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

                                   FORM 10-KSB

     (X)  Annual Report Pursuant to Section 13 or 15 (d) of the Securities
          Exchange Act of 1934

                   For the fiscal year ended December 31, 2004

     ( )  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 - 000-25593
                                                ---------

                     TELECOMMUNICATIONS INCOME FUND XI, L.P.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Iowa                                                39-1904041
 ------------------------------                               -----------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          701 Tama Street, Marion, Iowa             52302
                     --------------------------------------        --------
                    (Address of principal executive offices)      (Zip Code)

         Registrant's telephone number, including area code 319-447-5700
                                                            ------------

        Securities registered pursuant to Section 12(b) of the Act: NONE

                Securities pursuant to section 12 (g) of the Act:

                   Limited Partnership Interests (the "Units")
                                 --------------
                                (Title of class)


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

Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

Revenues for most recent fiscal year:      $88,190

As of January 27, 2005, 12,257 units were issued and outstanding. Based on the
book value of $7.11 per unit as of December 31, 2004, the aggregate market value
at January 27, 2005 was $87,147.

DOCUMENTS INCORPORATED BY REFERENCE. Portions of the Registration Statement on
Form S-1, dated November 26, 1997, are incorporated by reference into Part III.

<PAGE>


                     TELECOMMUNICATIONS INCOME FUND XI, L.P.
                         2004 FORM 10-KSB ANNUAL REPORT
                                TABLE OF CONTENTS



                                                                            Page
                                     PART I
Item 1.           Description of Business------------------------------------3
Item 2.           Description of Property------------------------------------4
Item 3.           Legal Proceedings------------------------------------------4
Item 4.           Submission of Matters to a Vote of Unit Holders------------4


                                     PART II
Item 5.           Market for the Registrant's Common Equity
                      and Related Stockholder Matters------------------------5
Item 6.           Management's Discussion and Analysis-----------------------5
Item 7.           Financial Statements---------------------------------------9
Item 8.           Changes in and Disagreements with Accountants
                      on Accounting and Financial Disclosure-----------------23
Item 8A.          Controls and Procedures------------------------------------23


                                    PART III
Item 9.           Directors and Executive Officers of the Registrant---------24
Item 10.          Executive Compensation-------------------------------------25
Item 11.          Security Ownership of Certain Beneficial Owners and
                      Management and Related Stockholder Matters-------------26
Item 12.          Certain Relationships and Related Transactions-------------26
Item 13.          Exhibits---------------------------------------------------26
Item 14.          Principal Accountant Fees and Services---------------------26

                  Signatures-------------------------------------------------27

                                       2

<PAGE>


                                     PART I

Item 1. Description of Business
        -----------------------
Telecommunications Income Fund XI, L.P., an Iowa limited partnership (the
"Partnership"), was organized on August 26, 1997. The general partner is
Commercial Power Finance, Inc. (the "General Partner"), which changed its name
from Berthel Fisher & Company Leasing, Inc. in March 2004, an Iowa corporation
that has been in operation since 1988. The Partnership's business and the
executive offices of the General Partner are located at 701 Tama Street, Marion,
Iowa 52302. Substantially all of the voting stock of the General Partner is
owned by Berthel Fisher & Company ("Berthel Fisher").

The Partnership began offering units to the public on December 23, 1997. The
General Partner elected to extend the offering period and the closing date to
December 23, 1999. The business of the Partnership is the acquisition and
leasing of equipment, primarily telecommunications equipment such as pay
telephones and call processing equipment. The Partnership began its primary
business activities in February of 1998.

The Partnership will operate until December 31, 2012 unless dissolved sooner due
to the occurrence of any of the following events: (i) the vote by limited
partners owning a majority of the Partnership in accordance with the Partnership
Agreement; (ii) the withdrawal, bankruptcy, or dissolution and liquidation or
other cessation to exist as a legal entity of the General Partner (unless any
successor general partner elected in accordance with the provisions of the
Partnership Agreement elects to continue the business of the Partnership); (iii)
the final distribution of all liquidating distributions among the limited
partners pursuant to the Partnership Agreement; or (iv) the sale or disposition
of all or substantially all of the assets of the Partnership without the
subsequent reinvestment in equipment.

A significant portion of the Partnership's business is and is intended to be
with customers who are in the telecommunications industry. The
telecommunications industry, particularly the pay telephone and long distance
facets of the industry, is heavily regulated by the Federal Communications
Commission and by various state public utility commissions. Regulation is not
directed at the ownership or leasing of telecommunications equipment, but is
focused primarily on the business of the Partnership's customers that operate in
the telecommunications industry. Generally, regulation affects rates that can be
charged and the relationship of the regional Bell operating companies to the
rest of the pay telephone industry. Management does not expect regulation to
have any significant negative impact upon the business of the Partnership.

