Singapore; Hong Kong; Sydney;
Tokyo; Taipei; Seoul; Rio de Janeiro; Shanghai and Madras, India.

The Leasing Company also maintains agency relationships with over 20
independent agents around the world, who are generally paid commissions based
upon the amount of revenues they generate in the region or the number of
containers that are leased from their area. The agents are located in
jurisdictions where the volume of the Leasing Companys business necessitates a
presence in the area but is not sufficient to justify a fully-functioning
Leasing Company office or dedicated agent. Agents provide marketing support to
the area offices covering the region, together with limited operational
support.

In addition, the Leasing Company relies on the services of over 300
independently-owned and operated depots around the world to inspect, repair,
maintain and store containers while off-hire. The Leasing Companys area
offices authorize all container movements into and out of the depot and
supervise all repair and maintenance performed by the depot. The Leasing
Companys technical staff sets the standards for repair of its owned and
managed fleet throughout the world and monitors the quality of depot repair
work. The depots provide a vital link to the Leasing Companys operations, as
the redelivery of a container into a depot is the point at which the container
is off-hired from one customer and repaired in preparation for re-leasing to
the next.

The Leasing Companys global network is integrated through its computer
system which provides 24-hour communication between offices, agents and depots.
The system allows the Leasing Company to manage and control the Registrants
fleet on a global basis, providing it with the responsiveness and flexibility
necessary to service the master lease market effectively. This system is an
integral part of the Leasing Companys service, as it processes information
received from the various offices, generates billings to the Leasing Companys
lessees and produces a wide range of reports on all aspects of the Leasing
Companys leasing activities. The system records the life history of each
container, including the length of time on and off lease and repair costs, as
well as port activity trends, leasing activity and equipment data per customer.
The operations and marketing data is fully interfaced with the finance and
accounting system to provide revenue, cost and asset information to management
and staff around the world.

Insurance

The Leasing Companys lease agreements typically require lessees to obtain
insurance to cover all risks of physical damage and loss of the equipment under
lease, as well as public liability and property damage insurance. However, the
precise nature and amount of the insurance carried by each ocean carrier varies
from lessee to lessee. In addition, the Registrant has purchased secondary
insurance effective in the event that a lessee fails to have adequate primary
coverage. This insurance covers liability arising out of bodily injury and/or
property damage as a result of the ownership and operation of the containers,
as well as insurance against loss or damage to the containers, loss of lease
revenues in certain cases and costs of container recovery and repair in the
event that a customer goes into bankruptcy. The Registrant believes that the
nature and the amounts of its insurance are customary in the container leasing
industry and subject to standard industry deductions and exclusions.

(c)(1)(ii) Inapplicable.

(c)(1)(iii) Inapplicable.

(c)(1)(iv) Inapplicable.

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(c)(1)(v) The Registrants containers are leased globally; therefore,
seasonal fluctuations are minimal. Other economic and business factors to
which the transportation industry in general and the container leasing industry
in particular are subject, include fluctuations in supply and demand for
equipment resulting from, among other things, obsolescence, changes in the
methods or economics of a particular mode of transportation or changes in
governmental regulations or safety standards.

(c)(1)(vi) The Registrant established an initial working capital reserve
of approximately 1% of subscription proceeds raised. In addition, the
Registrant may reserve additional amounts from anticipated cash distributions
to the partners to meet working capital requirements.

Amounts due under master leases are calculated at the end of each month
and billed approximately six to eight days thereafter. Amounts due under
short-term and long-term leases are set forth in the respective lease
agreements and are generally payable monthly. However, payment is normally
received within 45-100 days of billing. Past due penalties are not customarily
collected from lessees and, accordingly, are not generally levied by the
Leasing Company against lessees of the Registrants containers.

(c)(1)(vii) For the year ended December 31, 2001, one sub-lessee of the
Leasing Company accounted for approximately 11% or $427,047 of the Leasing
Companys rental revenue earned on behalf of the Registrant. The Registrant
does not believe that its ongoing business is dependent upon a single customer,
although the loss of one or more of its largest customers could have an adverse
effect upon its business.

(c)(1)(viii) Inapplicable.

(c)(1)(ix) Inapplicable.

(c)(1)(x) Competition among container leasing companies is based upon
several factors, including the location and availability of inventory, lease
rates, the type, quality and condition of the containers, the quality and
flexibility of the service offered and the confidence in and professional
relationship between the lessee and the lessor. Other factors include the
speed with which a leasing company can prepare its containers for lease and the
ease with which a lessee believes it can do business with a lessor or its local
area office. Not all container leasing companies compete in the same market,
as some supply only dry cargo containers and not specialized containers, while
others offer only long-term leases. The Leasing Company has historically
targeted three particular markets: the master lease dry cargo container market,
the refrigerated container market and the tank container market. In recent
years, however, the Leasing Company has expanded into other container products
and other types of leases.

The Leasing Company, on behalf of the Registrant, competes with various
container leasing companies in the markets in which it conducts business,
including Transamerica Leasing, GE Seaco, Triton Container International Ltd.,
Textainer Corp., and others. Mergers and acquisitions have been a feature of
the container leasing industry for over a decade and the leasing market is
essentially comprised of three distinct groups: the very large (in TEU terms)
market leaders, Transamerica Leasing and GE Seaco, who between them, with
fleets of around 1.1 million TEU each in mid-2001, control in excess of one
third of the total leased fleet; a substantial middle tier of companies
possessing fleets in the 185,000 to 950,000 TEU range; and the smaller more
specialized fleet operators. In recent years, several major leasing companies,
as well as numerous smaller ones, have been acquired by competitors. The
Leasing Company believes that the current trend toward consolidation in the
container leasing industry will continue, up to a point. There appears to be
an upper limit to the size of the optimum fleet, beyond which dis-economies of
scale and/or barriers against further market share development become apparent.
Furthermore, ocean carriers have a tendency to support a number of lessors
simultaneously in order to maximize competition and increase the number of
available locations for redelivery of containers. Economies of scale,
worldwide operations, diversity, size of fleet and financial strength are
increasingly important to the successful operation of a container leasing
business. Additionally, as containerization grows, and as regions such as
South America and the Indian sub-continent generate an increasing volume of
containerized cargo, customers may demand more flexibility from leasing
companies regarding per-diem rates, pick-up and drop-off locations, and the
availability of containers.

In recent years, the Leasing Company and other lessors have developed
certain internet-based applications. For the Leasing Company, these
applications allow customers access to make on-line product inquiries. The
Leasing Company is continuing to develop this side of its business and will
introduce other internet options in the future, as soon as suitable
applications are identified.

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Some of the Leasing Companys competitors with larger fleets have greater
financial resources than the Leasing Company and may be more capable of
offering lower per diem rates. In the Leasing Companys experience, however,
ocean carriers will generally lease containers from more than one leasing
company in order to minimize dependence on a single supplier. Furthermore, by
having as many suppliers as possible, the carrier is able to maximize the
number of off-hires and off-hire locations available, as typically each
supplier may limit the number of containers that can be off-hired by location.
The advantage to the carrier is that this prevents the carrier from being
burdened with an excess number of off-hired containers, which incur both
storage and per diem charges, in a low demand market.

(c)(1)(xi) Inapplicable.

(c)(1)(xii) Environmental Matters

Countries that are signatories to the Montreal Protocol on the environment
agreed in November 1992 to restrict the use of environmentally destructive
refrigerants, banning production (but not use) of refrigerant gases that are
chlorofluorocarbon compounds (CFCs) beginning in January 1996. CFCs are used
in the operation, insulation and manufacture of refrigerated containers. The
environmental impact of CFCs has become increasingly prominent. On January 1,
2001, it became illegal for environmentally-destructive refrigerants to be
handled, other than for disposal, in most member countries of the European
Union. In the second quarter of 2001, the Leasing Company conducted a review
of the Registrants refrigerated container equipment, which resulted in the
recording of impairment charges on those containers using a CFC refrigerant,
affecting both containers on and off-hire. The Leasing Company has implemented
a disposal program for the Registrants impaired, refrigerated containers.
This program has targeted the off-hire containers for immediate disposal.
Those that are currently on lease will be disposed of when redelivered and
off-hired by the lessee. These impaired, refrigerated containers may command
lower prices in the used container market.

In the past, the Leasing Company has retrofitted certain refrigerated
containers with non-CFC refrigerants. The Leasing Company has decided not to
retrofit any containers owned by the Registrant. In the unlikely event that
retrofitting expenses should be required, the Registrant believes they would
not be material to its results of operations.

(c)(1)(xiii) The Registrant, as a limited partnership, is managed by CCC,
the general partner, and accordingly does not itself have any employees. At
February 28, 2002, CCC had 12 employees, consisting of 3 officers, 5 other
managers and 4 clerical and staff personnel.



| | (d) |  | Financial Information About Geographic Areas
| | --- |  | --------------------------------------------

The Registrants business is not divided between foreign or domestic
operations. The Registrants business is the leasing of containers worldwide
to ocean carriers. To this extent, the Registrants operations are subject to
the fluctuations of world economic and political conditions. Such factors may
affect the pattern and levels of world trade.

The Registrant believes that the profitability of, and risks associated
with, leases to foreign customers is generally the same as those of leases to
domestic customers. The Leasing Companys leases generally require all
payments to be made in United States currency.

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Item 2. Properties

As of December 31, 2001, the Registrant owned 3,633 twenty-foot, 2,043
forty-foot and 134 forty-foot high-cube marine dry cargo containers, as well as
96 twenty-foot and 42 forty-foot refrigerated containers suitable for
transporting cargo by rail, sea or highway. The average age, manufacturers
invoice cost and estimated useful life of the Registrants containers as of
December 31, 2001 were as follows:

|                                       |  |             |  |             |  |              |        |  |  |  |  | 
|-------------------------------------- |  | ----------- |  | ----------- |  | ------------ | ------ |  |  |  |  | 
|                                       |  | Estimated   |  |             |  |              |        |  |  | 
|                                       |  | Useful Life |  | Average Age |  | Average Cost
|                                       |  |             |  |             |  |             
|20-Foot Dry Cargo Containers           |  | 12-15 years |  | 10 Years    |  | $            | 2,767  | 
|                                      
|40-Foot Dry Cargo Containers           |  | 12-15 years |  | 10 Years    |  | $            | 4,567  | 
|                                      
|40-Foot High-Cube Dry Cargo Containers |  | 12-15 years |  | 11 Years    |  | $            | 4,982  | 
|                                      
|20-Foot Refrigerated Cargo Containers  |  | 12-15 years |  | 11 Years    |  | $            | 16,520 | 
|                                      
|40-Foot Refrigerated Cargo Containers  |  | 12-15 years |  | 11 Years    |  | $            | 18,293 | 

Utilization by lessees of the Registrants containers fluctuates over time
depending on the supply of and demand for containers in the Registrants
inventory locations. During 2001, utilization of the Registrants containers
averaged 75% and 56% respectively, for the Registrants dry cargo and
refrigerated container fleet.

