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, 2001
   --------------------------------------------------------------------------

                                       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           5-6

     Item 2.      Management's Discussion and Analysis of Financial
                      Condition and Results of Operations               7-11

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk                                       11

Part II.

     Other Information                                                  12-13





<PAGE>

                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                               June 30,               December 31,
                                                                                 2001                     2000
                                                                          -------------------      -------------------

 <c>
                             ASSETS

Land and buildings on operating leases, less
    accumulated depreciation of $3,656,257 and
    $3,442,965, respectively                                                    $ 20,955,119             $ 21,168,411
Net investment in direct financing leases                                          7,179,568                7,247,865
Investment in joint ventures                                                       2,953,229                3,072,991
Cash and cash equivalents                                                          1,031,525                1,006,620
Certificates of deposit                                                              325,127                  512,521
Receivables, less allowance for doubtful accounts
    of $369,925 and $139,456, respectively                                            47,948                  228,988
Prepaid expenses                                                                      15,359                   13,149
Accrued rental income, less allowance for doubtful
    accounts of $60,490 in 2000                                                    1,813,819                1,854,804
Other assets                                                                         122,024                  122,024
                                                                          -------------------      -------------------

                                                                                $ 34,443,718             $ 35,227,373
                                                                          ===================      ===================

               LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                                                  $    9,250               $   37,812
Escrowed real estate taxes payable                                                    10,543                    8,667
Distributions payable                                                                875,006                  875,006
Due to related parties                                                                86,091                   22,502
Rents paid in advance and deposits                                                    76,165                   79,778
                                                                          -------------------      -------------------
    Total liabilities                                                              1,057,055                1,023,765

Commitment (Note 3)

Minority interests                                                                   512,088                  509,807

Partners' capital                                                                 32,874,575               33,693,801
                                                                          -------------------      -------------------

                                                                                $ 34,443,718             $ 35,227,373
                                                                          ===================      ===================

</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,
                                                               2001              2000            2001             2000
                                                           -------------     -------------  ---------------   -------------

 <c>
Revenues:
    Rental income from operating leases                       $ 597,451         $ 628,851      $ 1,198,664     $ 1,258,088
    Adjustments to accrued rental income                        (61,588 )        (163,178 )       (105,537 )      (163,178 )
    Earned income from direct financing leases                  221,304           264,567          431,616         474,521
    Contingent rental income                                     44,206            35,561           61,756          54,988
    Interest and other income                                    12,412            12,956           40,729          51,880
                                                           -------------     -------------  ---------------   -------------
                                                                813,785           778,757        1,627,228       1,676,299
                                                           -------------     -------------  ---------------   -------------

Expenses:
    General operating and administrative                         82,537            54,904          209,116         100,192
    Bad debt expense                                             70,896                --           70,896              --
    Professional services                                         9,928             6,136           37,081          20,419
    Management fees to related party                              8,026             9,919           16,539          19,030
    Real estate taxes                                            15,361             7,141           42,306           7,141
    State and other taxes                                         5,313             4,985           29,869          49,778
    Depreciation                                                106,646           106,646          213,292         213,292
    Transaction costs                                                --            28,451               --          68,951
                                                           -------------     -------------  ---------------   -------------
                                                                298,707           218,182          619,099         478,803
                                                           -------------     -------------  ---------------   -------------
Income Before Minority Interests in Income of
    Consolidated Joint Ventures and Equity in Earnings
    (Losses) of Unconsolidated Joint Ventures
                                                                515,078           560,575        1,008,129       1,197,496

Minority Interests in Income of Consolidated
    Joint Ventures                                              (16,376 )         (16,596 )        (33,128 )       (33,888 )

Equity in Earnings (Losses) of Unconsolidated Joint
    Ventures                                                    (50,171 )          73,057          (44,215 )       132,985
                                                           -------------     -------------  ---------------   -------------

Net Income                                                    $ 448,531         $ 617,036       $  930,786     $ 1,296,593
                                                           =============     =============  ===============   =============

Allocation of Net Income:
    General partners                                             $   --            $   --          $    --         $    --
    Limited partners                                            448,531           617,036          930,786       1,296,593
                                                           -------------     -------------  ---------------   -------------

                                                              $ 448,531         $ 617,036       $  930,786     $ 1,296,593
                                                           =============     =============  ===============   =============

Net Income Per Limited Partner Unit                            $   0.11          $   0.15        $    0.23       $    0.32
                                                           =============     =============  ===============   =============

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,
                                                                                2001                     2000
                                                                       -----------------------    -------------------

