FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

                  For the quarterly period ended June 30, 2002
   --------------------------------------------------------------------------

                                       OR

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

For the transition period from ____________________ to ______________________


                             Commission file number
                                     0-21560
                     ---------------------------------------


                            CNL Income Fund XI, Ltd.
-----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Florida                                         59-3078854
---------------------------------              ------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)


450 South Orange Avenue
Orlando, Florida                                           32801
----------------------------------              -----------------------------
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number
(including area code)                                  (407) 540-2000
                                                -----------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  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 _________

<page>

                                    CONTENTS





                                                                        Page
Part I.

     Item 1.      Financial Statements:

                      Condensed Balance Sheets                           1

                      Condensed Statements of Income                     2

                      Condensed Statements of Partners' Capital          3

                      Condensed Statements of Cash Flows                 4

                      Notes to Condensed Financial Statements            5-7

     Item 2.      Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                8-11

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk                                        11

Part II.

     Other Information                                                   12


<page>

                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>



                                                                                 June 30,              December 31,
                                                                                   2002                    2001
                                                                             -----------------       ------------------

 <c>
                              ASSETS

  Land and buildings on operating leases, net                                    $ 18,591,232            $  18,782,001
  Net investment in direct financing leases                                         6,365,194                6,443,181
  Real estate held for sale                                                         1,447,423                2,746,974
  Investment in joint ventures                                                      4,567,325                2,389,323
  Cash and cash equivalents                                                         1,478,518                  993,402
  Certificates of deposit                                                                  --                  218,217
  Receivables, less allowance for doubtful accounts
      of $321,527 and $487,127, respectively                                           16,158                  186,780
  Accrued rental income                                                             1,619,066                1,558,306
  Other assets                                                                        134,502                  133,544
                                                                             -----------------       ------------------

                                                                                 $ 34,219,418            $  33,451,728
                                                                             =================       ==================



                 LIABILITIES AND PARTNERS' CAPITAL

  Accounts payable and accrued expenses                                            $    3,690              $     9,153
  Real estate taxes payable                                                            15,666                   54,185
  Distributions payable                                                               875,006                  875,006
  Due to related parties                                                               23,469                   16,701
  Rents paid in advance and security deposits                                          72,709                   66,213
                                                                             -----------------       ------------------
      Total liabilities                                                               990,540                1,021,258

  Minority interests                                                                  509,056                  509,377

  Partners' capital                                                                32,719,822               31,921,093
                                                                             -----------------       ------------------

                                                                                 $ 34,219,418            $  33,451,728
                                                                             =================       ==================
</TABLE>
           See accompanying notes to condensed financial statements.
<page>

                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                         CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                                          Quarter Ended                  Six Months Ended
                                                                             June 30,                        June 30,
                                                                      2002              2001            2002            2001
                                                                  -------------     -------------  --------------   -------------

 <c>
Revenues:
    Rental income from operating leases                              $ 621,086         $ 572,017     $ 1,209,707      $1,125,191
    Earned income from direct financing leases                         314,175           204,332         525,141         397,678
    Interest and other income                                           49,159            12,412          49,249          40,729
                                                                  -------------     -------------  --------------   -------------
                                                                       984,420           788,761       1,784,097       1,563,598
                                                                  -------------     -------------  --------------   -------------

Expenses:
    General operating and administrative                                69,130            86,201         153,214         227,272
    Property expenses                                                   25,092            92,478          32,624         132,085
    Management fees to related party                                    13,133             8,026          23,934          16,539
    State and other taxes                                               10,078             5,313          31,779          29,869
    Depreciation                                                        94,879            95,002         190,769         190,005
    Provision for write-down of assets                                      --            61,588              --         105,537
                                                                  -------------     -------------  --------------   -------------
                                                                       212,312           348,608         432,320         701,307
                                                                  -------------     -------------  --------------   -------------
Income Before Minority Interests in Income of Consolidated
    Joint Ventures and Equity in Earnings of Unconsolidated
    Joint Ventures                                                     772,108           440,153       1,351,777         862,291

Minority Interests in Income of Consolidated
    Joint Ventures                                                     (16,999 )         (16,376 )       (33,441 )       (33,128 )

Equity in Earnings of Unconsolidated Joint Ventures                    584,639           (50,171 )       641,858         (44,215 )
                                                                  -------------     -------------  --------------   -------------

Income from Continuing Operations                                    1,339,748           373,606       1,960,194         784,948
                                                                  -------------     -------------  --------------   -------------

Discontinued Operations (Note 4):
    Income from discontinued operations, net                            77,278            74,925         146,401         145,838
    Gain on disposal of discontinued operations, net                   442,146                --         442,146              --
                                                                  -------------     -------------  --------------   -------------
                                                                       519,424            74,925         588,547         145,838
                                                                  -------------     -------------  --------------   -------------

Net Income                                                          $1,859,172         $ 448,531     $ 2,548,741       $ 930,786
                                                                  =============     =============  ==============   =============

Income Per Limited Partner Unit
    Continuing Operations                                             $   0.33          $   0.09       $    0.49        $   0.20
    Discontinued Operations                                               0.13              0.02            0.15            0.03
                                                                  -------------     -------------  --------------   -------------