During 2001, the Registrant disposed of 1,082 twenty-foot, 496 forty-foot
and 26 forty-foot high-cube marine dry cargo containers, as well as 7
twenty-foot and 5 forty-foot refrigerated cargo containers at an average book
loss of $579 per container.

Previously, the Registrant embarked on a refrigerated reshell program,
whereby certain forty-foot refrigerated cargo containers considered to be no
longer suitable for leasing were converted to twenty-foot refrigerated
containers. The reshelling involved the removal of the existing machinery from
the forty-foot refrigerated containers and reassembling the machinery with new
twenty-foot refrigerated container shells. The reshell program expired at the
end of 2000.




Item 3. Legal Proceedings

None




Item 4. Submission of Matters to a Vote of Security Holders

Inapplicable.

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PART II




Item 5. Market for Registrants Common Equity and Related Stockholder Matters

(a)  Market Information

(a)(1)(i) The Registrants outstanding units of limited partnership
interests are not traded on any market nor does an established public trading
market exist for such purposes.

(a)(1)(ii) Inapplicable.

(a)(1)(iii) Inapplicable.

(a)(1)(iv) Inapplicable.

(a)(1)(v) Inapplicable.

(a)(2)      Inapplicable.

(b)           Holders

| |        |  |                                        |                         |  |       |                        |  | 
| | ------ |  | -------------------------------------- | ----------------------- |  | ----- | ---------------------- |  | 
| |        |  |                                        |                         |  |       | Number of Unit Holders
| | (b)(1) |  | Title of Class                         | as of December 31, 2001
|
| |        |  | Units of limited partnership interests |                         |  | 3,232 |                       

(c)  Dividends

Inapplicable. For the distributions made by the Registrant to its limited
partners, see Item 6, Selected Financial Data.

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Item 6. Selected Financial Data

|                                                            |  |                         |            |      |  |      |            |      |  |      |            |   |  |   |            |  |  |   |            | 
|----------------------------------------------------------- |  | ----------------------- | ---------- | ---- |  | ---- | ---------- | ---- |  | ---- | ---------- | - |  | - | ---------- |  |  | - | ---------- | 
|                                                            |  | Year Ended December 31,
|                                                            |  |                        
|                                                            |  | 2001                    |            | 2000 |  | 1999 |            | 1998 |  | 1997
|                                                            |  |                         |            |      |  |      |            |      |  |     
|Net lease revenue                                           |  | $                       | 1,627,441  |      |  | $    | 2,459,974  |      |  | $    | 2,105,544  |   |  | $ | 2,860,286  |  |  | $ | 3,106,508  | 
|Net income (loss)                                           |  | $                       | (1,312,231 | )    |  | $    | (169,883   | )    |  | $    | (133,300   | ) |  | $ | 655,187    |  |  | $ | 950,404    | 
|Net income (loss) per unit of
limited partnership interest  |  | $                       | (0.69      | )    |  | $    | (0.13      | )    |  | $    | (0.12      | ) |  | $ | 0.26       |  |  | $ | 0.40       | 
|Cash distributions per unit of
limited partnership interest |  | $                       | 1.78       |      |  | $    | 1.72       |      |  | $    | 1.43       |   |  | $ | 1.50       |  |  | $ | 1.61       | 
|At year-end:                                                |  |                         |            |      |  |      |            |      |  |      |            |   |  |   |            |  |  |   |            | 
|Total assets                                                |  | $                       | 10,225,430 |      |  | $    | 15,211,956 |      |  | $    | 19,013,837 |   |  | $ | 22,149,507 |  |  | $ | 24,650,329 | 
|Partners capital                                           |  | $                       | 10,225,430 |      |  | $    | 15,211,956 |      |  | $    | 18,938,837 |   |  | $ | 22,074,507 |  |  | $ | 24,575,329 | 




Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

During the Registrants first 10 years of operations, the Registrants
primary objective was to generate cash flow from operations for distribution to
its limited partners. Aside from the initial working capital reserve retained
from the gross subscription proceeds (equal to approximately 1% of such
proceeds), the Registrant relied primarily on container rental receipts to meet
this objective as well as to finance current operating needs. No credit lines
are maintained to finance working capital. Commencing in 2001, the
Registrants 11th year of operations, the Registrant began focusing its
attention on the disposition of its fleet in accordance with another of its
original investment objectives, realizing the residual value of its containers
after the expiration of their economic useful lives, estimated to be between 12
to 15 years after placement in leased service. During this period, the
Registrant began to actively dispose of its fleet, with cash proceeds from
equipment disposals, in addition to cash from operations, providing the cash
flow for distributions to the limited partners. The decision to dispose of
containers is influenced by various factors including age, condition,
suitability for continued leasing as well as the geographical location when
disposed.

Cash distributions from operations are allocated 5% to the general partner
and 95% to the limited partners. Distributions of sales proceeds are allocated
1% to the general partner and 99% to the limited partners. This sharing
arrangement will remain in place until the limited partners receive aggregate
distributions in an amount equal to their capital contributions plus a 10%
cumulative, compounded (daily), annual return on their adjusted capital
contributions. Thereafter, all distributions will be allocated 15% to the
general partner and 85% to the limited partners, pursuant to section 6.1(b) of
the Registrants Partnership Agreement. Cash distributions from operations to
the general partner in excess of 5% of distributable cash will be considered an
incentive fee and compensation to the general partner.

From inception through February 28, 2002, the Registrant has distributed
$35,522,952 in cash from operations and $3,807,971 in cash from container sales
proceeds to its limited partners. This represents total distributions of
$39,330,923 or approximately 98% of the limited partners original invested
capital. Distributions are paid monthly, based primarily on each quarters
cash flow from operations. Monthly distributions are also affected by periodic
increases or decreases to working capital reserves, as deemed appropriate by
the general partner. Sales proceeds distributed to its partners may fluctuate
in subsequent periods, reflecting the level of container disposals.

At December 31, 2001, the Registrant had $1,205,085 in cash and cash
equivalents, a decrease of $425,706 and $104,965, respectively, from the cash
balances at December 31, 2000 and December 31, 1999. The Registrant invests
its working capital, as well as cash flows from operations and the sale of
containers that have not yet been distributed to CCC or its limited partners in
money market funds.

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Cash from Operating Activities:Net cash provided by operating activities
was $1,724,170 and $2,569,553 during 2001 and 2000, respectively, primarily
generated from the billing and collection of net lease revenue.

Cash from Investing Activities:Net cash provided by investing activities
was $1,524,419 and $1,308,186 in 2001 and 2000, respectively. These amounts
represent sales proceeds generated from the sale of container equipment. In
2000, cash provided from sales proceeds was partially offset by $44,856 of
costs associated with the reshelling of refrigerated containers.

Cash from Financing Activities:Net cash used in financing activities was
$3,674,295 during 2001 compared to $3,556,998 during 2000. These amounts
represent distributions to the Registrants general and limited partners. The
Registrants continuing container disposals, as well as current market
conditions, should produce lower operating results and, consequently, lower
distributions to its partners in subsequent periods.

Results of Operations

Year Ended December 31, 2001 Compared to the Year Ended December 31, 2000

A Leasing Agent Agreement (Agreement) exists between the Registrant and
the Leasing Company, whereby the Leasing Company has the responsibility to
manage the leasing operations of all equipment owned by the Registrant.
Pursuant to the Agreement, the Leasing Company is responsible for leasing,
managing and re-leasing the Registrants containers to ocean carriers, and has
full discretion over which ocean carriers and suppliers of goods and services
it may deal with. The Leasing Agent Agreement permits the Leasing Company to
use the containers owned by the Registrant, together with other containers
owned or managed by the Leasing Company and its affiliates, as part of a single
fleet operated without regard to ownership. At December 31, 2001, 59% of the
original equipment remained in the Registrants fleet, as compared to 75% at
December 31, 2000. The following chart summarizes the composition of the
Registrants fleet (based on container type) at December 31, 2001.

|                      |                        |          |       |            |       |              |       |           |       |         |     |         |    |  |    |    |    |  |    |   |    | 
|--------------------- | ---------------------- | -------- | ----- | ---------- | ----- | ------------ | ----- | --------- | ----- | ------- | --- | ------- | -- |  | -- | -- | -- |  | -- | - | -- | 
|                      |                        |          |       | Dry Cargo  |       | Refrigerated
|                      |                        |          |       | Containers |       | Containers  
|                      |                        |          |       |            |       |             
|                      |                        |          |       |            |       |              |       |           |       |         |     | 40-Foot |    |  |    |    |    |  |    |  
|                      |                        |          |       | 20-Foot    |       | 40-Foot      |       | High-Cube |       | 20-Foot |     | 40-Foot
|                      |                        |          |       |            |       |              |       |           |       |         |     |        
|Containers on lease:  |                        |          |       |            |       |              |       |           |       |         |     |         |    |  |    |    |    |  |    |  
|                      | Master lease           |          |       | 1,280      |       |              |       | 475       |       |         |     | 60      |    |  |    | 42 |    |  |    | 8 |   
|                      | Term lease (1-5 years) |          |       | 1,562      |       |              |       | 853       |       |         |     | 21      |    |  |    | 20 |    |  |    | 3 |   
|                      |                        |          |       |            |       |              |       |           |       |         |     |         |    |  |    |    |    |  |    |  
|                      |                        | Subtotal |       |            | 2,842 |              |       |           | 1,328 |         |     |         | 81 |  |    |    | 62 |  |    |   | 11 | 
|Containers off lease  |                        |          | 791   |            |       |              | 715   |           |       |         | 53  |         |    |  | 34 |    |    |  | 31 |  
|                      |                        |          |       |            |       |              |       |           |       |         |     |         |    |  |    |    |    |  |    |  
|Total container fleet |                        |          | 3,633 |            |       |              | 2,043 |           |       |         | 134 |         |    |  | 96 |    |    |  | 42 |  
|                      |                        |          |       |            |       |              |       |           |       |         |     |         |    |  |    |    |    |  |    |  

