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 September 30, 1997

                                       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 juris-                   (I.R.S. Employer
   diction of incorporation                 Identification No.)
      or organization)


400 E. South Street, #500
Orlando, Florida                                   32801
   (Address of principal                        (Zip Code)
     executive offices)


Registrant's telephone number
   (including area code)                      (407) 422-1574


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






Part I                                                           Page

  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


Part II

  Other Information                                              12


<PAGE>



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


                                              September 30,       December 31,
            ASSETS                                 1997               1996
                                              -------------       -----------

Land and buildings on operating
  leases, less accumulated
  depreciation of $2,340,464 and
  $1,996,469                                  $23,675,682        $24,019,677
Net investment in direct financing
  leases                                        6,634,295          6,686,367
Investment in joint ventures                    2,560,118          1,537,430
Cash and cash equivalents                       1,262,101          1,225,860
Restricted cash                                        -           1,047,822
Receivables, less allowance for
  doubtful accounts of $16,364 and
  $14,746                                          33,682             92,546
Prepaid expenses                                   15,757             13,227
Organization costs, less accumulated
  amortization of $10,000 and $9,411                   -                 589
Accrued rental income                           1,471,351          1,257,503
Other assets                                      122,024            122,024
                                              -----------        -----------

                                              $35,775,010        $36,003,045
                                              ===========        ===========


LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                              $     4,704        $     2,202
Escrowed real estate taxes payable                 27,258             21,573
Distributions payable                             875,006            915,006
Due to related parties                              9,789              2,121
Rents paid in advance and deposits                 68,817             61,196
                                              -----------        -----------
    Total liabilities                             985,574          1,002,098

Commitment (Note 4)

Minority interests                                498,213            487,770

Partners' capital                              34,291,223         34,513,177
                                              -----------        -----------

                                              $35,775,010        $36,003,045
                                              ===========        ===========










            See accompanying notes to condensed financial statements.

                                        1

<PAGE>



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

<TABLE>
<CAPTION>

                                                            Quarter Ended                    Nine Months Ended
                                                            September 30,                       September 30,
                                                     1997             1996               1997              1996
                                                  ----------       ----------         ----------        ----------
<S> <C>
Revenues:
  Rental income from
    operating leases                              $  675,491       $  691,100         $2,026,676        $2,082,082
  Earned income from direct
    financing leases                                 208,391          215,739            629,142           638,362
  Contingent rental income                            46,040           59,465            115,123           133,843
  Interest and other income                           25,999           14,196             53,455            55,744
                                                  ----------       ----------         ----------        ----------
                                                     955,921          980,500          2,824,396         2,910,031
                                                  ----------       ----------         ----------        ----------

Expenses:
  General operating and
    administrative                                    36,804           40,236            111,662           129,720
  Professional services                                6,046            5,948             23,451            21,149
  Management fees to
    related parties                                    9,327            9,318             27,575            27,502
  State and other taxes                                   -                -              25,779            25,973
  Depreciation and
    amortization                                     114,665          120,306            344,584           360,919
                                                  ----------       ----------         ----------        ----------
                                                     166,842          175,808            533,051           565,263
                                                  ----------       ----------         ----------        ----------

Income Before Minority
  Interests in Income of
  Consolidated Joint
  Ventures and Equity in
  Earnings of Unconsoli-
  dated Joint Ventures                               789,079          804,692          2,291,345         2,344,768

Minority Interests in
  Income of Consolidated
  Joint Ventures                                     (17,628)         (17,654)           (52,226)          (52,091)

Equity in Earnings of
  Unconsolidated Joint
  Ventures                                            58,782           30,777            163,945            87,375
                                                  ----------       ----------         ----------        ----------

Net Income                                        $  830,233       $  817,815         $2,403,064        $2,380,052
                                                  ==========       ==========         ==========        ==========

Allocation of Net Income:
  General partners                                $    8,303       $    8,178         $   24,031        $   23,801
  Limited partners                                   821,930          809,637          2,379,033         2,356,251
                                                  ----------       ----------         ----------        ----------

                                                  $  830,233       $  817,815         $2,403,064        $2,380,052
                                                  ==========       ==========         ==========        ==========

Net Income Per Limited
  Partner Unit                                    $     0.21       $     0.20         $     0.59        $     0.59
                                                  ==========       ==========         ==========        ==========

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.