The principle investment objective of the Partnership is to obtain the maximum
available economic return from its investment in equipment leases to
unaffiliated third parties with a view toward: (i) generating cash flow from
operations, with the intent to make distributions during the Operating Phase
(the period which ends when the General Partner elects to begin the liquidation
of the Partnership assets); (ii) reinvesting (during the Operating Phase) any
undistributed cash flow from operations in additional equipment to be leased to
increase the Partnership's assets; (iii) obtaining the residual values of
equipment upon sale; (iv) obtaining value from sales of the Partnership's lease
portfolio upon entering the Liquidating Phase (the period during which the
General Partner will liquidate the Partnership assets); and (v) providing cash
distributions to the partners during the liquidating phase.

The Partnership acquired primarily telecommunications equipment (specifically
pay telephones and call processing equipment), along with other types of
equipment, and leased the equipment to third parties generally under full payout
leases or note agreements. Full payout leases are leases that are expected to
generate gross rental payments sufficient to recover the purchase price of the
equipment and any overhead and acquisition costs.

                                       3

<PAGE>


Equipment acquired by the Partnership is installed in various locations by the
lessees. When the lessee installs the equipment in a location, a site location
agreement gives the lessee the right to have the equipment at this site for a
specified period of time. These site location agreements generally have a three
to five year term. The Partnership, in addition to its ownership of the
equipment, takes an assignment of and a first security interest in these site
location agreements. Therefore, if a lessee defaulted, the Partnership could
have the ability to re-sell or re-lease the equipment in place. This "in place"
value is generally much higher than the residual value of the equipment.
Telecommunications equipment generates revenue primarily through long distance
phone calls. The Partnership's lessee generally receives long distance revenue
from a contracted third party billing company. The Partnership also takes an
assignment of this revenue.

The General Partner acquired and approved leases on behalf of the Partnership.
The General Partner established guidelines to use in approving lessees.
Generally, before any lease was approved, there was a review of the potential
lessees' financial statements, credit references were checked, and outside
business and/or individual credit reports were obtained.

The Partnership's portfolio of leases and notes receivable are concentrated in
pay telephones, industrial equipment, and office and computer equipment
representing approximately 57%, 24%, and 16% as of December 31, 2004,
respectively. For the year ended December 31, 2004, one customer accounted for
approximately 14% of the income from direct financing leases and notes
receivable, while another customer accounted for approximately 13% of the
income. Three customers account for approximately 62% of the Partnership's net
investment in direct financing leases and notes receivable portfolio at December
31, 2004.

The telecommunications industry has seen a significant downturn in recent years
that has adversely affected the Partnership. The value of payphones and payphone
routes has declined substantially in recent years due to various factors,
including but not limited to the following:

     o    Lack of sufficient dial around revenues for payphone operators

     o    Decrease in usage of payphones, due to the use of mobile phones, etc.

     o    Lack of economies of scale being achieved with the cost of lines
          purchased from local exchange carriers

     o    Lack of available capital for payphone operators

     o    Decrease in the number of payphone operators

The leasing industry is highly competitive and the Partnership has fewer assets
than some of its major competitors. The principal methods of competition include
service and price (interest rate). The Partnership operates in one segment. The
Partnership has no employees and utilizes the administrative services of the
General Partner for which it pays an administrative service fee.

Item 2. Description of Property
        -----------------------
The Partnership does not own or lease any real estate. The Partnership's
materially important assets consist entirely of equipment under lease, primarily
telecommunications equipment and industrial equipment, as described in Item 1.

Item 3. Legal Proceedings
        -----------------
None.

Item 4. Submission of Matters to a Vote of Unit Holders
        -----------------------------------------------
No matters were submitted to a vote of limited partners, through the
solicitation of proxies or otherwise during the year covered by this report.

                                       4

<PAGE>


                                     PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
        -----------------------------------------------------------------
Matters
-------

The Registrant's units are not publicly traded. There is no market for the
Registrant's units and it is unlikely that any will develop. The General Partner
will resist the development of a public market for the units.


                                                   Number of Partners
         Title of Class                            at January 27, 2005
         -------------------------------------------------------------
         Limited Partners                                          654
         General Partner                                             1

Through December 31, 2004 distributions paid or payable to partners over the
life of the Partnership have been $7,207,766. As of December 31, 2004 the
Partnership had accrued distributions to Partners of $85,000.