|                                     |                |  |            |       |              |  |           |    |         |  |         |       |   |  |       |    |   |  |         |    |   |  |     |    |   |  |     |    |  |  |     |    |   |  |    |    |  |  |     |    |  
|------------------------------------ | -------------- |  | ---------- | ----- | ------------ |  | --------- | -- | ------- |  | ------- | ----- | - |  | ----- | -- | - |  | ------- | -- | - |  | --- | -- | - |  | --- | -- |  |  | --- | -- | - |  | -- | -- |  |  | --- | -- | -
|                                     |                |  | Dry Cargo  |       | Refrigerated
|                                     |                |  | Containers |       | Containers  
|                                     |                |  |            |       |             
|                                     |                |  |            |       |              |  |           |    |         |  |         |       |   |  |       |    |   |  | 40-Foot |    |   |  |     |    |   |  |     |    |  |  |     |    |   |  |   
|                                     |                |  | 20-Foot    |       | 40-Foot      |  | High-Cube |    | 20-Foot |  | 40-Foot
|                                     |                |  |            |       |              |  |           |    |         |  |        
|                                     |                |  | Units      |       | %            |  | Units     |    | %       |  | Units   |       | % |  | Units |    | % |  | Units   |    | %
|                                     |                |  |            |       |              |  |           |    |         |  |         |       |   |  |       |    |   |  |         |    |  
|Total purchases                      |                |  | 6,411      |       |              |  | 100       | %  |         |  | 3,342   |       |   |  | 100   | %  |   |  | 200     |    |   |  | 100 | %  |   |  | 103 |    |  |  | 100 | %  |   |  | 50 |    |  |  | 100 | % 
|                                     | Less disposals |  |            | 2,778 |              |  |           | 43 | %       |  |         | 1,299 |   |  |       | 39 | % |  |         | 66 |   |  |     | 33 | % |  |     | 18 |  |  |     | 17 | % |  |    | 20 |  |  |     | 40 | %
|                                     |                |  |            |       |              |  |           |    |         |  |         |       |   |  |       |    |   |  |         |    |   |  |     |    |   |  |     |    |  |  |     |    |   |  |    |    |  |  |     |   
|Remaining fleet at December 31, 2001 |                |  | 3,633      |       |              |  | 57        | %  |         |  | 2,043   |       |   |  | 61    | %  |   |  | 134     |    |   |  | 67  | %  |   |  | 85  |    |  |  | 83  | %  |   |  | 30 |    |  |  | 60  | % 
|                                     |                |  |            |       |              |  |           |    |         |  |         |       |   |  |       |    |   |  |         |    |   |  |     |    |   |  |     |    |  |  |     |    |   |  |    |    |  |  |     |   

The demand for dry cargo containers has been adversely affected by the
slowdown in the global economy resulting in an excess supply of containers in
many locations. Transpacific trade, a large proportion of which consists of
technology-related goods, has been largely affected by the slowdown of the US
economy, while the contraction in the Japanese economy contributed to lower
levels of intra-asian trade. For the first time in many years, the GDP growth
rates of the United States, Europe, and Japan decelerated simultaneously,
contributing to lower utilization rates and higher container inventories
throughout the world.

As a result of the increasing world-wide container inventories during
2001, the demand for new container production has declined. Although a
slowdown in new container production should have positive short and long-term
effects for the container leasing industry, a reduction in new containers will
not significantly reduce off-hire container inventories without an improvement
in the worlds economies. During the fourth quarter of 2001, prices for new
containers reached historic lows, creating further downward pressures on future
per-diem rates and container residual values.

Recent corporate failures and defaults within the credit markets, as well
as an increasingly cautious business climate since September 11, 2001, have
contributed to lower levels of capital available for new container purchases.
Accordingly,

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a more conservative credit market should result in a reduction of funding
for new container production and, in the short term, contribute to improving
the level of off-hire container inventories for both leasing companies and
shipping lines. In response to the foregoing, the Leasing Company continues to
implement a number of marketing initiatives which are designed to target
identified leasing opportunities and enhance inventory management of the
Registrants fleet.

The effect of the slowdown in global economic conditions on the container
leasing industrys customers, the shipping lines, coupled with their
acquisition of new, larger container ships, appear to have created a condition
of excess shipping capacity. This may ultimately result in some shipping lines
experiencing financial difficulty, insolvency, or consolidation and ultimately
influence the demand for leased containers. Although the ultimate outcome, as
well as its impact on the container leasing industry and the Registrants
results of operations is unknown, CCC, on behalf of the Registrant, will work
closely with the Leasing Company to monitor outstanding receivables,
collections, and credit exposure to various existing and new customers.

The Registrants average fleet size and utilization rates for the years
ended December 31, 2001, 2000 and 1999 were as follows:

|                                                            |                         |  |      |       |      |  |      |        |   |  |  |        |  
|----------------------------------------------------------- | ----------------------- |  | ---- | ----- | ---- |  | ---- | ------ | - |  |  | ------ | -
|                                                            |                         |  | 2001 |       | 2000 |  | 1999
|                                                            |                         |  |      |       |      |  |     
|Fleet size (measured in
twenty-foot equivalent units (TEU)) |                         |  |      |       |      |  |      |        |   |  |  |       
|                                                            | Dry cargo containers    |  |      | 9,021 |      |  |      | 11,244 |   |  |  | 12,269 |  
|                                                            | Refrigerated containers |  |      | 193   |      |  |      | 197    |   |  |  | 200    |  
|Average utilization rates                                   |                         |  |      |       |      |  |      |        |   |  |  |       
|                                                            | Dry cargo containers    |  |      | 75    | %    |  |      | 79     | % |  |  | 73     | %
|                                                            | Refrigerated containers |  |      | 56    | %    |  |      | 61     | % |  |  | 60     | %

The Registrants average dry cargo and refrigerated container per-diem
rental rates for the year 2001 decreased 10% and 7%, respectively, from 2000
levels. The decline in the Registrants fleet size, combined with the net
reduction in average per-diem rental rates, offset the effects of the increase
in the average refrigerated utilization rates, and contributed to a 32% decline
in gross rental revenue (a component of net lease revenue) for 2001 when
compared to the previous year.

The primary component of the Registrants results of operations is net
lease revenue. Net lease revenue is determined by deducting direct operating
expenses, management fees and reimbursed administrative expenses, from rental
revenues billed by the Leasing Company from the leasing of the Registrants
containers. Net lease revenue is directly related to the size, utilization and
per-diem rental rates of the Registrants fleet.

Loss from operationsfor the year ended December 31, 2001 was $1,358,818,
compared to a loss of $234,738 for the prior year. The increase was primarily
due to a decline in net lease revenue of $832,533, an increase in the net loss
on disposal of equipment of $170,018, an increase in asset impairment losses of
$418,650, offset by a $330,246 decline in depreciation expense.

Net lease revenuewas $1,627,441 for the year 2001 compared to $2,459,974
for the prior year. The decrease was due to a $1,164,972 decline in gross
rental revenue (a component of net lease revenue) from the year 2000. Gross
rental revenue was impacted by the Registrants smaller fleet size, lower
per-diem rental rates and lower combined fleet utilization rates. Other
components of net lease revenue, including rental equipment operating expenses,
management fees, and reimbursed administrative expenses, were lower by a
combined $332,439 when compared to the year 2000, and partially offset the
decline in gross lease revenue. Contributing to the decline in direct
operating expenses were declines in repair and maintenance expenses, handling
and storage costs, and the provision for doubtful accounts.

Depreciation expenseof $1,510,984 in 2001 was $330,246 lower than 2000
due to a declining fleet size. Effective June 1, 2001, the Registrant changed
the estimated life of its rental container equipment from an estimated 12 year
life to a 15 year life, and its estimated salvage value from 30% to 10% of
original equipment cost. The effect of these changes was an increase in
depreciation expense of approximately $38,980 since June 1, 2001.

Other general and administrative expenseswere $121,701 in 2001, an
increase of $33,125 or 37% when compared to 2000. Contributing to this
increase were professional fees, costs related to investor communications and
net exchange rate losses.

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Net loss on disposal of equipmentwas a result of the Registrant disposing
of 1,616 containers in 2001, as compared to 1,487 containers during 2000.
These disposals resulted in a net loss of $934,924 for 2001, compared to a net
loss of $764,906 for 2000. The Registrant believes that the net loss on
container disposals in 2001 was a result of various factors, including the age,
condition, suitability for continued leasing, as well as the geographical
location of the containers when disposed. These factors will continue to
influence the decision to repair or dispose of a container when it is returned
by a lessee, as well as the amount of sales proceeds received and the related
gain or loss on container disposals. The level of the Registrants container
disposals in subsequent periods will also contribute to fluctuations in the net
gain or loss on disposals. As a result of current world events and market
conditions, the Registrant re-evaluated its asset impairment criteria pursuant
to the Financial Accounting Standards Boards accounting pronouncement SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of.

Impairment chargeswere incurred by the Registrant relating to
refrigerated container equipment with R12 refrigerant gas (the R12
Containers). In the second quarter of 2001, the Leasing Company undertook a
review of the Registrants refrigerated container equipment. Due to the
environmental impact of the R12 refrigerant gas and other R12 Container
marketing considerations, the Leasing Company concluded that effective July 1,
2001, off-hire inventories of the Registrants R12 Containers would be targeted
for immediate sale. The Leasing Company also conducted a review of the
Registrants R12 Containers that were on lease at June 30, 2001.



| |  | Assets to be disposed of:In June 2001, the Leasing Company committed to a
plan to dispose of 31 R12 Containers with a carrying value of $271,506. It
was concluded that the carrying value of these R12 Containers exceeded fair
value and accordingly, an impairment charge of $193,256 was recorded to
operations under impairment losses. It is expected that these R12 Containers
will be disposed of over the next several quarters. Included in the net loss
on the disposal of equipment for the year 2001 is a gain of $2,124 on the
sale of 8 refrigerated containers that were targeted for sale as of June 30,
2001. Fair value was determined by discounting future expected cash flows.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Assets to be held and used:The Leasing Company conducted a review of 52 R12
Containers with a carrying value of $443,136 that were on lease at June 30,
2001. It was concluded that the carrying value of these R12 Containers
exceeded the future cash flows expected to result from the use of these
containers and their eventual disposition, and therefore was not recoverable.
Accordingly, a charge of $225,394 was recorded to operations under
impairment losses. Fair value was determined by discounting future expected
cash flows.                                                                                                                                                     

Year Ended December 31, 2000 Compared to the Year Ended December 31, 1999

Loss from operationsfor the year ended December 31, 2000 was $234,738,
compared to $205,692 for the prior year. The increase was primarily due to an
increase net loss on disposal of equipment of $523,393, offset by an increase
in net lease revenue of $354,430 and a $143,656 decline in depreciation
expense.