Total                                                                 $   0.46          $   0.11       $    0.64        $   0.23
                                                                  =============     =============  ==============   =============

Weighted Average Number of Limited Partner
    Units Outstanding                                                4,000,000         4,000,000       4,000,000       4,000,000
                                                                  =============     =============  ==============   =============
</TABLE>
           See accompanying notes to condensed financial statements.
<page>



                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL

<TABLE>
<CAPTION>

                                                                           Six Months Ended          Year Ended
                                                                               June 30,             December 31,
                                                                                 2002                   2001
                                                                          --------------------    ------------------

 <c>
General partners:
    Beginning balance                                                           $     242,465          $    242,465
    Net income                                                                             --                    --
                                                                          --------------------    ------------------
                                                                                      242,465               242,465
                                                                          --------------------    ------------------

Limited partners:
    Beginning balance                                                              31,678,628            33,451,336
    Net income                                                                      2,548,741             1,727,316
    Distributions ($0.44 and $0.88 per
       limited partner unit, respectively)                                         (1,750,012 )          (3,500,024 )
                                                                          --------------------    ------------------
                                                                                   32,477,357            31,678,628
                                                                          --------------------    ------------------

Total partners' capital                                                        $   32,719,822          $ 31,921,093
                                                                          ====================    ==================
</TABLE>
           See accompanying notes to condensed financial statements.
<page>

                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                          Six Months Ended
                                                                                           June 30,
                                                                                    2002               2001
                                                                               ---------------    ---------------

 <c>
Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                    $  2,162,728        $ 1,597,124
                                                                               ---------------    ---------------

    Cash Flows from Investing Activities:
       Proceeds from sale of assets                                                 1,734,373                 --
       Investment in joint ventures                                                (1,839,798 )               --
       Redemption of certificates of deposit                                          211,587            208,640
                                                                               ---------------    ---------------
              Net cash provided by investing activities                               106,162            208,640
                                                                               ---------------    ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                           (1,750,012 )       (1,750,012 )
       Distributions to holders of minority interests                                 (33,762 )          (30,847 )
                                                                               ---------------    ---------------
              Net cash used in financing activities                                (1,783,774 )       (1,780,859 )
                                                                               ---------------    ---------------

Net Increase in Cash and Cash Equivalents                                             485,116             24,905

Cash and Cash Equivalents at Beginning of Period                                      993,402          1,006,620
                                                                               ---------------    ---------------

Cash and Cash Equivalents at End of Period                                       $  1,478,518        $ 1,031,525
                                                                               ===============    ===============

Supplemental Schedule of Non-Cash Financing
    Activities:

       Distributions declared and unpaid at end of
          quarter                                                                 $   875,006         $  875,006
                                                                               ===============    ===============
</TABLE>
           See accompanying notes to condensed financial statements.
<page>

                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2002 and 2001


1.       Basis of Presentation:

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of management,  necessary to a fair statement
         of the results for the interim periods presented. Operating results for
         the quarter and six months ended June 30, 2002 may not be indicative of
         the results that may be expected for the year ending December 31, 2002.
         Amounts as of December 31, 2001, included in the financial  statements,
         have been derived from audited financial statements as of that date.

         These unaudited financial statements should be read in conjunction with
         the financial statements and notes thereto included in Form 10-K of CNL
         Income Fund XI, Ltd. (the  "Partnership")  for the year ended  December
         31, 2001.

         The  Partnership  accounts for its 85% interest in Denver Joint Venture
         and  its  77.33%  interest  in  CNL/Airport  Joint  Venture  using  the
         consolidation  method.  Minority interests represent the minority joint
         venture   partners'   proportionate   share  of  the   equity   in  the
         Partnership's consolidated joint ventures. All significant intercompany
         accounts and transactions have been eliminated.

         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
         Financial  Accounting  Standards No. 144 "Accounting for the Impairment
         or Disposal of  Long-Lived  Assets."  This  statement  requires  that a
         long-lived  asset be  tested  for  recoverability  whenever  events  or
         changes in  circumstances  indicate that its carrying amount may not be
         recoverable.   The  carrying  amount  of  a  long-lived  asset  is  not
         recoverable  if it  exceeds  the  sum of the  undiscounted  cash  flows
         expected to result from the use and eventual  disposition of the asset.
         The assessment is based on the carrying amount of the asset at the date
         it is tested for recoverability.  An impairment loss is recognized when
         the carrying amount of a long-lived asset exceeds its fair value. If an
         impairment is recognized,  the adjusted carrying amount of a long-lived
         asset is its new cost  basis.  The  statement  also  requires  that the
         results of  operations of a component of an entity that either has been
         disposed  of or is  classified  as  held  for  sale  be  reported  as a
         discontinued   operation  if  the  disposal   activity  was   initiated
         subsequent to the adoption of the Standard.

2.       Reclassification:

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2002 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.