                                        2

<PAGE>



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


                                 Nine Months Ended               Year Ended
                                    September 30,               December 31,
                                        1997                        1996
                                 -----------------              ----------

General partners:
  Beginning balance                $   143,281                 $   109,925
  Net income                            24,031                      33,356
                                   -----------                 -----------
                                       167,312                     143,281
                                   -----------                 -----------

Limited partners:
  Beginning balance                 34,369,896                  34,478,571
  Net income                         2,379,033                   3,431,349
  Distributions ($0.66 and $0.89
    per limited partner unit,
    respectively)                   (2,625,018)                 (3,540,024)
                                   -----------                 -----------
                                    34,123,911                  34,369,896
                                   -----------                 -----------

Total partners' capital            $34,291,223                 $34,513,177
                                   ===========                 ===========




            See accompanying notes to condensed financial statements.

                                        3

<PAGE>



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


                                                     Nine Months Ended
                                                      September 30,
                                                1997               1996
                                            -----------         -----------

Increase (Decrease) in Cash and
  Cash Equivalents:

    Net Cash Provided by Operating
      Activities                            $ 2,743,042         $ 2,713,459
                                            -----------         -----------

    Cash Flows from Investing
      Activities:
        Investment in joint ventures         (1,044,750)                 -
        Decrease in restricted cash           1,044,750                  -
                                            -----------         ----------
            Net cash provided by
              investing activities                   -                   -
                                            -----------         ----------

    Cash Flows from Financing
      Activities:
        Distributions to limited
          partners                           (2,665,018)         (2,665,018)
        Distributions to holders
          of minority interests                 (41,783)            (43,455)
                                            -----------        ------------
            Net cash used in
              financing activities           (2,706,801)         (2,708,473)
                                            -----------         -----------

Net Increase in Cash and Cash
  Equivalents                                    36,241               4,986

Cash and Cash Equivalents at
  Beginning of Period                         1,225,860           1,222,888
                                            -----------         -----------

Cash and Cash Equivalents at
  End of Period                             $ 1,262,101         $ 1,227,874
                                            ===========         ===========

Supplemental Schedule of Non-Cash
  Financing Activities:

    Distributions declared and
      unpaid at end of period               $   875,006         $   875,006
                                            ===========         ===========










            See accompanying notes to condensed financial statements.

                                        4

<PAGE>



                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 1997 and 1996


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 nine  months  ended  September  30,  1997,  may not be
         indicative  of the  results  that may be  expected  for the year ending
         December  31, 1997.  Amounts as of December  31, 1996,  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, 1996.

         The  Partnership  accounts for its 85 percent  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 equity in the Partnership's
         consolidated joint ventures. All significant  intercompany accounts and
         transactions have been eliminated.

2.       Investment in Joint Ventures:

         In  January  1997,  the  Partnership  acquired  a 72.5%  interest  in a
         Black-eyed Pea property in Corpus Christi,  Texas, as tenants-in-common
         with an affiliate of the general partners. The Partnership accounts for
         its  investment  in this  property  using the equity  method  since the
         Partnership  shares control with an affiliate,  and amounts relating to
         its investment are included in investment in joint ventures.

                                        5

<PAGE>



                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
           Quarters and Nine Months Ended September 30, 1997 and 1996


2.       Investment in Joint Ventures:

         The following presents the combined,  condensed  financial  information
         for all of the Partnership's investments in joint ventures at:

                                            September 30,         December 31,
                                                1997                  1996

                  Land and buildings on
                    operating leases,
                    less accumulated
                    depreciation               $3,532,463          $2,152,524
                  Cash                              9,021                 722
                  Prepaid expenses                  5,230               6,606
                  Accrued rental income            89,055              59,917
                  Liabilities                       9,010                 343
                  Partners' capital             3,626,759           2,219,426
                  Revenues                        303,917             239,454
                  Net income                      230,533             169,376

         The Partnership  recognized  income totalling  $163,945 and $87,375 for
         the nine months ended September 30, 1997 and 1996,  respectively,  from
         these joint  ventures,  $58,782 and $30,777 of which was earned  during
         the quarters ended September 30, 1997 and 1996, respectively.