 <c>

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

Limited partners:
    Beginning balance                                                              33,451,336             33,856,897
    Net income                                                                        930,786              3,094,463
    Distributions ($0.44 and $0.88 per
       limited partner unit, respectively)                                         (1,750,012 )           (3,500,024 )
                                                                       -----------------------    -------------------
                                                                                   32,632,110             33,451,336
                                                                       -----------------------    -------------------

Total partners' capital                                                        $   32,874,575           $ 33,693,801
                                                                       =======================    ===================


</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,
                                                                                    2001               2000
                                                                               ---------------    ----------------

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

    Net Cash Provided by Operating Activities                                      $1,597,124          $1,736,537
                                                                               ---------------    ----------------

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

    Cash Flows from Financing Activities:
       Distributions to limited partners                                           (1,750,012 )        (1,750,012 )
       Distributions to holders of minority interests                                 (30,847 )           (34,229 )
                                                                               ---------------    ----------------
              Net cash used in financing activities                                (1,780,859 )        (1,784,241 )
                                                                               ---------------    ----------------

Net Increase (Decrease) in Cash and Cash Equivalents                                   24,905             (47,704 )

Cash and Cash Equivalents at Beginning of Period                                    1,006,620           1,656,500
                                                                               ---------------    ----------------

Cash and Cash Equivalents at End of Period                                         $1,031,525          $1,608,796
                                                                               ===============    ================

Supplemental Schedule of Non-Cash Financing
    Activities:

       Distributions declared and unpaid at end of
          period                                                                    $ 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, 2001 and 2000


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,  2001 may not be  indicative  of the  results  that may be
     expected for the year ending December 31, 2001.  Amounts as of December 31,
     2000, 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, 2000.

     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 the equity in the Partnership's
     consolidated  joint  ventures.  All significant  intercompany  accounts and
     transactions have been eliminated.

2.   Reclassification:

     Certain  items  in  the  prior  year's   financial   statements  have  been
     reclassified to conform to 2001 presentation.  These  reclassifications had
     no effect on total partners' capital or net income.

3.   Commitment:

     In February 2001, the Partnership entered into an agreement with the tenant
     to sell  its  property  in  Sebring,  Florida.  Due to the  fact  that  the
     Partnership had recognized accrued rental income since the inception of the
     lease relating to the straight-lining of future scheduled rent increases in
     accordance with generally accepted accounting  principles,  the Partnership
     reversed approximately $43,900 of such accrued rental income related to the
     anticipated  sale of this  property.  As of July 31, 2001, the sale had not
     occurred.


<PAGE>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2001 and 2000


3.   Commitment - Continued:

     The Partnership and CNL Income Fund VI, Ltd., as tenants-in-common, entered
     into an agreement  with an unrelated  third party to sell the IHOP property
     in Round Rock,  Texas, in which the Partnership  owns a 33 percent interest
     as  tenants-in-common,  with CNL Income Fund VI, Ltd.,  an affiliate of the
     general  partners and a Florida limited  partnership.  As of July 31, 2001,
     the sale had not occurred.



<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 June 30, 2001,
the Partnership owned 41 Properties, which included interests in five Properties
owned by joint  ventures  in which  the  Partnership  is a  co-venturer  and two
Properties owned with affiliates of the general partners as tenants-in-common.

Capital Resources

         The  Partnership's  primary  source of capital for the six months ended
June 30, 2001 and 2000 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 $1,597,124 and
$1,736,537  for the six months ended June 30, 2001 and 2000,  respectively.  The
decrease  in cash from  operations  for the six months  ended June 30,  2001 was
primarily  a result of  changes  in working  capital  and  changes in income and
expenses, as described below in "Results of Operations."

         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  30-day  maturity  pending  the  Partnership's  use of such  funds to pay
Partnership expenses or to make distributions to the partners. At June 30, 2001,
the  Partnership  had $1,031,525  invested in such  short-term  investments,  as
compared to  $1,006,620  at December 31, 2000.  The funds  remaining at June 30,
2001, after payment of distributions and other liabilities, will be used to meet
the Partnership's working capital 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, 2001 and 2000,  ($875,006  for each of the quarters  ended
June 30, 2001 and 2000).  This  represents  distributions  of $0.44 per unit for
each of the six months  ended June 30,  2001 and 2000,  ($0.22 per unit for each
applicable quarter).  No distributions were made to the general partners for the
quarters and six months ended June 30, 2001 and 2000. No amounts  distributed to
the  limited  partners  for the six  months  ended  June  30,  2001 and 2000 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 $1,057,055  at June 30, 2001 from  $1,023,765 at December 31, 2000,
primarily  as a result of an increase in amounts due to related  parties at June
30, 2001, as compared to December 31, 2000.  The general  partners  believe that
the  Partnership has sufficient cash on hand to meet its current working capital
needs.