Net lease revenueof $2,459,974 for the year 2000 was $354,430 higher
compared to the prior year. The increase was due to a $493,553 decline in
rental equipment operating expenses, offset by a $182,098 decline in gross
rental revenue (a component of net lease revenue) from the year 1999. The
decline in rental equipment operating expenses was attributable to the
Registrants higher utilization rate in 2000, and its impact on activity based
expenses such as storage and handling. Gross rental revenue was impacted by
the Registrants smaller fleet size, lower per-diem rental rates and lower
combined fleet utilization rates. Average dry cargo and refrigerated container
per-diem rental rates for the year 2000 decreased 7% and 3%, respectively, from
1999 levels. Other components of net lease revenue, including management fees
and reimbursed administrative expenses, were lower by a combined $42,975 when
compared to the prior year, a result of the Registrants fleet size and related
performance.

Depreciation expenseof $1,841,230 in 2000 was $143,656 lower than 1999
due to a declining fleet size.

Other general and administrative expensesincreased to $88,576 in 2000,
from $84,837 in 1999, representing an increase of $3,739. Contributing to this
increase were professional fees and costs related to investor communications,
partially offset by an increase in net exchange rate gains.

Net loss on disposal of equipmentwas a result of the Registrant disposing
of 1,487 containers during 2000, as compared to 432 containers during 1999.
These disposals resulted in a net loss of $764,906 for 2000 as compared to a
net loss of $241,513 for 1999. The Registrant believes that the net loss on
container disposals in 2000 was a result of various factors including the age,
condition, suitability for continued leasing, as well as the geographic
location of the containers when disposed.

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New Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board issued SFAS No.
143, Accounting for Asset Retirement Obligations, which is effective for all
fiscal years beginning after June 15, 2002. This standard requires a company
to record the fair value of a liability for an asset retirement obligation in
the period in which it is incurred, and a corresponding increase in the
carrying value of the related long-lived asset. The Registrant is currently
evaluating the impact that SFAS No. 143 will have on its financial statements.

In August 2001, the Financial Accounting Standards Board issued SFAS No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets, which is
effective for all fiscal years beginning after December 15, 2001, with early
application encouraged. SFAS No. 144 supersedes SFAS No. 121, but retains its
fundamental provisions relating to the recognition and measurement of the
impairment of long-lived assets to be held and used, and the measurement of
long lived assets to be disposed of by sale. SFAS No. 144 was adopted by the
Registrant effective January 1, 2002, without a significant impact on its
financial statements.

Inflation

The Registrant believes inflation has not had a material adverse effect on the
results of its operations.




Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Exchange rate risk:Substantially all of the Registrants revenues are
billed and paid in US dollars, and a significant portion of costs are billed
and paid in US dollars. Of the remaining costs, the majority are individually
small, unpredictable and incurred in various denominations and thus are not
suitable for cost effective hedging.

The Leasing Company may hedge a portion of the expenses that are
predictable and are principally in UK pounds sterling. As exchange rates are
outside of the control of the Registrant and Leasing Company, there can be no
assurance that such fluctuations will not adversely affect its results of
operations and financial condition.




Item 8. Financial Statements and Supplementary Data

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INDEPENDENT AUDITORS REPORT

The Partners
IEA Income Fund XI, L.P.

We have audited the accompanying balance sheets of IEA Income Fund XI, L.P.
(the Partnership) as of December 31, 2001 and 2000, and the related
statements of operations, partners capital, and cash flows for each of the
three years in the period ended December 31, 2001. These financial statements
are the responsibility of the Partnerships management. Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Partnership at December 31, 2001 and
2000, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

San Francisco, CA
February 15, 2002

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IEA INCOME FUND XI, L.P.Balance Sheets

December 31, 2001 and 2000

|                                    |                                                                                                                     |                                         |                         |                   |           |            |            |            |            |            |  | 
|----------------------------------- | ------------------------------------------------------------------------------------------------------------------- | --------------------------------------- | ----------------------- | ----------------- | --------- | ---------- | ---------- | ---------- | ---------- | ---------- |  | 
|                                    |                                                                                                                     |                                         |                         |                   |           | 2001       |            | 2000      
|                                    |                                                                                                                     |                                         |                         |                   |           |            |            |           
|                                    |                                                                                                                     |                                         |                         | Assets            |           |            |            |            |            |            |  | 
|Current assets:                     |                                                                                                                     |                                         |                         |                   |           |            |            |           
|                                    | Cash and cash equivalents, includes $1,191,050 in 2001
and $1,547,214 in 2000 in interest-bearing accounts (note 3) |                                         | $                       | 1,205,085         |           |            | $          | 1,630,791  |           
|                                    | Net lease receivables due from Leasing Company                                                                      |                                         |                         |                   |           |            |            |            |           
|                                    |                                                                                                                     | (notes 1 and 4)                         |                         |                   | 153,719   |            |            |            | 449,073    |           
|                                    |                                                                                                                     |                                         |                         |                   |           |            |            |           
|                                    |                                                                                                                     |                                         | Total current assets    |                   |           | 1,358,804  |            |            |            | 2,079,864  | 
|                                    |                                                                                                                     |                                         |                         |                   |           |            |            |           
|Container rental equipment, at cost |                                                                                                                     |                                         | 22,142,480              |                   |           |            | 28,418,646 |           
|                                    | Less accumulated depreciation                                                                                       |                                         |                         | 13,275,854        |           |            |            | 15,286,554 |           
|                                    |                                                                                                                     |                                         |                         |                   |           |            |            |           
|                                    |                                                                                                                     | Net container rental equipment (note 1) |                         |                   | 8,866,626 |            |            |            | 13,132,092 |           
|                                    |                                                                                                                     |                                         |                         |                   |           |            |            |           
|                                    |                                                                                                                     |                                         | Total assets            |                   | $         | 10,225,430 |            |            | $          | 15,211,956 | 
|                                    |                                                                                                                     |                                         |                         |                   |           |            |            |           
|                                    |                                                                                                                     |                                         |                         | Partners Capital |           |            |            |            |            |            |  | 
|Partners capital (deficit):        |                                                                                                                     |                                         |                         |                   |           |            |            |           
|                                    | General partner                                                                                                     |                                         | $                       | (167,917          | )         |            | $          | (118,052   | )         
|                                    | Limited partners (note 8)                                                                                           |                                         |                         | 10,393,347        |           |            |            | 15,330,008 |           
|                                    |                                                                                                                     |                                         |                         |                   |           |            |            |           
|                                    |                                                                                                                     |                                         | Total partners capital |                   | $         | 10,225,430 |            |            | $          | 15,211,956 | 
|                                    |                                                                                                                     |                                         |                         |                   |           |            |            |           

The accompanying notes are an integral part of these financial statements.

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IEA INCOME FUND XI, L.P.Statements of Operations

For the years ended December 31, 2001, 2000 and 1999

|                                             |                                           |                      |            |            |            |      |           |           |          |   |           |           |          |  
|-------------------------------------------- | ----------------------------------------- | -------------------- | ---------- | ---------- | ---------- | ---- | --------- | --------- | -------- | - | --------- | --------- | -------- | -
|                                             |                                           |                      |            | 2001       |            | 2000 |           | 1999     
|                                             |                                           |                      |            |            |            |      |           |          
|Net lease revenue (notes 1 and 6)            |                                           | $                    | 1,627,441  |            |            | $    | 2,459,974 |           |          | $ | 2,105,544 |          
|Other operating expenses:                    |                                           |                      |            |            |            |      |           |           |          |   |           |          
|                                             | Depreciation (note 1)                     |                      |            | 1,510,984  |            |      |           | 1,841,230 |          |   |           | 1,984,886 |         
|                                             | Other general and administrative expenses |                      |            | 121,701    |            |      |           | 88,576    |          |   |           | 84,837    |         
|                                             | Net loss on disposal of equipment         |                      |            | 934,924    |            |      |           | 764,906   |          |   |           | 241,513   |         
|                                             | Impairment losses                         |                      |            | 418,650    |            |      |           |          |          |   |           |          |         
|                                             |                                           |                      |            |            |            |      |           |           |          |   |           |          
|                                             |                                           |                      | 2,986,259  |            |            |      | 2,694,712 |           |          |   | 2,311,236 |          
|                                             |                                           |                      |            |            |            |      |           |           |          |   |           |          
|                                             |                                           | Loss from operations |            |            | (1,358,818 | )    |           |           | (234,738 | ) |           |           | (205,692 | )
|Other income:                                |                                           |                      |            |            |            |      |           |           |          |   |           |          
|                                             | Interest income                           |                      |            | 46,587     |            |      |           | 64,855    |          |   |           | 72,392    |         
|                                             |                                           |                      |            |            |            |      |           |           |          |   |           |          
|                                             |                                           | Net loss             |            | $          | (1,312,231 | )    |           | $         | (169,883 | ) |           | $         | (133,300 | )
|                                             |                                           |                      |            |            |            |      |           |           |          |   |           |          
|Allocation of net income (loss):             |                                           |                      |            |            |            |      |           |           |          |   |           |          
|                                             | General partner                           |                      | $          | 58,099     |            |      | $         | 86,715    |          |   | $         | 104,617   |         
|                                             | Limited partners                          |                      |            | (1,370,330 | )          |      |           | (256,598  | )        |   |           | (237,917  | )       
|                                             |                                           |                      |            |            |            |      |           |           |          |   |           |          
|                                             |                                           | $                    | (1,312,231 | )          |            | $    | (169,883  | )         |          | $ | (133,300  | )        
|                                             |                                           |                      |            |            |            |      |           |           |          |   |           |          
|Limited partners per unit share of net loss |                                           | $                    | (0.69      | )          |            | $    | (0.13     | )         |          | $ | (0.12     | )        
|                                             |                                           |                      |            |            |            |      |           |           |          |   |           |          

The accompanying notes are an integral part of these financial statements.