3.       Concentration of Credit Risk:

         The  following  schedule  presents  total rental and earned income from
         individual  lessees,  each  representing  more than ten  percent of the
         Partnership's   total   rental  and  earned   income   (including   the
         Partnership's share of rental and earned income from the unconsolidated
         joint ventures), for the quarters ended September 30:

                                                      1997              1996
                                                    --------          ------

                  Flagstar Enterprises, Inc.,
                    Denny's, Inc. and Quincy's
                    Restaurants, Inc.               $588,016          $580,695
                  Foodmaker, Inc.                    576,024           576,024
                  Burger King Corporation and
                    BK Acquisition, Inc.             534,305           534,251
                  Golden Corral Corporation          369,115           372,797
                  DenAmerica Corp.                   364,725           277,544

                                        6

<PAGE>



                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
           Quarters and Nine Months Ended September 30, 1997 and 1996


3.       Concentration of Credit Risk - Continued:

         Although  the  Partnership's   properties  are  geographically  diverse
         throughout the United States and the  Partnership's  lessees  operate a
         variety of  restaurant  concepts,  default by any one of these  lessees
         could   significantly   impact  the  results  of   operations   of  the
         Partnership.  However,  the general  partners  believe that the risk of
         such a default is reduced due to the  essential or important  nature of
         these properties for the on-going operations of the lessees.

4.       Commitment:

         During  1996,  the  Partnership  entered  into  an  agreement  with  an
         unrelated  third party to sell the Burger King property in Nashua,  New
         Hampshire.  The general  partners  believe that the  anticipated  sales
         price will exceed the Partnership's  cost attributable to the property;
         however, as of October 31, 1997, the sale had not occurred.

                                        7

<PAGE>



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  triple-net  leases,  with  the  lessees  responsible  for all  repairs  and
maintenance,  property taxes, insurance and utilities. As of September 30, 1997,
the Partnership  owned 39 Properties,  including four Properties  owned by joint
ventures in which the  Partnership is a co-venturer  and one Property owned with
an affiliate as tenants-in-common.

Liquidity and Capital Resources

         The  Partnership's  primary source of capital for the nine months ended
September  30, 1997 and 1996,  was cash from  operations  (which  includes  cash
received from tenants, distributions from joint ventures, and interest and other
income  received,  less  cash  paid for  expenses).  Cash  from  operations  was
$2,743,042 and $2,713,459 for the nine months ended September 30, 1997 and 1996,
respectively.  The  increase in cash from  operations  for the nine months ended
September  30,  1997,  is primarily a result of changes in income and expense as
discussed  in "Results  of  Operations"  below and changes in the  Partnership's
working capital.

         In January 1997, the  Partnership  reinvested the net sales proceeds of
$1,044,750  it received  from the sale,  in November  1996,  of the  Property in
Philadelphia,  Pennsylvania,  in a  Black-eyed  Pea  Property  located in Corpus
Christi,  Texas, with an affiliate of the general partners as tenants-in-common.
In connection  therewith,  the  Partnership  and the  affiliate  entered into an
agreement  whereby each  co-venturer will share in the profits and losses of the
Property in proportion to its applicable  percentage  interest.  As of September
30, 1997, the Partnership owned a 72.5% interest in this Property.

         Currently,  rental income from the Partnership's Properties is invested
in money market accounts or other short-term,  highly liquid investments pending
the  Partnership's  use of such  funds to pay  Partnership  expenses  or to make
distributions  to the  partners.  At September  30, 1997,  the  Partnership  had
$1,262,101 invested in such short-term investments, as compared to $1,225,860 at
December 31, 1996. The funds  remaining at September 30, 1997,  after payment of
distributions  and  other  liabilities,  will be used to meet the  Partnership's
working capital and other needs.