3.       Investment in Joint Ventures:

         In June 2002, the  Partnership  invested in two properties in Universal
         City and Schertz, Texas, as two separate tenants-in-common arrangements
         with CNL  Income  Fund VI,  Ltd.,  a Florida  limited  partnership  and
         affiliate  of the  general  partners.  The  Partnership  acquired  both
         properties  from CNL Funding  2001-A,  LP, an  affiliate of the general
         partners  (see Note 5). The  Partnership  and CNL Income  Fund VI, Ltd.
         entered  into  agreements  whereby  each  co-tenant  will  share in the
         profits and losses of each  property in  proportion  to its  applicable
         percentage interest.  As of June 30, 2002, the Partnership  contributed
         approximately  $897,200 and $942,500 for an 85.8% and a 90.5% interest,
         respectively, in these properties.
<page>
                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2002 and 2001


3.       Investment in Joint Ventures - Continued:

         In June 2002,  Ashland Joint Venture,  in which the  Partnership  has a
         62.16%  interest,  sold  its  Burger  King  property  in  Ashland,  New
         Hampshire   to  the  tenant  and   received   net  sales   proceeds  of
         approximately   $1,472,900,   resulting  in  a  gain  of  approximately
         $500,900. The financial results relating to this property are reflected
         as Discontinued  Operations below. The Joint Venture reinvested in June
         2002  the  majority  of the net  sales  proceeds  from the sale of this
         property  in a  property  in San  Antonio,  Texas.  The  Joint  Venture
         acquired the property from CNL Funding  2001-A,  LP an affiliate of the
         general partners for an approximate cost of $1,343,000 (see Note 5).

         Ashland Joint Venture, Des Moines Real Estate Joint Venture, Portsmouth
         Joint  Venture,  each owned and leased one  property  to an operator of
         national  fast-food  restaurants.  In  addition,  the  Partnership  and
         affiliates,  as tenants-in-common  in three separate  tenants-in-common
         arrangements,  each owned and leased one  property  to an  operator  of
         national  fast-food  restaurants.  The following presents the combined,
         condensed financial  information for the unconsolidated  joint ventures
         and the properties held as tenants-in-common with affiliates at:
<TABLE>
<CAPTION>

                                                                          June 30,                        December 31,
                                                                            2002                              2001
                                                                        --------------                   ---------------

 <c>
        Land and buildings on operating leases, net                       $ 5,606,536                      $  2,209,218
        Net investment in direct financing lease                              311,170                           313,339
        Real estate held for sale                                                  --                           983,074
        Cash                                                                   68,298                            15,352
        Restricted cash                                                       120,308                                --
        Receivables less, allowance for doubtful
            accounts                                                            6,431                             7,383
        Accrued rental income                                                 124,091                             7,543
        Other assets                                                            4,160                           115,767
        Liabilities                                                               110                            29,240
        Partners' capital                                                   6,240,884                         3,622,436


                                                           Quarter Ended June 30,          Six Months Ended June 30,
                                                          2002               2001            2002             2001
                                                       ------------      -------------   --------------  ---------------

        Revenues                                         $ 399,018          $  78,400        $ 486,950       $  118,242
        Expenses                                           (25,531 )         (134,448 )        (44,421 )       (156,433 )
                                                       ------------      -------------   --------------  ---------------
            Income (loss) from continuing operations       373,487            (56,048 )        442,529          (38,191 )
                                                       ------------      -------------   --------------  ---------------

        Discontinued operations:
            Revenues                                        25,026             30,474           51,147           60,948
            Expenses                                       (15,492 )          (14,457 )        (24,220 )        (24,708 )
            Gain on disposal of assets                     500,912                 --          500,912               --
                                                       ------------      -------------   --------------  ---------------
                                                           510,446             16,017          527,839           36,240
                                                       ------------      -------------   --------------  ---------------

        Net Income (Loss)                                $ 883,933         $  (40,031 )      $ 970,368       $   (1,951 )
                                                       ============      =============   ==============  ===============

</TABLE>
<page>

                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2002 and 2001


3.       Investment in Joint Ventures - Continued:

         The  Partnership  recognized  income of $641,858  and a loss of $44,215
         during the six months ended June 30, 2002 and 2001, respectively,  from
         these joint ventures, of which income of $584,639 and a loss of $50,171
         were  recorded  during  the  quarters  ended  June 30,  2002 and  2001,
         respectively.

4.       Discontinued Operations:

         In June 2002,  the  Partnership  sold its  Burger  King  properties  in
         Columbus,  Ohio and East  Detroit,  Michigan to the tenant and received
         net sales proceeds of approximately $1,734,400,  resulting in a gain of
         approximately   $442,100.  In  addition,  as  of  June  30,  2002,  the
         Partnership  was  negotiating  two  separate  agreements  to  sell  the
         properties in Highlands, California and Kent, Ohio.

         As a result, the Partnership  reclassified the assets relating to these
         properties from direct financing leases,  and from land and building on
         operating  leases,  to real estate held for sale. The  properties  were
         recorded at the lower of their carrying amounts or fair value less cost
         to sell. The Partnership  stopped  recording  depreciation  and accrued
         rental  income  once  the  properties  were  placed  up for  sale.  The
         financial  results for these  properties are reflected as  Discontinued
         Operations in the accompanying financial statements.