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IEA INCOME FUND XI, L.P.Statements of Partners Capital

For the years ended December 31, 2001, 2000 and 1999

|                              |  |          |            |         |  |       |          |   |  |   |            |  
|----------------------------- |  | -------- | ---------- | ------- |  | ----- | -------- | - |  | - | ---------- | -
|                              |  | Limited  |            | General |  |       |          |  
|                              |  | Partners |            | Partner |  | Total
|                              |  |          |            |         |  |      
|Balances at January 1, 1999   |  | $        | 22,123,931 |         |  | $     | (49,424  | ) |  | $ | 22,074,507 |  
|Net income (loss)             |  |          | (237,917   | )       |  |       | 104,617  |   |  |   | (133,300   | )
|Cash distributions            |  |          | (2,866,394 | )       |  |       | (135,976 | ) |  |   | (3,002,370 | )
|                              |  |          |            |         |  |       |          |   |  |   |            |  
|Balances at December 31, 1999 |  |          | 19,019,620 |         |  |       | (80,783  | ) |  |   | 18,938,837 |  
|Net income (loss)             |  |          | (256,598   | )       |  |       | 86,715   |   |  |   | (169,883   | )
|Cash distributions            |  |          | (3,433,014 | )       |  |       | (123,984 | ) |  |   | (3,556,998 | )
|                              |  |          |            |         |  |       |          |   |  |   |            |  
|Balances at December 31, 2000 |  |          | 15,330,008 |         |  |       | (118,052 | ) |  |   | 15,211,956 |  
|Net income (loss)             |  |          | (1,370,330 | )       |  |       | 58,099   |   |  |   | (1,312,231 | )
|Cash distributions            |  |          | (3,566,331 | )       |  |       | (107,964 | ) |  |   | (3,674,295 | )
|                              |  |          |            |         |  |       |          |   |  |   |            |  
|Balances at December 31, 2001 |  | $        | 10,393,347 |         |  | $     | (167,917 | ) |  | $ | 10,225,430 |  
|                              |  |          |            |         |  |       |          |   |  |   |            |  

The accompanying notes are an integral part of these financial statements.

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IEA INCOME FUND XI, L.P.

Statements of Cash Flows

For the years ended December 31, 2001, 2000 and 1999

|                                                     |                                                                          |                                                            |                                           |            |           |           |           |            |           |           |           |            |           |           | 
|---------------------------------------------------- | ------------------------------------------------------------------------ | ---------------------------------------------------------- | ----------------------------------------- | ---------- | --------- | --------- | --------- | ---------- | --------- | --------- | --------- | ---------- | --------- | --------- | 
|                                                     |                                                                          |                                                            |                                           |            | 2001      |           | 2000      |            | 1999     
|                                                     |                                                                          |                                                            |                                           |            |           |           |           |            |          
|Cash flows from operating activities:                |                                                                          |                                                            |                                           |            |           |           |           |            |           |           |           |           
|                                                     | Net loss                                                                 |                                                            | $                                         | (1,312,231 | )         |           | $         | (169,883   | )         |           | $         | (133,300   | )        
|                                                     | Adjustments to reconcile net loss to net cash from
operating activities: |                                                            |                                           |            |           |           |           |            |           |           |           |            |          
|                                                     |                                                                          | Depreciation                                               |                                           |            | 1,510,984 |           |           |            | 1,841,230 |           |           |            | 1,984,886 |          
|                                                     |                                                                          | Loss on impairment                                         |                                           |            | 418,650   |           |           |            |          |           |           |            |          |          
|                                                     |                                                                          | Net loss on disposal of equipment                          |                                           |            | 934,924   |           |           |            | 764,906   |           |           |            | 241,513   |          
|                                                     |                                                                          | Decrease in net lease receivables due from
Leasing Company |                                           |            | 171,843   |           |           |            | 208,300   |           |           |            | 37,655    |          
|                                                     |                                                                          | Decrease in accrued expenses                               |                                           |            |          |           |           |            | (75,000   | )         |           |            |          |          
|                                                     |                                                                          |                                                            |                                           |            |           |           |           |            |           |           |           |           
|                                                     |                                                                          |                                                            | Total adjustments                         |            |           | 3,036,401 |           |            |           | 2,739,436 |           |            |           | 2,264,054 | 
|                                                     |                                                                          |                                                            |                                           |            |           |           |           |            |           |           |           |           
|                                                     |                                                                          |                                                            | Net cash provided by operating activities |            |           | 1,724,170 |           |            |           | 2,569,553 |           |            |           | 2,130,754 | 
|                                                     |                                                                          |                                                            |                                           |            |           |           |           |            |           |           |           |           
|Cash flows from investing activities:                |                                                                          |                                                            |                                           |            |           |           |           |            |           |           |           |           
|                                                     | Proceeds from sale of container rental equipment                         |                                                            |                                           | 1,524,419  |           |           |           | 1,353,042  |           |           |           | 675,503    |          
|                                                     | Purchases of container rental equipment                                  |                                                            |                                           |           |           |           |           | (44,856    | )         |           |           |           |          
|                                                     |                                                                          |                                                            |                                           |            |           |           |           |            |           |           |           |           
|                                                     |                                                                          |                                                            | Net cash provided by investing activities |            |           | 1,524,419 |           |            |           | 1,308,186 |           |            |           | 675,503   | 
|                                                     |                                                                          |                                                            |                                           |            |           |           |           |            |           |           |           |           
|Cash flows from financing activities                 |                                                                         
|                                                     | Distributions to partners                                                |                                                            |                                           | (3,674,295 | )         |           |           | (3,556,998 | )         |           |           | (3,002,370 | )        
|                                                     |                                                                          |                                                            |                                           |            |           |           |           |            |           |           |           |           
|Net (decrease) increase in cash and cash equivalents |                                                                          |                                                            | (425,706                                  | )          |           |           | 320,741   |            |           |           | (196,113  | )         
|Cash and cash equivalents at beginning of year       |                                                                          |                                                            | 1,630,791                                 |            |           |           | 1,310,050 |            |           |           | 1,506,163 |           
|                                                     |                                                                          |                                                            |                                           |            |           |           |           |            |           |           |           |           
|Cash and cash equivalents at end of year             |                                                                          | $                                                          | 1,205,085                                 |            |           | $         | 1,630,791 |            |           | $         | 1,310,050 |           
|                                                     |                                                                          |                                                            |                                           |            |           |           |           |            |           |           |           |           

The accompanying notes are an integral part of these financial statements.

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IEA INCOME FUND XI, L.P.

Notes to Financial Statements

December 31, 2001, 2000 and 1999



|(1) |  | Summary of Significant Accounting Policies
|--- |  | ------------------------------------------



| | (a) |  | Nature of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | IEA Income Fund XI, L.P. (the Partnership) is a limited partnership
organized under the laws of the State of California on July 30, 1990 for
the purpose of owning and leasing marine cargo containers worldwide to
ocean carriers. To this extent, the Partnerships operations are
subject to the fluctuations of world economic and political conditions.
Such factors may affect the pattern and levels of world trade. The
Partnership believes that the profitability of, and risks associated
with, leases to foreign customers is generally the same as those of
leases to domestic customers. The Partnerships leases generally
require all payments to be made in United States currency.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |     |  | Cronos Capital Corp. (CCC) is the general partner and, with its
affiliate Cronos Containers Limited (the Leasing Company), manages the
business of the partnership. CCC and the Leasing Company also manage
the container leasing business for other partnerships affiliated with
the general partner. The Partnership shall continue until December 31,
2010, unless terminated sooner upon the occurrence of certain events.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |     |  | The Partnership commenced operations on January 31, 1991, when the
minimum subscription proceeds of $1,000,000 were obtained. The
Partnership offered 2,000,000 units of limited partnership interest at
$20 per unit, or $40,000,000. The offering terminated on November 30,
1991, at which time 1,999,812 limited partnership units had been sold.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (b) |  | Leasing Company and Leasing Agent Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |     |  | The Partnership has entered into a Leasing Agent Agreement whereby the
Leasing Company has the responsibility to manage the leasing operations
of all equipment owned by the Partnership. Pursuant to the Agreement,
the Leasing Company is responsible for leasing, managing and re-leasing
the Partnerships containers to ocean carriers and has full discretion
over which ocean carriers and suppliers of goods and services it may
deal with. The Leasing Agent Agreement permits the Leasing Company to
use the containers owned by the Partnership, together with other
containers owned or managed by the Leasing Company and its affiliates,
as part of a single fleet operated without regard to ownership. Since
the Leasing Agent Agreement meets the definition of an operating lease
in Statement of Financial Accounting Standards (SFAS) No. 13, it is
accounted for as a lease under which the Partnership is lessor and the
Leasing Company is lessee.                                                                                                                                                                                  
|
| |     |  | The Leasing Agent Agreement generally provides that the Leasing Company
will make payments to the Partnership based upon rentals collected from
ocean carriers after deducting direct operating expenses and management
fees to CCC and the Leasing Company. The Leasing Company leases
containers to ocean carriers, generally under operating leases which are
either master leases or term leases (mostly one to five years). Master
leases do not specify the exact number of containers to be leased or the
term that each container will remain on hire but allow the ocean carrier
to pick up and drop off containers at various locations, and rentals are
based upon the number of containers used and the applicable per-diem
rate. Accordingly, rentals under master leases are all variable and
contingent upon the number of containers used. Most containers are
leased to ocean carriers under master leases; leasing agreements with
fixed payment terms are not material to the financial statements. Since
there are no material minimum lease rentals, no disclosure of minimum
lease rentals is provided in these financial statements.

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IEA INCOME FUND XI, L.P.

Notes to Financial Statements



| | (c) |  | Concentrations of Credit Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The Partnerships financial instruments that are exposed to
concentrations of credit risk consist primarily of cash, cash
equivalents and net lease receivables due from the Leasing Company. See
note 3 for further discussion regarding the credit risk associated with
cash and cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |     |  | Net lease receivables due from the Leasing Company (see notes 1(b) and 4
for discussion regarding net lease receivables) subject the Partnership
to a significant concentration of credit risk. These net lease
receivables, representing rentals earned by the Leasing Company, on
behalf of the Partnership, from ocean carriers after deducting direct
operating expenses and management fees to CCC and the Leasing Company,
are remitted by the Leasing Company to the Partnership three to four
times per month. The Partnership has historically never incurred a loss
associated with the collectibility of unremitted net lease receivables
due from the Leasing Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (d) |  | Basis of Accounting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |     |  | The Partnership utilizes the accrual method of accounting. Net lease
revenue is recorded by the Partnership in each period based upon its
leasing agent agreement with the Leasing Company. Net lease revenue is
generally dependent upon operating lease rentals from operating lease
agreements between the Leasing Company and its various lessees, less
direct operating expenses and management fees due in respect of the
containers specified in each operating lease agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |     |  | The financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America (GAAP),
which requires the Partnership to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (e) |  | Allocation of Net Income or Loss and Partnership Distributions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |     |  | Net income or loss has been allocated between general and limited
partners in accordance with the Partnership Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |     |  | Actual cash distributions differ from the allocations of net income or
loss between the general and limited partners as presented in these
financial statements. Partnership distributions are paid to its
partners (general and limited) from distributable cash from operations,
allocated 95% to the limited partners and 5% to the general partner.
Distributions of sales proceeds are allocated 99% to the limited
partners and 1% to the general partner. These allocations remain in
effect until such time as the limited partners have received from the
Partnership aggregate distributions in an amount equal to their capital
contributions plus a 10% cumulative, compounded (daily), annual return
on their adjusted capital contributions. Thereafter, all Partnership
distributions will be allocated 85% to the limited partners and 15% to
the general partner. Cash distributions from operations to the general
partner in excess of 5% of distributable cash will be considered an
incentive fee and will be recorded as compensation to the general
partner, with the remaining distributions from operations charged to
partners capital.
|
| | (f) |  | Acquisition Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |     |  | Pursuant to the Partnership Agreement, acquisition fees paid to CCC are
based on 5% of the equipment purchase price. These fees are capitalized
and included in the cost of the rental equipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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IEA INCOME FUND XI, L.P.

