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 March 31, 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

     Item 2.      Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                  6-9

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk                                          9

Part II.

     Other Information                                                     10-11





<PAGE>

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


                                                                                March 31,               December 31,
                                                                                   2002                     2001
                                                                            -------------------      -------------------

 <c>
                               ASSETS

   Land and buildings on operating leases, net                                    $ 20,842,111             $ 20,948,632
   Net investment in direct financing leases                                         6,903,303                6,941,611
   Investment in joint ventures                                                      2,385,581                2,389,323
   Cash and cash equivalents                                                         1,303,999                  993,402
   Certificates of deposit                                                                  --                  218,217
   Receivables, less allowance for doubtful accounts
       of $519,854 and $487,127, respectively                                           42,997                  186,780
   Accrued rental income                                                             1,668,901                1,640,219
   Other assets                                                                        130,386                  133,544
                                                                            -------------------      -------------------

                                                                                  $ 33,277,278             $ 33,451,728
                                                                            ===================      ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable and accrued expenses                                            $   20,434               $    9,153
   Real estate taxes payable                                                            41,135                   54,185
   Distributions payable                                                               875,006                  875,006
   Due to related parties                                                               23,544                   16,701
   Rents paid in advance and security deposits                                          71,826                   66,213
                                                                            -------------------      -------------------
       Total liabilities                                                             1,031,945                1,021,258

   Minority interests                                                                  509,678                  509,377

   Partners' capital                                                                31,735,655               31,921,093
                                                                            -------------------      -------------------

                                                                                  $ 33,277,278             $ 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
                                                                                      March 31,
                                                                                2002              2001
                                                                           ---------------    --------------

 <c>
Revenues:
    Rental income from operating leases                                         $ 631,921         $ 601,213
    Earned income from direct financing leases                                    227,912           210,312
    Contingent rental income                                                       19,952            17,550
    Interest and other income                                                       1,242            28,317
                                                                           ---------------    --------------
                                                                                  881,027           857,392
                                                                           ---------------    --------------

Expenses:
    General operating and administrative                                           70,362           126,579
    Professional services                                                          22,850            27,153
    Management fees to related party                                               10,802             8,513
    Real estate taxes                                                                  --            26,945
    State and other taxes                                                          21,701            24,556
    Depreciation                                                                  106,521           106,646
    Provision for write-down of assets                                                 --            43,949
                                                                           ---------------    --------------
                                                                                  232,236           364,341
                                                                           ---------------    --------------
Income Before Minority Interests in Income of Consolidated
    Joint Ventures and Equity in Earnings of Unconsolidated
    Joint Ventures                                                                648,791           493,051

Minority Interests in Income of Consolidated
    Joint Ventures                                                                (16,442 )         (16,752 )

Equity in Earnings of Unconsolidated Joint Ventures                                57,219             5,956
                                                                           ---------------    --------------

Net Income                                                                      $ 689,568         $ 482,255
                                                                           ===============    ==============

Net Income Per Limited Partner Unit                                              $   0.17          $   0.12
                                                                           ===============    ==============

Weighted Average Number of Limited Partner
    Units Outstanding                                                           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>
                                                 Quarter Ended           Year Ended
                                                   March 31,            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                                            689,568             1,727,316
    Distributions ($0.22 and $0.88 per
       limited partner unit, respectively)               (875,006 )          (3,500,024 )
                                               -------------------    ------------------
                                                       31,493,190            31,678,628
                                               -------------------    ------------------

Total partners' capital                              $ 31,735,655          $ 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>
                                                                          Quarter Ended
                                                                            March 31,
                                                                     2002               2001
                                                                ---------------    ---------------

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

    Net Cash Provided by Operating Activities                        $ 990,157          $ 907,519
                                                                ---------------    ---------------

    Cash Flows from Investing Activities:
       Redemption of certificates of deposit                           211,587            208,640
                                                                ---------------    ---------------
              Net cash provided by investing activities                211,587            208,640
                                                                ---------------    ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                              (875,006 )         (875,006 )
       Distributions to holders of minority interests                  (16,141 )          (15,194 )
                                                                ---------------    ---------------
              Net cash used in financing activities                   (891,147 )         (890,200 )
                                                                ---------------    ---------------

Net Increase in Cash and Cash Equivalents                              310,597            225,959

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

Cash and Cash Equivalents at End of Quarter                         $1,303,999         $1,232,579
                                                                ===============    ===============

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 Ended March 31, 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 ended March
     31, 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.


<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, in general, triple-net leases, with the lessees responsible for all repairs
and maintenance, property taxes, insurance, and utilities. As of March 31, 2002,
the Partnership owned 40 Properties, either directly or indirectly through joint
venture or tenancy in common arrangements.

Capital Resources

         The  Partnership's  primary  source of capital for the  quarters  ended
March 31, 2002 and 2001 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 $990,157 and
$907,519  for the  quarters  ended  March 31, 2002 and 2001,  respectively.  The
increase  in cash from  operations  for the  quarter  ended  March 31,  2002 was
primarily  a result of  changes  in working  capital  and  changes in income and
expenses as described in "Results of Operations" below.