         The operating results of discontinued operations are as follows:
<TABLE>
<CAPTION>

                                                          Quarter Ended June 30,            Six Months Ended June 30,
                                                          2002              2001            2002            2001
                                                      -------------     --------------  -------------   --------------

 <c>
         Rental revenues                                 $  85,415         $   86,610      $ 165,614          169,167
         Expenses                                           (8,137 )          (11,685 )      (19,213 )        (23,329 )
         Gain on disposal of assets                        442,146                 --        442,146               --
                                                      -------------     --------------  -------------   --------------
         Income from discontinued operations             $ 519,424         $   74,925      $ 588,547          145,838
                                                      =============     ==============  =============   ==============
</TABLE>

5.       Related Party Transactions:

         In June 2002, the Partnership and CNL Income Fund VI, Ltd. acquired two
         properties  in Universal  City and Schertz,  Texas,  each Property as a
         separate  tenants-in-common  arrangement,  from CNL Funding 2001-A, LP,
         for a total purchase price of approximately $2,087,200 (see Note 3). In
         addition,  in June 2002,  Ashland Joint Venture  acquired a property in
         San Antonio,  Texas, from CNL Funding 2001-A,  LP, for a purchase price
         of approximately  $1,343,000 (see Note 3). CNL Funding 2001-A, LP is an
         affiliate of the general partners. CNL Funding 2001-A, LP had purchased
         and temporarily held title to the properties in order to facilitate the
         acquisition  of the properties by the  Partnership.  The purchase price
         paid by the  Partnership  and the joint venture  represented  the costs
         incurred by CNL Funding 2001-A, LP to acquire and carry the properties,
         including closing costs.



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         CNL Income  Fund XI,  Ltd.  (the  "Partnership")  is a Florida  limited
partnership  that was  organized on August 20, 1991 to acquire for cash,  either
directly or through  joint  venture  arrangements,  both newly  constructed  and
existing  restaurants,  as well as properties upon which  restaurants were to be
constructed  (the  "Properties"),  which are leased  primarily  to  operators of
national and regional  fast-food and family-style  restaurant chains. The leases
are, in general, triple-net leases, with the lessees responsible for all repairs
and maintenance,  property taxes, insurance, and utilities. As of June 30, 2001,
the Partnership  owned 34 Properties  directly and seven Properties  indirectly,
through  joint venture or tenancy in common  arrangements.  As of June 30, 2002,
the Partnership  owned 32 Properties  directly and eight Properties  indirectly,
through joint venture or tenancy in common arrangements.

Capital Resources

         The  Partnership's  primary  source of capital for the six months ended
June 30, 2002 and 2001 was cash from operating  activities  (which includes cash
received from tenants, distributions from joint ventures, and interest and other
income received,  less cash paid for expenses).  Cash from operating  activities
was  $2,162,728  and $1,597,124 for the six months ended June 30, 2002 and 2001,
respectively.  The increase in cash from operating activities for the six months
ended June 30,  2002 was  primarily  a result of changes in working  capital and
changes in income and expenses as described in "Results of Operations" below.

         Other sources and uses of capital included the following during the six
months ended June 30, 2002.

         In June 2002,  the  Partnership  sold its  Burger  King  properties  in
Columbus, Ohio and East Detroit,  Michigan, to the tenant and received net sales
proceeds  of  approximately  $1,734,400,  resulting  in a gain of  approximately
$442,100.  The Partnership reinvested in June 2002 the majority of the net sales
proceeds from the sale of these  Properties in two  Properties in Universal City
and Schertz,  Texas, each Property as a separate  tenants-in-common  arrangement
with CNL Income Fund VI, Ltd., a Florida  limited  partnership  and affiliate of
the general partners.  The Partnership and CNL Income Fund VI, Ltd. entered into
agreements  whereby each  co-tenant will share in the profits and losses of each
property in proportion to its  applicable  percentage  interest.  As of June 30,
2002, the  Partnership  contributed  approximately  $897,200 and $942,500 for an
85.8% and a 90.5% interest,  respectively,  in these properties. In addition, in
June  2002,  Ashland  Joint  Venture,  in  which  the  Partnership  has a 62.16%
interest,  sold its Burger King property in Ashland, New Hampshire to the tenant
and received net sales proceeds of approximately $1,472,900, resulting in a gain
of  approximately  $500,900.  The  Joint  Venture  reinvested  in June  2002 the
majority of the net sales  proceeds from the sale of this Property in a Property
in San Antonio, Texas.

         The Partnership  acquired these properties from CNL Funding 2001-A, LP,
a Delaware  limited  partnership and an affiliate of the general  partners.  CNL
Funding 2001-A, LP had purchased and temporarily held title to the Properties in
order to facilitate the  acquisition of the Properties by the  Partnership.  The
purchase  prices paid by the  Partnership  represented the costs incurred by CNL
Funding  2001-A,  LP to acquire the  Properties,  including  closing costs.  The
general partners believe that the transactions,  or a portion thereof,  relating
to the sales of the Properties and the reinvestment of the proceeds will qualify
as  like-kind  exchange  transactions  for  federal  income  tax  purposes.  The
Partnership  anticipates that its distributions will be sufficient to enable the
limited  partners  to pay  federal and state  income  taxes,  if any (at a level
reasonably assumed by the general partners), resulting from the transactions.