Notes to Financial Statements



| | (g) |  | Container Rental Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | In accordance with SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of,
container rental equipment is considered to be impaired if the carrying
value of the asset exceeds the expected future cash flows from related
operations (undiscounted and without interest charges). If impairment
is deemed to exist, the assets are written down to fair value.
Depreciation policies are also evaluated to determine whether subsequent
events and circumstances warrant revised estimates of useful lives.
Because the Partnership evaluates future cash flows and potential
impairment by container type rather than for each individual container,
future losses could result for individual container dispositions due to
various factors, including age, condition, suitability for continued
leasing, as well as the geographical location of containers when
disposed.
|
| |     |  | In June 2001, the Partnership recorded impairment charges relating to
refrigerated container equipment which reduced results of operations by
$418,650 or $0.21 per limited partnership unit. The impairment charges
were a result of CCCs and the Leasing Companys review of the
Partnerships refrigerated container equipment. The purpose of the
review was to consider recent changes in the marketplace and economic
environment and to identify the consequences, if any, from an accounting
perspective. The Leasing Company identified a number of issues that
have had an impact on the carrying value of certain equipment at June
30, 2001.                                                                                                                                                                                                                                                                            
|

| | i.   |  | In 1992, the Montreal Protocol outlawed the production
of the R12 refrigerant gas by developed countries. Since that
date, shipping lines and leasing companies have operated fleets
including refrigerated container equipment with the R12
refrigerant gas (the R12 Containers). However, the
environmental impact of refrigerant gases has become increasingly
prominent. On January 1, 2001, it became illegal for R12 to be
handled, other than for disposal, in most member countries of the
European Union.
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | ii.  |  | Several of the major shipping lines that lease from the
Leasing Company, as well as other leasing companies, have
committed to eliminating R12 Containers from their fleets in
2001. Inventories consisting of R12 Containers will continue to
increase as shipping lines redeliver the containers from existing
leases.                                                                                                                                                                                            
|
| | iii. |  | During 2000, the Leasing Company completed a number of
term leases for R12 Containers. However, over the course of
2001, the factors outlined above, together with the deteriorating
economic environment, have resulted in a very slow leasing market
for R12 Containers. In addition, it is probable that residual
prices for R12 Containers will decrease as R12 containers are
redelivered from existing leases.                                                                                                

|
|
|
|
|

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IEA INCOME FUND XI, L.P.

Notes to Financial Statements



| |     |  | Assets to be held and used:The Leasing Company conducted a review of 52
R12 Containers with a carrying value of $443,136 that were on lease at
June 30, 2001. It was concluded that the carrying value of these R12
Containers exceeded the future cash flows expected to result from the
use of these containers and their eventual disposition, and therefore
was not recoverable. Accordingly, a charge of $225,394 was recorded to
operations under impairment losses. Fair value was determined by
discounting future expected cash flows.                                                                                                           
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | There were no impairment charges to the carrying value of container
rental equipment during 2000 and 1999.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |     |  | Container rental equipment is depreciated using the straight-line basis.
Effective June 1, 2001, the estimated depreciable life was changed from
a twelve-year life to a fifteen-year life and the estimated salvage
value was changed from 30% to 10% of the original equipment cost. The
effect of these changes is an increase to depreciation expense of
approximately $38,980 from June 1 to December 31, 2001.                                                                                                                                                                                                                                      
|
| | (h) |  | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |     |  | The Partnership is not subject to income taxes, consequently no
provision for income taxes has been made. The Partnership files federal
and state annual information tax returns, prepared on the accrual basis
of accounting. Taxable income or loss is reportable by the partners
individually.                                                                                                                                                                                                                                                                                                                                                         
|
| | (i) |  | Financial Statement Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |     |  | The Partnership has determined that, for accounting purposes, the
Leasing Agent Agreement is a lease, and the receivables, payables, gross
revenues and operating expenses attributable to the containers managed
by the Leasing Company are, for accounting purposes, those of the
Leasing Company and not of the Partnership. Consequently, the
Partnerships balance sheets and statements of operations display the
payments to be received by the Partnership from the Leasing Company as
the Partnerships receivables and revenues.                                                                                                                
|
| | (j) |  | New Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |     |  | In August 2001, the Financial Accounting Standards Board issued SFAS No.
143, Accounting for Asset Retirement Obligations, which is effective
for all fiscal years beginning after June 15, 2002. This standard
requires a company to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred, and a
corresponding increase in the carrying value of the related long-lived
asset. The Registrant is currently evaluating the impact that SFAS No.
143 will have on its financial statements.                                                                                                     
|
| |     |  | In August 2001, the Financial Accounting Standards Board issued SFAS No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets,
which is effective for all fiscal years beginning after December 15,
2001 with early application encouraged. SFAS No. 144 supersedes SFAS
No. 121, but retains its fundamental provisions relating to the
recognition and measurement of the impairment of long-lived assets to be
held and used, and the measurement of long lived assets to be disposed
of by sale. SFAS No. 144 will be adopted by the Partnership effective
January 1, 2002, without a significant impact on its financial
statements.
|
| | (k) |  | Reclassification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |     |  | The Partnership has reclassified net loss on disposal of equipment and
impairment losses, from other income (loss) to other operating expenses,
a component of loss from operations. All periods have been adjusted to
reflect this reclassification.                                                                                                                                                                                                                                                                                                                                                                                                     

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IEA INCOME FUND XI, L.P.

Notes to Financial Statements



|(2) |  | Operating Segment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | An operating segment is a component of an enterprise that engages in
business activities from which it may earn revenues and incur expenses,
whose operating results are regularly reviewed by the enterprises chief
operating decision maker to make decisions about resources to be allocated
to the segment and assess its performance, and about which separate
financial information is available. Management operates the Partnerships
container fleet as a homogenous unit and has determined that as such it has
a single reportable operating segment.
|   
|    |  | The Partnership derives revenues from dry cargo containers and refrigerated
containers. As of December 31, 2001, the Partnership owned 3,633
twenty-foot, 2,043 forty-foot and 134 forty-foot high-cube marine dry cargo
containers, as well as 96 twenty-foot and 42 forty-foot marine refrigerated
cargo containers. A summary of gross lease revenue earned by the Leasing
Company, on behalf of the Partnership, by product, for the years ended
December 31, 2001, 2000 and 1999 follows:                                                                   

|                        |  |      |           |      |  |      |           |  |  |   |           | 
|----------------------- |  | ---- | --------- | ---- |  | ---- | --------- |  |  | - | --------- | 
|                        |  | 2001 |           | 2000 |  | 1999
|                        |  |      |           |      |  |     
|Dry cargo containers    |  | $    | 2,235,041 |      |  | $    | 3,340,744 |  |  | $ | 3,503,473 | 
|Refrigerated containers |  |      | 259,923   |      |  |      | 319,192   |  |  |   | 338,561   | 
|                        |  |      |           |      |  |      |           |  |  |   |           | 
|Total                   |  | $    | 2,494,964 |      |  | $    | 3,659,936 |  |  | $ | 3,842,034 | 
|                        |  |      |           |      |  |      |           |  |  |   |           | 



|    |  | Due to the Partnerships lack of information regarding the physical location
of its fleet of containers when on lease in the global shipping trade, it is
impracticable to provide the geographic area information.                                                                                                                                                                                                                                                                                                                 
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | One sub-lessee of the Leasing Company contributed approximately 11% or
$427,047 of the Leasing Companys rental revenue earned during 2001 on
behalf of the Partnership. No single sub-lessee of the Leasing Company
contributed more than 10% of the Leasing Companys rental revenue earned
during 2000 and 1999 on behalf of the Partnership.                                                                                                                                                                                    
|   
|(3) |  | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | Cash equivalents include money market funds that invest in highly-liquid
first-tier securities, such as U.S. Treasury obligations, repurchase
agreements secured by U.S. Treasury obligations, and obligations whose
principal and interest are backed by the U.S. Government. Cash equivalents
are carried at cost which approximates fair value, and at times, may exceed
federally insured limits. The Partnership has not experienced any losses in
such accounts and believes it is not exposed to any significant credit risk.

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IEA INCOME FUND XI, L.P.

Notes to Financial Statements



|(4) |  | Net Lease Receivables Due from Leasing Company                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Net lease receivables due from the Leasing Company are determined by
deducting direct operating payables and accrued expenses, base management
fees payable, and reimbursed administrative expenses payable to CCC and its
affiliates from the rental billings earned by the Leasing Company under
operating leases to ocean carriers for the containers owned by the
Partnership. Net lease receivables at December 31, 2001 and December 31,
2000 were as follows:

|                                               |  |              |         |              |  |   |           | 
|---------------------------------------------- |  | ------------ | ------- | ------------ |  | - | --------- | 
|                                               |  | December 31, |         | December 31,
|                                               |  | 2001         |         | 2000        
|                                               |  |              |         |             
|Gross lease receivables                        |  | $            | 633,711 |              |  | $ | 1,088,249 | 
|Less:                                          |  |              |         |              |  |   |           | 
|Direct operating payables and accrued expenses |  |              | 317,999 |              |  |   | 309,601   | 
|Damage protection reserve (note 5)             |  |              | 24,128  |              |  |   | 79,711    | 
|Base management fees payable                   |  |              | 55,290  |              |  |   | 91,232    | 
|Reimbursed administrative expenses             |  |              | 12,390  |              |  |   | 38,618    | 
|Allowance for doubtful accounts                |  |              | 70,185  |              |  |   | 120,014   | 
|                                               |  |              |         |              |  |   |           | 
|Net lease receivables                          |  | $            | 153,719 |              |  | $ | 449,073   | 
|                                               |  |              |         |              |  |   |           | 



|(5) |  | Damage Protection Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The Leasing Company offers a repair service to several lessees of the
Partnerships containers, whereby the lessee pays an additional rental fee
for the convenience of having the Partnership incur the repair expense for
containers damaged while on lease. This fee is recorded as revenue when
earned according to the terms of the rental contract. An accrual has been
recorded to provide for the estimated costs incurred by this service. This
accrual is a component of net lease receivables due from the Leasing Company
(see note 4). The Partnership is not responsible in the event repair costs
exceed predetermined limits, or for repairs that are required for damages
not defined by the damage protection plan agreement.
|   
|(6) |  | Net Lease Revenue                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    |  | Net lease revenue is determined by deducting direct operating expenses, base
management fees and reimbursed administrative expenses to CCC and its
affiliates from the rental revenue earned by the Leasing Company under
operating leases to ocean carriers for the containers owned by the
Partnership. Net lease revenue for the years ended December 31, 2001, 2000
and 1999, was as follows:                                                                                                                                                                                                                                                                                                                                              