         In February  2001, the  Partnership  entered into an agreement with the
tenant  to sell its  Property  in  Sebring,  Florida.  Due to the fact  that the
Partnership  had  recognized  accrued  rental  income since the inception of the
lease  relating to the  straight-lining  of future  scheduled  rent increases in
accordance  with  generally  accepted  accounting  principles,  the  Partnership
reversed  approximately  $43,900 of such accrued  rental  income  related to the
anticipated  sale of this  Property.  As of July  31,  2001,  the  sale  had not
occurred.

         The  Partnership  and CNL Income Fund VI, Ltd.,  as  tenants-in-common,
entered  into an  agreement  with an  unrelated  third  party  to sell  the IHOP
property  in Round  Rock,  Texas,  in which the  Partnership  owns a 33  percent
interest as  tenants-in-common,  with CNL Income Fund VI, Ltd.,  an affiliate of
the general partners and a Florida limited partnership. As of July 31, 2001, the
sale had not occurred.

Long-Term Liquidity

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

Results of Operations

         During the six months ended June 30, 2001 and 2000, 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 six
months ended June 30, 2001 and 2000, the  Partnership,  Denver Joint Venture and
CNL/Airport  Joint Venture earned  $1,524,743 and $1,569,431,  respectively,  in
rental  income from  operating  leases  (net of  adjustments  to accrued  rental
income) and earned income from direct financing leases, $757,167 and $730,240 of
which was earned during the quarters ended June 30, 2001 and 2000, respectively.
In addition, during the six months ended June 30, 2001 and 2000, the Partnership
earned $61,756 and $54,988,  respectively,  in contingent rental income, $44,206
and  $35,561 of which was earned  during the  quarters  ended June 30,  2001 and
2000, respectively.

         The increase in rental and earned  income during the quarter ended June
30, 2001, as compared to the quarter ended June 30, 2000,  was partially  offset
by, and the  decrease in rental and earned  income  during the six months  ended
June 30, 2001, as compared to the six months ended June 30, 2000,  was partially
attributable  to, the fact that the  Partnership  increased  the  allowance  for
doubtful  accounts by approximately  $58,400 and $123,000 during the quarter and
six  months  ended June 30,  2001,  respectively,  for past due  rental  amounts
relating to the  Properties  in Avon,  Colorado  and  Abilene,  Texas,  based on
financial  difficulties  the tenant is  experiencing.  The general partners will
continue  to pursue  collection  of past due rental  amounts  relating  to these
Properties and will recognize such amounts as income if collected.  In addition,
the Partnership reversed  approximately  $61,600 in accrued rental income during
the quarter and six months ended June 30, 2001,  respectively  relating to these
two Properties. 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.  In
addition, the increase in rental and earned income during the quarter ended June
30, 2001, as compared to the quarter ended June 30, 2000, was  attributable  to,
and the  decrease in rental and earned  income  during the six months ended June
30,  2001,  as compared to the six months  ended June 30,  2000,  was  partially
offset by, the fact that during the quarter and six months  ended June 30, 2000,
the Partnership reversed accrued rental income of approximately $26,100 relating
to the Property in Abilene,  Texas, to adjust the carrying value of the Property
to the estimated net realizable value of the Property.

         The increase in rental and earned  income during the quarter ended June
30, 2001 was  partially  attributable  to, and the decrease in rental and earned
income during the six months ended June 30, 2001,  was partially  offset by, the
fact that during the quarter and six months ended June 30,  2000,  the tenant of
the  Property  in  Sebring,  Florida  defaulted  under the  terms of its  lease,
discontinued  the operations of the  restaurant  and vacated the Property.  As a
result,  the  Partnership  established  an allowance  for  doubtful  accounts of
approximately  $21,700  for past due rental  amounts  during the quarter and six
months ended June 30, 2000.  No such  allowance was recorded for the quarter and
six months ended June 30, 2001.  In addition,  the decrease in rental and earned
income during the six months ended June 30, 2001, was partially  attributable to
the fact that  during  the six  months  ended  June 30,  2001,  the  Partnership
reversed accrued rental income of approximately $43,900 relating to the Property
in  Sebring,  Florida,  to adjust  the  carrying  value of the  Property  to the
estimated net realizable  value of the Property  based on an  anticipated  sales
price. As of July 31, 2001, the sale had not occurred.