         Currently,  rental  income from the  Partnership's  Properties  and net
sales proceeds held by the  Partnership are invested in money market accounts or
other short-term,  highly liquid  investments such as demand deposit accounts at
commercial  banks,  money market accounts and  certificates of deposit with less
than a 90-day maturity date,  pending the Partnership's use of such funds to pay
Partnership expenses or to make distributions to the partners. At June 30, 2002,
the  Partnership  had $1,478,518  invested in such  short-term  investments,  as
compared  to  $993,402  at  December  31,  2001.  The  increase in cash and cash
equivalents  at June 30, 2002,  as compared to December  31, 2001 was  primarily
attributable to the fact that the Partnership received payment of past due rents
as described below in "Results of  Operations."  The funds remaining at June 30,
2002, after payment of distributions and other liabilities, will be used to meet
the Partnership's working capital and other needs.

Short-Term Liquidity

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them under  triple-net  leases to  operators  who  generally  meet
specified financial  standards  minimizes the Partnership's  operating expenses.
The general partners believe that the leases will continue to generate cash flow
in excess of operating expenses.

         The general  partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners  determine that such funds are available for  distribution.
Based on current and anticipated  future cash from  operations,  the Partnership
declared  distributions  to limited  partners of $1,750,012  for each of the six
months ended June 30, 2002 and 2001  ($875,006  for each of the  quarters  ended
June 30, 2002 and 2001).  This  represents  distributions  of $0.44 per unit for
each of the six  months  ended June 30,  2002 and 2001  ($0.22 per unit for each
applicable quarter).  No distributions were made to the general partners for the
six months ended June 30, 2002 and 2001. No amounts  distributed  to the limited
partners  for the six months  ended June 30, 2002 and 2001 are required to be or
have been  treated by the  Partnership  as a return of capital  for  purposes of
calculating   the   limited   partners'   return  on  their   adjusted   capital
contributions. The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.

         Total liabilities of the Partnership,  including distributions payable,
decreased  to $990,540 at June 30, 2002 from  $1,021,258  at December  31, 2001,
primarily  as a result of a decrease  in real estate  taxes  payable at June 30,
2002, as compared to December 31, 2001.  The general  partners  believe that the
Partnership  has  sufficient  cash on hand to meet its current  working  capital
needs.

Long-Term Liquidity

         The  Partnership  has no long-term  debt or other  long-term  liquidity
requirements.

Results of Operations

         Total rental revenues were $1,734,848 for the six months ended June 30,
2002, as compared to $1,522,869 for the six months ended June 30, 2001, of which
$935,261 and $776,349  were earned  during the second  quarter of 2002 and 2001,
respectively. Rental revenues were lower during the quarter and six months ended
June 30,  2001,  as compared  to the same  period in 2002,  due to the fact that
Phoenix Restaurant Group, Inc. and its Subsidiaries (collectively referred to as
"PRG"), the tenant of two Denny's Properties, experienced financial difficulties
and ceased paying rent in 2001. As a result, the Partnership stopped recognizing
rental  revenues from the Properties in Avon,  Colorado and Abilene,  Texas,  in
accordance with the Partnership's  revenue  recognition policy. In October 2001,
PRG filed for Chapter 11 bankruptcy protection. Since the bankruptcy filing, the
tenant resumed paying rent. The Partnership  received from PRG the rent payments
relating to these Properties from the bankruptcy date through May, 2002.  During
May 2002,  PRG  assigned  its leases to two new  tenants.  All other lease terms
remained  unchanged and are substantially  the same as the  Partnership's  other
leases.  As a result of the  assignment  relating  to the  Property  in Abilene,
Texas,  the Partnership  collected from one of the new tenants  $158,000 in past
due rents which were reserved in 2001.

         The increase in rental revenues during the quarter and six months ended
June 30, 2002, as compared to the same periods in 2001, was partially due to the
acquisition  of a Property in Houston,  Texas in December 2001 with the majority
of the net sales  proceeds  received  from the sale of the  Property in Sebring,
Florida.

         The  increase in rental  revenues  during the six months ended June 30,
2002, as compared to the same period in 2001,  was partially  offset by the fact
that the  Partnership  provided a rent reduction of $16,500 to the tenant of the
Property in Yelm, Washington.  The Partnership does not anticipate that the rent
reduction  will  have  an  adverse  effect  on  the  financial  position  of the
Partnership.

         The increase in rental revenues during the quarter and six months ended
June 30,  2002,  was also  partially  offset by the fact that the tenant for the
Properties in Oklahoma  City,  Oklahoma and McAllen,  Texas  exercised its lease
option  for  a  contingent  rent  reduction  to  be  applied  towards   Property
renovations.