|                                             |                                     |   |           |        |      |   |           |         |  |   |           |         | 
|-------------------------------------------- | ----------------------------------- | - | --------- | ------ | ---- | - | --------- | ------- |  | - | --------- | ------- | 
|                                             |                                     |   | 2001      |        | 2000 |   | 1999     
|                                             |                                     |   |           |        |      |   |          
|Rental revenue                               |                                     | $ | 2,494,964 |        |      | $ | 3,659,936 |         |  | $ | 3,842,034 |        
|Less:                                        |                                     |   |           |        |      |   |           |         |  |   |           |        
|Rental equipment operating expenses          |                                     |   | 562,800   |        |      |   | 759,888   |         |  |   | 1,253,441 |        
|Base management fees (note 7)                |                                     |   | 173,112   |        |      |   | 248,039   |         |  |   | 262,219   |        
|Reimbursed administrative expenses (note 7): |                                     |   |           |        |      |   |           |         |  |   |           |        
|                                             | Salaries                            |   |           | 88,646 |      |   |           | 129,286 |  |   |           | 115,618 | 
|                                             | Other payroll related expenses      |   |           | 8,969  |      |   |           | 11,681  |  |   |           | 19,733  | 
|                                             | General and administrative expenses |   |           | 33,996 |      |   |           | 51,068  |  |   |           | 85,479  | 
|                                             |                                     |   |           |        |      |   |           |         |  |   |           |        
|                                             |                                     | $ | 1,627,441 |        |      | $ | 2,459,974 |         |  | $ | 2,105,544 |        
|                                             |                                     |   |           |        |      |   |           |         |  |   |           |        

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IEA INCOME FUND XI, L.P.

Notes to Financial Statements



|(7) |  | Compensation to General Partner and its Affiliates                                                                                                                                                                                                                                                                                                                                                                                           
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Base management fees are equal to 7% of gross lease revenues attributable to
operating leases pursuant to the Partnership Agreement. Reimbursed
administrative expenses are equal to the costs expended by CCC and its
affiliates for services necessary for the prudent operation of the
Partnership pursuant to the Partnership Agreement. The following
compensation was paid or will be paid by the Partnership to CCC or its
affiliates:

|                                   |  |      |         |      |  |      |         |  |  |   |         | 
|---------------------------------- |  | ---- | ------- | ---- |  | ---- | ------- |  |  | - | ------- | 
|                                   |  | 2001 |         | 2000 |  | 1999
|                                   |  |      |         |      |  |     
|Base management fees               |  | $    | 173,112 |      |  | $    | 248,039 |  |  | $ | 262,219 | 
|Reimbursed administrative expenses |  |      | 131,611 |      |  |      | 192,035 |  |  |   | 220,830 | 
|                                   |  |      |         |      |  |      |         |  |  |   |         | 
|                                   |  | $    | 304,723 |      |  | $    | 440,074 |  |  | $ | 483,049 | 
|                                   |  |      |         |      |  |      |         |  |  |   |         | 



|(8) |  | Limited Partners Capital                                                                                                                                                                                                                                                                                                                                                   
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Cash distributions made to the limited partners during 2001, 2000 and 1999
included distributions of proceeds from equipment sales in the amount of
$1,874,822, $1,583,183 and $566,612, respectively. These distributions, as
well as cash distributions from operations, are used in determining
Adjusted Capital Contributions as defined by the Partnership Agreement.
|   
|    |  | The limited partners per unit share of capital at December 31, 2001, 2000
and 1999 was $5, $8 and $10, respectively. This is calculated by dividing
the limited partners capital at the end of each year by 1,999,812, the
total number of limited partnership units.                                                                                                     

************************

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Inapplicable.

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PART III




Item 10. Directors and Executive Officers of the Registrant

The Registrant, as such, has no officers or directors, but is managed by
CCC, the general partner. The officers and directors of CCC at February 28,
2002, are as follows:

|                 |  |                                                      
|---------------- |  | -----------------------------------------------------
|Name             |  | Office                                               
|                 |  |                                                      
|Dennis J. Tietz  |  | President, Chief Executive Officer and Director      
|                
|John Kallas      |  | Vice President, Chief Financial Officer and Director 
|                
|Elinor A. Wexler |  | Vice President/Administration, Secretary and Director
|                
|Peter J. Younger |  | Director                                             
|                
|John M. Foy      |  | Director                                             

Dennis J. TietzMr. Tietz, 49, as President and Chief Executive Officer,
is responsible for the general management of CCC. Mr. Tietz was appointed
Chief Executive Officer of The Cronos Group, indirect corporate parent of CCC,
in December 1998 and elected Chairman of the Board in March 1999. Mr. Tietz is
also President and a director of Cronos Securities Corp. From 1986 until
August 1992, Mr. Tietz was responsible for the organization, marketing and
after-market support of CCCs investment programs. Mr. Tietz was a regional
manager for CCC, responsible for various container leasing activities in the
U.S. and Europe from 1981 to 1986. Prior to joining CCC in December 1981, Mr.
Tietz was employed by Trans Ocean Leasing Corporation as Regional Manager based
in Houston, with responsibility for all leasing and operational activities in
the U.S. Gulf.

Mr. Tietz holds a B.S. degree in Business Administration from San Jose
State University and is a Registered Securities Principal with the NASD.

John KallasMr. Kallas, 39, was elected Vice President, Chief Financial
Officer of CCC in November, 2000. Mr. Kallas also joined the Board of
Directors of CCC in November, 2000. Mr. Kallas has been employed by CCC since
1989, and is responsible for managed container investment programs, treasury,
and CCCs financial operations. Mr. Kallas has held various accounting
positions since joining Cronos including Controller, Director of Accounting and
Corporate Accounting Manager. From 1985 to 1989, Mr. Kallas was an accountant
with KPMG Peat Marwick, San Francisco.

Mr. Kallas holds a Masters degree in Finance and Business Administration
from St. Marys College, a B.S. degree in Business Administration/Accounting
from the University of San Francisco and is a certified public accountant.

Elinor A. WexlerMs. Wexler, 53, was elected Vice President -
Administration and Secretary of CCC in August 1992. Ms. Wexler joined the
Board of Directors of CCC in June 1997. Ms. Wexler has been employed by CCC
since 1987, and is responsible for investor services, compliance and securities
registration. From 1983 to 1987, Ms. Wexler was Manager of Investor Services
for The Robert A. McNeil Corporation, a real estate syndication company, in San
Mateo, California. From 1971 to 1983, Ms. Wexler held various positions,
including securities trader and international research editor, with Nikko
Securities Co., International, based in San Francisco.

Ms. Wexler attended the University of Oregon, Portland State University
and the Hebrew University of Jerusalem, Israel. Ms. Wexler is also Vice
President and Secretary of Cronos Securities Corp. and a Registered Principal
with the NASD.

Peter J. YoungerMr. Younger, 45, was elected to the Board of Directors of
CCC in June 1997. See key management personnel of the Leasing Company for
further information.

John M. FoyMr. Foy, 56, was elected to the Board of Directors of CCC in
April 1999. See key management personnel of the Leasing Company for further
information.

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The key management personnel of the Leasing Company and its affiliates at
February 28, 2002, were as follows:

|                 |  |                                                     
|---------------- |  | ----------------------------------------------------
|Name             |  | Title                                               
|                 |  |                                                     
|Peter J. Younger |  | Chief Operating Officer/Chief Financial Officer     
|                
|John M. Foy      |  | Senior Vice President/Americas                      
|                
|Nico Sciacovelli |  | Senior Vice President/Europe, Middle East and Africa
|                
|John C. Kirby    |  | Senior Vice President/Operations                    

Peter J. YoungerMr. Younger, 45, was elected to the Board of Directors of
The Cronos Group on January 13, 2000. Mr. Younger will serve as a director
until the 2004 annual meeting and his successor is elected and takes office.
Mr. Younger was appointed as Chief Operating Officer of The Cronos Group on
August 4, 2000, and its Chief Financial Officer in March 1997. From 1991 to
1997, Mr. Younger served as Vice President of Finance for the Leasing Company,
located in the UK. From 1987 to 1991 Mr. Younger served as Vice President and
Controller for CCC in San Francisco. Prior to 1987, Mr. Younger was a
certified public accountant and a principal with the accounting firm of
Johnson, Glaze and Co. in Salem, Oregon. Mr. Younger holds a B.S. degree in
Business Administration from Western Baptist College, Salem, Oregon.

John M. FoyMr. Foy, 56, is directly responsible for the Leasing Companys
lease marketing and operations in North America, Central America, and South
America, and is based in San Francisco. From 1985 to 1993, Mr. Foy was Vice
President/Pacific with responsibility for dry cargo container lease marketing
and operations in the Pacific Basin. From 1977 to 1985 Mr. Foy was Vice
President of Marketing for Nautilus Leasing Services in San Francisco with
responsibility for worldwide leasing activities. From 1974 to 1977, Mr. Foy
was Regional Manager for Flexi-Van Leasing, a container lessor, with
responsibility for container leasing activities in the Western United States.
Mr. Foy holds a B.A. degree in Political Science from University of the
Pacific, and a Bachelor of Foreign Trade from Thunderbird Graduate School of
International Management.

Nico SciacovelliMr. Sciacovelli, 52, was elected Senior Vice President -
Europe, Middle East and Africa in June 1997. Mr. Sciacovelli is directly
responsible for the Leasing Companys lease marketing and operations in Europe,
the Middle East and Africa and is based in Italy. Since joining Cronos in
1983, Mr. Sciacovelli served as Area Director and Area Manager for Southern
Europe. Prior to joining Cronos, Mr. Sciacovelli was a Sales Manager at
Interpool Ltd.

John C. KirbyMr. Kirby, 48, is responsible for container purchasing,
contract and billing administration, container repairs and leasing-related
systems, and is based in the United Kingdom. Mr. Kirby joined CCC in 1985 as
European Technical Manager and advanced to Director of European Operations in
1986, a position he held with CCC, and later the Leasing Company, until his
promotion to Senior Vice President/Operations of the Leasing Company in 1992.
From 1982 to 1985, Mr. Kirby was employed by CLOU Containers, a container
leasing company, as Technical Manager based in Hamburg, Germany. Mr. Kirby
acquired a professional engineering qualification from the Mid-Essex Technical
College in England.