         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 March 31,
2002, the Partnership had $1,303,999 invested in such short-term investments, as
compared  to  $993,402  at  December  31,  2001.  The  increase in cash and cash
equivalents  at March 31, 2002,  as compared to December 31, 2001 was  primarily
attributable to the fact that the Partnership  redeemed several  certificates of
deposit.  The funds remaining at March 31, 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 cash from operations, the Partnership declared distributions to limited
partners of  $875,006  for each of the  quarters  ended March 31, 2002 and 2001.
This represents  distributions of $0.22 per unit for each applicable quarter. No
distributions were made to the general partners for the quarters ended March 31,
2002 and 2001. No amounts  distributed to the limited  partners for the quarters
ended  March 31, 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,
increased to $1,031,945 at March 31, 2002 from  $1,021,258 at 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

         During the quarters ended March 31, 2002 and 2001, the  Partnership and
its  consolidated  joint ventures,  Denver Joint Venture and  CNL/Airport  Joint
Venture,  owned and leased 36 wholly owned  Properties to operators of fast-food
and family-style restaurant chains. In connection therewith, during the quarters
ended  March 31,  2002 and 2001,  the  Partnership,  Denver  Joint  Venture  and
CNL/Airport Joint Venture earned $859,833 and $811,525,  respectively, in rental
income from  operating  leases and earned income from direct  financing  leases.
Rental and earned  income was lower during the quarter  ended March 31, 2001, as
compared  to the  quarter  ended March 31,  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 and earned  income 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 has received
the rent payments  relating to these Properties from the bankruptcy date through
March 31, 2002. While PRG has neither rejected nor affirmed these leases,  there
can be no assurance  that these  leases will not be rejected in the future.  The
lost  revenues  that would  result if PRG  rejects  these  leases  could have an
adverse  effect  on  the  results  of  operations  of  the  Partnership,  if the
Partnership is not able to re-lease or sell these Properties in a timely manner.

         The increase in rental and earned income during the quarter ended March
31, 2002,  as compared to the quarter  ended March 31, 2001 was partially due to
the  Partnership  reinvesting  in December  2001,  the majority of the net sales
proceeds  received  from the sale of the  Property  in  Sebring,  Florida,  in a
Property in Houston, Texas.

         The increase in rental and earned income during the quarter ended March
31, 2002, as compared to the quarter ended March 31, 2001, was partially  offset
due to the fact that the Partnership  provided a rent reduction to the tenant of
$16,500 relating to 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.

         During the  quarters  ended  March 31, 2002 and 2001,  the  Partnership
owned and leased three Properties  indirectly through joint venture arrangements
and owned and leased one Property  with  affiliates  of the general  partners as
tenants-in-common.  In connection therewith, during the quarters ended March 31,
2002  and  2001,  the  Partnership  earned  $57,219  and  $5,956,  respectively,
attributable to net income earned by unconsolidated  joint ventures.  Net income
earned by joint  ventures was lower during the quarter  ended March 31, 2001, as
compared to the  quarter  ended March 31,  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  and  earned  income  in
accordance with the Partnership's  revenue  recognition policy. 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,  have received the rent payments  relating to
this Property  from the  bankruptcy  date through March 31, 2002.  While PRG has
neither  rejected nor affirmed  this lease,  there can be no assurance  that the
lease will not be rejected in the future. The lost revenues that would result if
PRG rejects this lease could have an adverse effect on the results of operations
of the  Partnership,  if the  Partnership  is not able to  re-lease or sell this
Property in a timely manner. In addition, the Partnership and the affiliate,  as
tenants-in-common of this Property,  recorded during the quarter ended March 31,
2001 a  provision  for  write-down  of assets of $26,872 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,  including the accumulated accrued rental income, and the
general partners' estimated fair value of the property.  No such provisions were
recorded in 2002.

         The increase in net income earned by joint ventures  during the quarter
ended March 31,  2002,  as compared to the  quarter  ended March 31,  2001,  was
partially  offset by the fact that in  October  2001,  the  Partnership  and CNL
Income Fund VI,  Ltd.,  as  tenants-in-common,  sold the Property in Round Rock,
Texas,  in which the  Partnership  owned a 23%  interest.  Equity in earnings of
joint ventures is expected to remain at reduced  amounts while rental and earned
income are expected to increase due to the fact that the Partnership  reinvested
the  net  sales  proceeds  from  the  2001  sale  of  this  Property,   held  as
tenants-in-common,  with an affiliate of the general partners, in a wholly owned
Property.

         In  addition,  for the  quarters  ended  March 31,  2002 and 2001,  the
Partnership  and its  consolidated  joint  ventures  earned  $1,242 and $28,317,
respectively,  in interest and other income.  The decrease in interest and other
income during the quarter ended March 31, 2002, as compared to the quarter ended
March 31, 2001, was primarily  attributable to the redemption of certificates of
deposit held by the Partnership.

         Operating expenses, including depreciation and amortization expense and
provisions for write-down of assets, were $232,236 and $364,341 for the quarters
ended March 31, 2002 and 2001, respectively.  The decrease in operating expenses
during the quarter  ended March 31, 2002, as compared to the quarter ended March
31, 2001, was partially  attributable  to the fact that during the quarter ended
March 31, 2001, the Partnership recorded a provision for write-down of assets of
$43,949 in previously  accrued rental income relating to the Property located in
Sebring,  Florida.  No such  provisions  were recorded  during the quarter ended
March 31, 2002. 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,
including the  accumulated  accrued rental  income,  and the estimated net sales
proceeds from the anticipated  sale of the Property.  The Partnership  sold this
Property in November 2001.

         In  addition,  the decrease in  operating  expenses  during the quarter
ended March 31,  2002,  as compared to the  quarter  ended March 31,  2001,  was
partially  due to the fact that the  Partnership  incurred  real estate taxes in
2001 relating to the Property in Avon,  Colorado.  The tenant, PRG,  experienced
financial  difficulties,  as described above.  Since the bankruptcy  filing, the
tenant  resumed  paying rent.  The decrease  during the quarter  ended March 31,
2002,  was also partially  attributable  to a decrease in the costs incurred for
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.


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.)

                    (b)     Reports on Form 8-K

                            No reports on Form 8-K were filed during the quarter
                            ended March 31, 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 10th day of May, 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)