         During the six months  ended June 30,  2002 and 2001,  the  Partnership
recognized income of $641,858 and a loss of $44,215, respectively,  attributable
to net operating  results reported by  unconsolidated  joint ventures,  of which
income of $584,639 and a loss of $50,171 were reported during the quarters ended
June 30, 2002 and 2001,  respectively.  Net operating  results reported by joint
ventures  were lower during the six months  ended June 30, 2001,  as compared to
the same period in 2002, due to the fact that PRG, the tenant of Corpus Christi,
Texas,  experienced financial  difficulties and ceased paying rent in 2001. As a
result,   the  Partnership  and  an  affiliate  of  the  general  partners,   as
tenants-in-common,  in which the  Partnership  owns an approximate 73% interest,
stopped recording rental revenues in accordance with the  Partnership's  revenue
recognition  policy.  Net operating results reported by joint ventures were also
lower during the quarter and six months ended June 30, 2001,  as compared to the
same periods in 2002,  due to the fact that the  Partnership  incurred  Property
related  expenses such as, legal fees,  insurance and real estate taxes relating
this Property. In October 2001, PRG filed for Chapter 11 bankruptcy  protection,
as described above. Since the bankruptcy filing, the tenant resumed paying rent.
The Partnership and the affiliate,  as tenants-in-common,  received from PRG the
rent payments  relating to this Property from the bankruptcy date through April,
2002. During April 2002, PRG assigned its lease to a new tenant, an affiliate of
the  general  partners.  All  other  lease  terms  remained  unchanged  and  are
substantially  the same as the  Partnership's  other leases.  As a result of the
assignment  relating to this Property,  the  Partnership  collected from the new
tenant  $309,700  in past due rents which were  reserved  in 2002 and 2001.  The
Partnership and the affiliate,  as tenants-in-common of this Property,  recorded
during the six months ended June 30, 2001 a provision  for  write-down of assets
of  approximately  $55,700 in previously  accrued rental income relating to this
Property.  The  accrued  rental  income was the  accumulated  amount of non-cash
accounting   adjustments  previously  recorded  in  order  to  recognize  future
scheduled  rent  increases  as income  evenly  over the term of the  lease.  The
provision  represented the difference between the carrying value of the Property
and its fair value.

         The  increase in net income  earned by  unconsolidated  joint  ventures
during the quarter and six months ended June 30,  2002,  as compared to the same
period in 2001,  was partially due to the fact that in June 2002,  Ashland Joint
Venture,  in which the Partnership owns a 62.16% interest,  sold its Property in
Ashland,  New Hampshire,  to the tenant and  recognized a gain of  approximately
$500,900, as described below.

         The  increase in net income  earned by  unconsolidated  joint  ventures
during the quarter and six months ended June 30, 2002 was also  partially due to
the fact that in June  2002,  the  Partnership  invested  in two  Properties  in
Universal City and Schertz, Texas, each Property as a separate tenants-in-common
arrangement  with CNL Income Fund VI, Ltd., a Florida  limited  partnership  and
affiliate of the general partners.

         During the six months ended June 30, 2002 and 2001, the Partnership and
its  consolidated  joint ventures earned $49,249 and $40,729,  respectively,  in
interest and other  income,  of which $49,159 and $12,412 were earned during the
quarters  ended June 30, 2002 and 2001,  respectively.  The increase in interest
and other  income  during the quarter and six months ended June 30, 2002 was due
to the fact  that the  Partnership  collected  $29,800  in  previously  reserved
reimbursable  charges  relating to the Property in Abilene,  Texas, as described
above.  The increase in interest  and other  income  during the six months ended
June 30, 2002 was offset by a decrease in interest  income  attributable  to the
redemption of certificates of deposit held by the Partnership.

         Operating expenses, including depreciation and amortization expense and
provision  for  write-down  of assets,  were  $432,320  and $701,307 for the six
months  ended  June 30,  2002 and  2001,  respectively,  of which  $212,312  and
$348,608  were  incurred  during  the  quarters  ended  June 30,  2002 and 2001,
respectively.  Operating  expenses were higher during the quarter and six months
ended June 30,  2001,  as compared  to the same period in 2002,  due to the fact
that the Partnership  recorded provisions for write-down of assets in the amount
of $61,588 in the  quarter  and six months  ended  June 30,  2001,  relating  to
previously accrued rental income, for the Properties in Abilene, Texas and Avon,
Colorado as a result of the financial difficulties PRG experienced, as described
above.  During the six months ended June 30, 2001, the Partnership also recorded
a provision for  write-down of assets of $43,949 in  previously  accrued  rental
income relating to the Property located in Sebring,  Florida. The accrued rental
income was the accumulated amount of non-cash accounting  adjustments previously
recorded in order to recognize  future scheduled rent increases as income evenly
over the term of the lease.  The provisions  represented the difference  between
the carrying  value of the Properties and their fair value at June 30, 2001. The
Partnership  sold the  Property in Sebring,  Florida in November  2001,  and PRG
assigned the leases relating to the two Properties in May 2002.