                                        8

<PAGE>



Liquidity and Capital Resources - Continued

         Total liabilities of the Partnership,  including distributions payable,
decreased to $985,574 at September  30, 1997,  from  $1,002,098  at December 31,
1996, primarily as a result of the Partnership's accruing a special distribution
payable to the limited  partners of $40,000 at December 31, 1996, which was paid
in January 1997 from  cumulative  excess  operating  reserves.  The decrease was
partially  offset by an  increase  in rents paid in  advance  and due to related
parties at September 30, 1997. The general partners believe that the Partnership
has sufficient cash on hand to meet its current working capital needs.

         During  1996,  the  Partnership  entered  into  an  agreement  with  an
unrelated third party to sell the Burger King Property in Nashua, New Hampshire.
The general  partners  believe that the anticipated  sales price will exceed the
Partnership's  cost  attributable  to the Property;  however,  as of October 31,
1997, the sale had not occurred.

         Based  primarily  on cash from  operations,  the  Partnership  declared
distributions  to the limited partners of $2,625,018 for each of the nine months
ended  September  30, 1997 and 1996  ($875,006  for each of the  quarters  ended
September 30, 1997 and 1996). This represents  distributions for each applicable
nine months of $0.66 per unit ($0.22 per unit for each applicable  quarter).  No
distributions were made to the general partners for the quarters and nine months
ended  September 30, 1997 and 1996. No amounts  distributed or to be distributed
to the limited  partners for the nine months ended  September 30, 1997 and 1996,
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.

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them  under  triple-net  leases to  operators  who 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.

Results of Operations

         During the nine months ended  September 30, 1996, the  Partnership  and
its  consolidated  joint ventures,  Denver Joint Venture and  CNL/Airport  Joint
Venture,  owned and leased 37 wholly owned Properties (including one Property in
Philadelphia, Pennsylvania, which was sold in November 1996) and during the nine

                                        9

<PAGE>



Results of Operations - Continued

months ended  September 30, 1997, the  Partnership  and its  consolidated  joint
ventures  owned and leased 36 wholly owned  Properties to operators of fast-food
and family-style  restaurant  chains. In connection  therewith,  during the nine
months ended September 30, 1997 and 1996, the Partnership,  Denver Joint Venture
and CNL/Airport Joint Venture earned $2,655,818 and $2,720,444, respectively, in
rental  income from  operating  leases and earned  income from direct  financing
leases,  $883,882  and $906,839 of which was earned  during the  quarters  ended
September  30, 1997 and 1996,  respectively.  The  decrease in rental and earned
income during the quarter and nine months ended  September 30, 1997, as compared
to  the  quarter  and  nine  months  ended  September  30,  1996,  is  primarily
attributable  to a decrease of  approximately  $18,400 and  $55,100,  during the
quarter and nine months ended September 30, 1997,  respectively,  as a result of
the sale of the Property in  Philadelphia,  Pennsylvania,  in November  1996. In
January 1997, the Partnership reinvested the net sales proceeds in a Property in
Corpus Christi,  Texas, with an affiliate of the general partners,  as discussed
above in "Liquidity and Capital Resources."

         In addition,  during the nine months ended September 30, 1997 and 1996,
the Partnership earned $115,123 and $133,843, respectively, in contingent rental
income,  $46,040  and  $59,465 of which was earned  during  the  quarters  ended
September 30, 1997 and 1996,  respectively.  The decrease in  contingent  rental
income during the quarter and nine months ended  September 30, 1997, as compared
to the quarter and nine months ended  September  30, 1996, is primarily due to a
decrease of approximately $8,700 and $24,700,  respectively,  as a result of the
sale of the Property in Philadelphia, Pennsylvania, in November 1996.