Section 16(a) Beneficial Ownership Reporting Compliance

The Registrant has followed the practice of reporting acquisitions and
dispositions of the Registrants units of limited partnership interests by CCC,
its general partner. As CCC did not acquire or dispose of any of the
Registrants units of limited partnership interests during the fiscal year
ended December 31, 2001, no reports of beneficial ownership under Section 16(a)
of the Securities Exchange Act of 1934, as amended, were filed with the SEC.

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Item 11. Executive Compensation

Beginning with the first quarter of 1991, the Registrant commenced monthly
distributions to its partners (general and limited) from distributable cash
from operations, allocated 95% to the limited partners and 5% to the general
partner. Sales proceeds are allocated 99% to the limited partners and 1% to
the general partner. These allocations remain in effect until such time as the
limited partners have received from the Registrant aggregate distributions in
an amount equal to their capital contributions plus a 10% cumulative,
compounded (daily) annual return on their adjusted capital contributions.
Thereafter, all Partnership distributions will be allocated 85% to the limited
partners and 15% to the general partner.

The Registrant will not pay or reimburse CCC or the Leasing Company for
any remuneration payable by them to their executive officers, directors or any
other controlling persons. However, the Registrant will reimburse the general
partner and the Leasing Company for certain services pursuant to the
Partnership Agreement. These services include but are not limited to (i)
salaries and related salary expenses for services which could be performed
directly for the Registrant by independent parties, such as legal, accounting,
transfer agent, data processing, operations, communications, duplicating and
other such services; (ii) performing administrative services necessary to the
prudent operations of the Registrant.

The following table sets forth the fees the Registrant paid (on a cash
basis) to CCC or the Leasing Company (CCL) for the year ended December 31,
2001.

|   |  |      |  |                                                                                                                                                                                                     |  |               |         | 
|-- |  | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | 
|   |  |      |  |                                                                                                                                                                                                     |  | Cash Fees and
|   |  | Name |  | Description                                                                                                                                                                                         |  | Distributions
|   |  |      |  |                                                                                                                                                                                                     |  |              
|1) |  | CCL  |  | Base management fees  equal to 7% of gross lease
revenues attributable to operating leases pursuant
to Section 4.3 of the Limited Partnership
Agreement                                            |  | $             | 206,407 | 
|  
|   |  | CCC  |  | Reimbursed administrative expenses  equal to the
costs expended by CCC and its affiliates for
services necessary to the prudent operation of the
Registrant pursuant to Section 4.4 of the Limited |  | $             | 23,428  | 
|  
|2) |  | CCL  |  | Partnership Agreement                                                                                                                                                                               |  | $             | 137,060 | 
|  
|3) |  | CCC  |  | Interest in Fund  5% of distributions of
distributable cash for any quarter pursuant to
Section 6.1 of the Limited Partnership Agreement                                                           |  | $             | 107,964 | 

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Item 12. Security Ownership of Certain Beneficial Owners and Management



| | (a) |  | Security Ownership of Certain Beneficial Owners
| | --- |  | -----------------------------------------------

There is no person or group of persons known to the management of CCC to
be the beneficial owner of more than five percent of the outstanding units of
limited partnership interests of the Registrant.



| | (b) |  | Security Ownership of Management
| | --- |  | --------------------------------

The Registrant has no directors or officers. It is managed by CCC. CCC
owns 6,791 units, representing 0.34% of the total amount of units outstanding.



| | (c) |  | Changes in Control
| | --- |  | ------------------

Inapplicable.




Item 13. Certain Relationships and Related Transactions



| | (a) |  | Transactions with Management and Others
| | --- |  | ---------------------------------------

The Registrants only transactions with management and other related parties
during 2001 were limited to those fees paid or amounts committed to be paid (on
an annual basis) to CCC, the general partner, and its affiliates, as well as
its payment of refrigerated container reshell costs to Cronos Equipment
(Bermuda) Ltd., an affiliate of CCC and the Leasing Company. See Item 11,
Executive Compensation, and Part I, Item 2, herein, for a description of
these payments.



| | (b) |  | Certain Business Relationships
| | --- |  | ------------------------------

Inapplicable.



| | (c) |  | Indebtedness of Management
| | --- |  | --------------------------

Inapplicable.



| | (d) |  | Transactions with Promoters
| | --- |  | ---------------------------

Inapplicable.

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PART IV




Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

|      |  |                                                                                        |  |     
|----- |  | -------------------------------------------------------------------------------------- |  | ----
|      |  |                                                                                        |  | Page
|      |  |                                                                                        |  |     
|(a)1. |  | Financial Statements                                                                   |  |     
|     
|      |  | Independent Auditors Report                                                           |  | 17  
|     
|(a)2. |  | The following financial statements of the Registrant are included in Part II, Item 8:  |  |     
|     
|      |  | Balance Sheets  as of December 31, 2001 and 2000                                      |  | 18  
|     
|      |  | Statements of Operations  for the years ended December 31, 2001, 2000 and 1999        |  | 19  
|     
|      |  | Statements of Partners Capital  for the years ended December 31, 2001, 2000 and 1999 |  | 20  
|     
|      |  | Statements of Cash Flows  for the years ended December 31, 2001, 2000 and 1999        |  | 21  
|     
|      |  | Notes to Financial Statements                                                          |  | 22  

All schedules are omitted as the information is not required or the
information is included in the financial statements or notes thereto.

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|(a) |  | 3. Exhibits
|--- |  | -----------

|        |  |                                                                                                                                                                                                                                             |  |                 
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------
|Exhibit |  |                                                                                                                                                                                                                                             |  |                 
|No.     |  | Description                                                                                                                                                                                                                                 |  | Method of Filing
|        |  |                                                                                                                                                                                                                                             |  |                 
|3(a)    |  | Limited Partnership Agreement of the Registrant,
amended and restated as of December 14, 1990                                                                                                                                               |  | *               
|       
|3(b)    |  | Certificate of Limited Partnership of the Registrant                                                                                                                                                                                        |  | **              
|       
|10(a)   |  | Form of Leasing Agent Agreement with LPI Leasing Partners International N.V.                                                                                                                                                                |  | ***             
|       
|10(b)   |  | Assignment of Leasing Agent Agreement dated January
1, 1992 between the Registrant, CCC (formerly
Intermodal Equipment Associates), Cronos Containers
N.V. (formerly LPI Leasing Partners International N.V.) and Cronos Containers Limited |  | ****            



|(b) |  | Reports on Form 8-K                                                                            
|--- |  | -----------------------------------------------------------------------------------------------
|   
|    |  | No reports on Form 8-K were filed by the Registrant during the quarter
ended December 31, 2001.



---

|*    |  | Incorporated by reference to Exhibit A to the Prospectus of the
Registrant dated December 14, 1990, included as part of Registration
Statement on Form S-1 (No. 33-36701)
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|**   |  | Incorporated by reference to Exhibit 3.2 to the Registration Statement on
Form S-1 (No. 33-36701)                                                                          
|    
|    
|    
|    
|***  |  | Incorporated by reference to Exhibit 10.2 to the Registration Statement
on Form S-1 (No. 33-36701)                                                                         
|    
|    
|    
|    
|**** |  | Incorporated by reference to Exhibit 10(b) to the Report on Form 10-K
for the fiscal year ended December 31, 1999                                                          

35



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



| | IEA INCOME FUND XI, L.P.
| | ------------------------



| | By         Cronos Capital Corp.              The General Partner
| | ----------------------------------------------------------------

| |                                                                                                           |                    
| | --------------------------------------------------------------------------------------------------------- | -------------------
| | By                                                                                                        | /s/ Dennis J. Tietz
| |                                                                                                          
| | Dennis J. Tietz
President and Director of Cronos Capital Corp. (CCC)
Principal Executive Officer of CCC

Date: March 18, 2002

Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Cronos
Capital Corp., the managing general partner of the Registrant, in the
capacities and on the dates indicated:

|                                    |  |                                                                                                                          |  |               
|----------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------ |  | --------------
|Signature                           |  | Title                                                                                                                    |  | Date          
|                                   
|/s/Dennis J. TietzDennis J. Tietz   |  | President and Director of
Cronos Capital Corp.
(CCC) (Principal Executive
Officer of CCC)                              |  | March 18, 2002
|                                   
|/s/John KallasJohn Kallas           |  | Chief Financial Officer and
Director of
Cronos Capital Corp. (CCC)
(Principal Financial and
Accounting Officer of CCC) |  | March 18, 2002
|                                   
|/s/Elinor A. WexlerElinor A. Wexler |  | Vice President-Administration,
Secretary and Director of
Cronos Capital Corp.                                            |  | March 18, 2002

Supplemental Information

The Registrants annual report will be furnished to its limited partners
on or about April 30, 2002. Copies of the annual report will be concurrently
furnished to the Commission for information purposes only, and shall not be
deemed to be filed with the Commission.

36



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##### Table of Contents






Exhibit Index

|        |  |                                                                                                                                                                                                                                             |  |                 
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------
|Exhibit |  |                                                                                                                                                                                                                                             |  |                 
|No.     |  | Description                                                                                                                                                                                                                                 |  | Method of Filing
|        |  |                                                                                                                                                                                                                                             |  |                 
|3(a)    |  | Limited Partnership Agreement of the Registrant,
amended and restated as of December 14, 1990                                                                                                                                               |  | *               
|       
|3(b)    |  | Certificate of Limited Partnership of the Registrant                                                                                                                                                                                        |  | **              
|       
|10(a)   |  | Form of Leasing Agent Agreement with LPI Leasing
Partners International N.V.                                                                                                                                                                |  | ***             
|       
|10(b)   |  | Assignment of Leasing Agent Agreement dated January
1, 1992 between the Registrant, CCC (formerly
Intermodal Equipment Associates), Cronos Containers
N.V. (formerly LPI Leasing Partners International
N.V.) and Cronos Containers Limited |  | ****            



---

|*    |  | Incorporated by reference to Exhibit A to the Prospectus of the
Registrant dated December 14, 1990, included as part of Registration
Statement on Form S-1 (No. 33-36701)
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|**   |  | Incorporated by reference to Exhibit 3.2 to the Registration Statement on
Form S-1 (No. 33-36701)                                                                          
|    
|    
|    
|    
|***  |  | Incorporated by reference to Exhibit 10.2 to the Registration Statement
on Form S-1 (No. 33-36701)                                                                         
|    
|    
|    
|    
|**** |  | Incorporated by reference to Exhibit 10(b) to the Report on Form 10-K
for the fiscal year ended December 31, 1999                                                          

37