         Operating  expenses  were also higher  during the six months ended June
30,  2001,  as  compared to the same  period in 2002,  due to real estate  taxes
incurred in 2001 relating to the Property in Avon,  Colorado.  The tenant,  PRG,
experienced  financial  difficulties,  as described above. During the six months
ended June 30, 2002, the Partnership incurred lower administrative  expenses for
servicing the Partnership and its Properties.

         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
Financial  Accounting  Standards  No.  144  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets." This statement requires that a long-lived asset
be tested  for  recoverability  whenever  events  or  changes  in  circumstances
indicate that its carrying amount may not be recoverable. The carrying amount of
a long-lived  asset is not recoverable if it exceeds the sum of the undiscounted
cash flows  expected  to result  from the use and  eventual  disposition  of the
asset.  The assessment is based on the carrying  amount of the asset at the date
it is tested for  recoverability.  An  impairment  loss is  recognized  when the
carrying  amount of a long-lived  asset exceeds its fair value. If an impairment
is recognized,  the adjusted  carrying  amount of a long-lived  asset is its new
cost basis.  The  statement  also  requires  that the results of operations of a
component of an entity that either has been disposed of or is classified as held
for sale be reported as a  discontinued  operation if the disposal  activity was
initiated subsequent to the adoption of the Standard.

         In June 2002,  the  Partnership  sold its  Burger  King  properties  in
Columbus, Ohio and East Detroit,  Michigan, to the tenant resulting in a gain of
approximately  $442,100, as described above in "Capital Resources." In addition,
the Partnership is negotiating two separate agreements to sell the properties in
Highlands,  California  and  Kent,  Ohio.  The  Partnership  expects  to use the
proceeds from the anticipated  sales to reinvest in additional  income producing
Properties.  In accordance with Statement of Financial  Accounting Standards No.
144,  "Accounting  for the  Impairment  or Disposal of  Long-Lived  Assets," the
Partnership  reclassified  the assets relating to these Properties from land and
building on operating leases,  direct financing leases and accrued rental income
to real estate held for sale. The Properties were recorded at the lower of their
carrying  amounts  or fair  value  less cost to sell.  The  Partnership  stopped
recording  depreciation and accrued rental income upon placing the Properties up
for sale. The  Partnership  recognized net rental income (rental income relating
to the  Properties  less  Property  related  expenses)  of $146,401 and $145,838
during  the six  months  ended June 30,  2002 and 2001,  respectively,  of which
$77,278 and  $74,925  were earned  during the  quarters  ended June 30, 2002 and
2001, respectively.  The amounts were reported as Discontinued Operations in the
financial statements.

         In June 2002,  Ashland Joint Venture,  in which the  Partnership  has a
62.16% interest,  sold its Burger King property in Ashland, New Hampshire to the
tenant and received net sales proceeds of approximately $1,472,900, resulting in
a gain of  approximately  $500,900,  as discussed above in "Capital  Resources."
Ashland  Joint  Venture  recognized  net rental  income  (rental  revenues  less
Property  related  expenses) of $26,927 and $36,240  during the six months ended
June 30, 2002 and 2001,  respectively,  of which  $9,534 and $16,017 were earned
during  the  quarters   ended  June  30,  2002  and  2001,   respectively.   The
Partnership's pro-rata share of these amounts are included in equity in earnings
of unconsolidated joint ventures in the accompanying financial statements.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.
<page>
                           PART II. OTHER INFORMATION


Item 1.       Legal Proceedings.   Inapplicable.

Item 2.       Changes in Securities.  Inapplicable.

Item 3.       Defaults upon Senior Securities.  Inapplicable.

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

Item 5.       Other Information.  Inapplicable.

Item 6.       Exhibits and Reports on Form 8-K.

              (a)  Exhibits

                     3.1  Affidavit and  Certificate  of Limited  Partnership of
                          CNL Income Fund XI, Ltd.  (Included  as Exhibit 3.2 to
                          Registration  Statement No.  33-43278 on Form S-11 and
                          incorporated herein by reference.)

                     4.1  Affidavit and  Certificate  of Limited  Partnership of
                          CNL Income  Fund XI,  Ltd.  (Included  Exhibit  3.2 to
                          Registration  Statement  33-43278  on  Form  S-11  and
                          incorporated herein by reference.)

                     4.2  Amended and Restated Agreement of Limited  Partnership
                          of CNL Income Fund XI, Ltd.  (Included  as Exhibit 4.2
                          to Form 10-K filed with the  Securities  and  Exchange
                          Commission on April 15, 1993, and incorporated  herein
                          by reference.)

                     10.1 Management  Agreement between CNL Income Fund XI, Ltd.
                          and CNL Investment  Company  (Included as Exhibit 10.1
                          to Form 10-K filed with the  Securities  and  Exchange
                          Commission on April 15, 1993, and incorporated  herein
                          by reference.)

                     10.2 Assignment of Management Agreement from CNL Investment
                          Company  to  CNL  Fund  Advisors,  Inc.  (Included  as
                          Exhibit  10.2 to Form 10-K filed  with the  Securities
                          and  Exchange   Commission  on  March  30,  1995,  and
                          incorporated herein by reference.)