         The  decrease in  contingent  rental  income for the nine months  ended
September  30,  1997 was offset by an increase in  contingent  rental  income of
approximately  $8,700 due to the  subleasing  in July 1996,  of the  Property in
Lynchburg,  Virginia.  This Property had been previously closed and its sublease
requires the payment of contingent rental income.

         In addition, for the nine months ended September 30, 1997 and 1996, the
Partnership  owned and leased two  Properties  indirectly  through  other  joint
venture  arrangements  and during the nine months ended  September 30, 1997, the
Partnership   owned   and   leased   one   Property   with   an   affiliate   as
tenants-in-common.  In  connection  therewith,  during  the  nine  months  ended
September  30, 1997 and 1996,  the  Partnership  earned  $163,945  and  $87,375,
respectively,   attributable  to  net  income  earned  by  unconsolidated  joint
ventures,  $58,782 and  $30,777 of which was earned  during the  quarters  ended
September 30, 1997 and 1996, respectively.  The increase in net income earned by
joint ventures  during the quarter and nine months ended  September 30, 1997, is
primarily due to the fact that in

                                       10

<PAGE>



Results of Operations - Continued

January 1997, the Partnership reinvested the net sales proceeds it received from
the sale, in November 1996, of the Property in Philadelphia,  Pennsylvania, in a
Black-eyed  Pea in Corpus  Christi,  Texas,  with an  affiliate  of the  general
partners as tenants-in-common.

         During  the  nine  months  ended   September  30,  1997,  five  of  the
Partnership's   lessees  (or  groups  of  affiliated   lessees),   (i)  Flagstar
Enterprises,  Inc.,  Denny's Inc.,  and Quincy's  Restaurants,  Inc.  (which are
affiliated entities under common control of Flagstar  Corporation)  (hereinafter
referred to as Flagstar  Corporation),  (ii) Foodmaker,  Inc., (iii) Burger King
Corporation and BK Acquisition, Inc. (which are affiliated entities under common
control)  (hereinafter  referred to as Burger King  Corp.),  (iv) Golden  Corral
Corporation and (v) DenAmerica  Corp., each contributed more than ten percent of
the  Partnership's  total rental income  (including the  Partnership's  share of
rental  income  from  four  Properties  owned by  joint  ventures  in which  the
Partnership  is a  co-venturer  and one  Property  owned  with an  affiliate  as
tenants-in-common).  As of September  30,  1997,  Flagstar  Corporation  was the
lessee under leases relating to nine restaurants, Foodmaker, Inc. was the lessee
under leases  relating to eight  restaurants,  Burger King Corp.  was the lessee
under leases relating to eight  restaurants,  Golden Corral  Corporation was the
lessee under leases relating to three  restaurants and DenAmerica  Corp. was the
lessee under leases relating to four  restaurants and one restaurant  owned with
an affiliate as tenants-in-common.  It is anticipated that, based on the minimum
rental  payments  required  by the  leases,  these  five  lessees  or  groups of
affiliated lessees each will continue to contribute more than ten percent of the
Partnership's  total rental income  during the remainder of 1997 and  subsequent
years.  Any failure of these lessees could materially  affect the  Partnership's
income.

         Operating expenses,  including  depreciation and amortization  expense,
were  $533,051 and $565,263  for the nine months  ended  September  30, 1997 and
1996,  respectively,  of which  $166,842  and  $175,808  were  incurred  for the
quarters  ended  September  30,  1997 and 1996,  respectively.  The  decrease in
operating  expenses during the quarter and nine months ended September 30, 1997,
as  compared  to the  quarter  and nine months  ended  September  30,  1996,  is
partially  attributable to a decrease in accounting and administrative  expenses
associated with operating the  Partnership  and its Properties.  The decrease in
operating expenses is also partially  attributable to a decrease in depreciation
expense as a result of the sale of the Property in  Philadelphia,  Pennsylvania,
in November 1996.

                                       11

<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 - None.

                  (b)      No reports on Form 8-K were filed  during the quarter
                           ended September 30, 1997.

                                       12

<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 6th day of November, 1997.


                           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)