         The increase in rental and earned  income during the quarter ended June
30, 2001 was  partially  offset by, and the decrease in rental and earned income
during the six months ended June 30,  2001,was  partially  attributable  to, the
fact that during the quarter and six months ended June 30, 2000, the Partnership
collected  and  recognized  as income  past due rental  amounts for which it had
previously  established  an  allowance  for  doubtful  accounts  relating to the
Properties in Wadsworth, Ohio and Kent, Ohio. No such amounts were collected and
recorded as income during the quarter and six months ended June 30, 2001

         During the six  months  ended  June 30,  2001 and 2000 the  Partnership
owned and  leased  three  Properties  indirectly  through  other  joint  venture
arrangements  and owned and leased two Properties with affiliates of the general
partners as tenants-in-common.  In connection  therewith,  during the six months
ended June 30,  2001 and 2000,  the  Partnership  recorded a loss of $44,215 and
income of  $132,985,  respectively,  a loss of $50,171  and income of $73,057 of
which  were  recorded  during  the  quarters  ended  June  30,  2001  and  2000,
respectively,  attributable  to net income and losses  earned by  unconsolidated
joint ventures. Net income earned by joint ventures decreased during the quarter
and six months ended June 30, 2001, primarily as a result of the Partnership and
an affiliate of the general partners, as  tenants-in-common,  of the Property in
Corpus Christi,  Texas, in which the Partnership  owns an approximate 73 percent
interest,  increasing  their  allowance for doubtful  accounts by  approximately
$82,700 and  $135,200  during the quarter  and six months  ended June 30,  2001,
respectively,  for past due  rental  amounts  relating  to the  Property  due to
financial  difficulties  of the tenant.  In  addition,  the  Partnership  and an
affiliate, as tenants-in-common of this Property, reversed accrued rental income
of  approximately  $28,900 and $55,700  during the quarter and six months  ended
June 30,  2001,  respectively.  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 Partnership and an affiliate, as tenants-in-common,  will continue to
pursue  collection of past due rental amounts relating to this Property and will
recognize such amounts as income if collected.  In addition, the Partnership and
an  affiliate,  as  tenants-in-common,  incurred  approximately  $45,300 in real
estate taxes  during the quarter and six months ended June 30, 2001  relating to
the  Property in Corpus  Christi,  Texas.  The tenant is still  responsible  for
payment of these real estate taxes under the terms of the lease. The Partnership
and an affiliate, as tenants-in-common,  will pursue collection of these amounts
and will record them as income, if collected.

         Operating expenses,  including  depreciation  expense were $619,099 and
$478,803 for the six months ended June 30, 2001 and 2000, respectively, $298,707
and $218,182 of which was incurred  during the quarters  ended June 30, 2001 and
2000,  respectively.  The increase in operating  expenses during the quarter and
six months ended June 30, 2001,  as compared to the quarter and six months ended
June 30, 2000, was primarily  attributable to the Partnership recording bad debt
expense of  approximately  $70,900 for past due rental  amounts  relating to the
Properties in Avon, Colorado and Abilene, Texas, due to the fact that the tenant
is experiencing  financial  difficulties.  The general partners will continue to
pursue  collection of past due rental amounts  relating to these  Properties and
will recognize such amounts as income if collected. In addition, the increase in
operating  expenses  during the quarter and six months ended June 30,  2001,  as
compared to the quarter and six months ended June 30, 2000, was partially due to
the fact that the Partnership incurred legal fees relating to the two Properties
with the  tenant  who  experienced  financial  difficulties.  In  addition,  the
Partnership  incurred  approximately  $15,400 and  $42,300 in real estate  taxes
during the quarter and six months ended June 30, 2001, respectively, relating to
these two Properties. The tenant is still responsible for payment of real estate
taxes under the terms of its leases.  The Partnership will pursue  collection of
these real estate taxes and will  recognize such amounts as income if collected.
The Partnership will continue to incur certain expenses, as described above.

         Operating  expenses  also  increased  during the quarter and six months
ended June 30, 2001 due to an increase in the costs incurred for  administrative
expenses for servicing the Partnership  and its Properties,  as permitted by the
Partnership agreement.

         The  increase in operating  expenses  during the quarter and six months
ended June 30, 2001 was partially offset by the fact that during the quarter and
six months ended June 30, 2000, the  Partnership  incurred  $28,451 and $68,951,
respectively,  in transaction  costs related to the general  partners  retaining
financial and legal  advisors to assist them in evaluating and  negotiating  the
proposed merger with CNL American  Properties  Fund, Inc.  ("APF").  On March 1,
2000, the general  partners and APF mutually agreed to terminate the merger.  No
such  expenses  were  incurred  during the quarter and six months ended June 30,
2001.


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.)


<PAGE>



                10.4 Assignment of Management  Agreement from CNL Fund Advisors,
                     Inc. to CNL APF Partners, LP. (Filed herewith).

           (b)  Reports on Form 8-K

                No reports on Form 8-K were filed during the quarter  ended June
                30, 2001.



<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 13th day of August, 2001.


                                       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)