                     10.3 Assignment  of  Management  Agreement  from CNL Income
                          Fund  Advisors,   Inc.  to  CNL  Fund  Advisors,  Inc.
                          (Included  as Exhibit 10.3 to Form 10-K filed with the
                          Securities  and Exchange  Commission on April 1, 1996,
                          and incorporated herein by reference.)

                     10.4 Assignment  of  Management  Agreement  from  CNL  Fund
                          Advisors,  Inc. to CNL APF  Partners,  LP (Included as
                          Exhibit  10.4 to Form 10-Q filed  with the  Securities
                          and  Exchange  Commission  on  August  14,  2001,  and
                          incorporated herein by reference.)

                     10.5 Assignment  of  Management   Agreement  from  CNL  APF
                          Partners,  LP to CNL  Restaurants  XVIII,  Inc. (Filed
                          herewith.)

                     (b)  Reports on Form 8-K

                          No reports on Form 8-K were filed  during the  quarter
                          ended June 30, 2002.

<page>
                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

DATED this 12th day of August, 2002.


                                          CNL INCOME FUND XI, LTD.

                                          By:CNL REALTY CORPORATION
                                             General Partner


                                             By:/s/ James M. Seneff, Jr.
                                                ------------------------------
                                                JAMES M. SENEFF, JR.
                                                Chief Executive Officer
                                                (Principal Executive Officer)


                                             By:/s/ Robert A. Bourne
                                                ------------------------------
                                                ROBERT A. BOURNE
                                                President and Treasurer
                                                (Principal Financial and
                                                Accounting Officer)
<page>

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                          OF CORPORATE GENERAL PARTNER

            PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, James M. Seneff, Jr., the Chief Executive Officer of CNL Realty
Corporation,  the  corporate  general  partner of CNL Income Fund XI, Ltd.  (the
"Partnership"),  has executed this  certification  in connection with the filing
with the  Securities  and Exchange  Commission  of the  Partnership's  Quarterly
Report on Form 10-Q for the period  ending  June 30,  2002 (the  "Report").  The
undersigned hereby certifies that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) the  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.



Date:   August 12, 2002                          /s/ James M. Seneff, Jr.
                                                 ----------------------------
                                                 Name:  James M. Seneff, Jr.
                                                 Title: Chief Executive Officer

<page>


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                          OF CORPORATE GENERAL PARTNER

            PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The  undersigned,  Robert A. Bourne,  the  President and Treasurer of CNL Realty
Corporation,  the  corporate  general  partner of CNL Income Fund XI, Ltd.  (the
"Partnership"),  has executed this  certification  in connection with the filing
with the  Securities  and Exchange  Commission  of the  Partnership's  Quarterly
Report on Form 10-Q for the period  ending  June 30,  2002 (the  "Report").  The
undersigned hereby certifies that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) the  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.



Date:  August 12, 2002                        /s/ Robert A. Bourne
                                              ------------------------------
                                              Name:  Robert A. Bourne
                                              Title: President and Treasurer
<page>
                                  EXHIBIT INDEX


     Exhibit Number

        3.1   Affidavit and  Certificate  of Limited  Partnership  of CNL Income
              Fund XI, Ltd.  (Included as Exhibit 3.2 to Registration  Statement
              No. 33-43278 on Form S-11 and incorporated herein by reference.)

        4.1   Affidavit and  Certificate  of Limited  Partnership  of CNL Income
              Fund XI,  Ltd.  (Included  Exhibit 3.2 to  Registration  Statement
              33-43278 on Form S-11 and incorporated herein by reference.)

        4.2   Amended  and  Restated  Agreement  of Limited  Partnership  of CNL
              Income Fund XI, Ltd.  (Included  as Exhibit 4.2 to Form 10-K filed
              with the Securities and Exchange Commission on April 15, 1993, and
              incorporated herein by reference.)

        10.1  Management  Agreement  between CNL Income  Fund XI,  Ltd.  and CNL
              Investment  Company  (Included  as Exhibit 10.1 to Form 10-K filed
              with the Securities and Exchange Commission on April 15, 1993, and
              incorporated herein by reference.)

        10.2  Assignment of Management  Agreement from CNL Investment Company to
              CNL Fund  Advisors,  Inc.  (Included  as Exhibit 10.2 to Form 10-K
              filed with the  Securities  and Exchange  Commission  on March 30,
              1995, and incorporated herein by reference.)

        10.3  Assignment of Management  Agreement from CNL Income Fund Advisors,
              Inc. to CNL Fund Advisors,  Inc. (Included as Exhibit 10.3 to Form
              10-K filed with the Securities and Exchange Commission on April 1,
              1996, and incorporated herein by reference.)

        10.4  Assignment of Management Agreement from CNL Fund Advisors, Inc. to
              CNL APF Partners,  LP (Included as Exhibit 10.4 to Form 10-Q filed
              with the  Securities  and Exchange  Commission on August 14, 2001,
              and incorporated herein by reference.)

        10.5  Assignment of Management  Agreement  from CNL APF Partners,  LP to
              CNL Restaurants XVIII, Inc. (Filed herewith.)

<page>








                                  EXHIBIT 10.5