Item 6. Management's Discussion and Analysis
        ------------------------------------
Critical Accounting Policy
The Partnership's financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America. The
financial information contained within these statements is, to a significant
extent, financial information that is based on approximate measures of the
financial effects of transactions and events that have already occurred. Based
on its consideration of accounting policies that involve the most complex and
subjection decisions and assessments, management has identified it most critical
accounting policies to be those related to the allowance for possible loan and
lease losses and the reserve for estimated costs incurred during the period of
liquidation. The Partnership's allowance for possible loan and lease loss and
the reserve for estimated costs incurred during the period of liquidation
methodology incorporates a variety of risk considerations, both quantitative and
qualitative in establishing an allowance for possible loan and lease losses that
management believes is appropriate at each reporting date. Quantitative factors
for the allowance for possible loan and lease loss include the Partnership's
historical loss experience, delinquency trends, collateral values and other
factors. Quantitative factors also incorporate known information about
individual loans and leases. Quantitative factors for the reserve for estimated
costs incurred during the period of liquidation include management's historical
experience and estimated future costs. Qualitative factors for both the
allowance and the reserve include the general economic environment in the
Partnership's markets, including economic conditions throughout the Midwest and
in particular the state of the telecommunications industry. Management may
report a materially different amount for the provision for loan and lease losses
and the reserve for estimated cost incurred during the period of liquidation in
the statement of changes in net assets (liquidation basis) to change the
allowance for possible loan and lease losses and the reserve for estimated cost
incurred during the period of liquidation if its assessment of the above factors
were different. Although management believes the levels of the allowance and the
reserve as of both December 31, 2004 and 2003 were adequate to absorb losses
inherent in the loan and lease portfolio, a decline in local economic
conditions, or other factors, could result in increasing losses that cannot be
reasonably predicted at this time.

Results of Operations
                                                       2004             2003
                                                       ----             ----
     Lease and notes receivable income             $    68,392      $   214,920
     Gain (loss) on lease terminations                   6,508           64,170
     Interest and other income                          13,290           22,194
     Management fees                                    10,892           39,082
     Administrative service fees                        90,000          153,600
     Other general & administrative expenses            49,500          112,935
     Provision for possible losses                      34,043           75,000

                                       5

<PAGE>


On December 31, 2004, the Partnership ceased reinvestment in equipment and
leases and began the orderly liquidation of the Partnership in accordance with
the partnership agreement. As a result, the financial statements beginning with
that date have been presented under the liquidation basis of accounting. Under
the liquidation basis of accounting, assets are stated at their estimated net
realizable values and liabilities are stated at their anticipated settlement
amounts. The Partnership has accrued the estimated expenses of liquidation
including legal and accounting fees, administrative fees, insurance expense, and
data processing and other expenses, which is $205,000 at December 31, 2004. The
General Partner reviews this estimate and will adjust quarterly, as needed.

The decrease in lease and notes receivable income in 2004 compared to prior
years is primarily due to a smaller portfolio of direct financing leases and
notes receivable. The Partnership's net investment in direct financing leases
and notes receivable was $380,560 at December 31, 2004 and $1,312,834 at
December 31, 2003. Interest and other income of $13,290 in 2004 is primarily
interest income on a money market account and other investments, late charges on
lease payments, and other income.

Certain lessees have requested early termination of their lease contracts with
the Partnership. When this occurs, the Partnership will always quote an amount
at least equal to the Partnership's net investment and typically an amount
exceeding the net investment. In some cases, lessees may experience financial
difficulty and the Partnership may sell the equipment or enter into a new
agreement with another lessee at a loss. As such, the Partnership's gain or loss
on lease terminations can and will vary from year to year based on the number of
requests received to terminate leases as well as the size of the contract being
terminated. The Partnership uses the cash generated from these early
terminations for various activities, including investing in other direct
financing leases and notes receivable, paying off debt, distributing cash to
partners, or other operating or financing activities. For 2004, the proceeds
from early contract terminations were $64,189, resulting in a gain of $6,508.
For 2003, the proceeds from early contract terminations were $894,015, resulting
in a gain of $64,170.

Management fees are paid to the General Partner and represent 2% of the gross
rental payments, note payments, and other financing payments received. Payments
received in the years ended December 31 are as follows:

                                                2004              2003
                                                ----              ----
     Rental and note payments received      $   544,600       $ 1,954,100

The Partnership pays a monthly administrative service fee to the General
Partner, resulting in expense of $90,000 in 2004 and $153,600 in 2003. This
expense represents administrative fees for the operations of the Partnership as
defined in the Partnership Agreement.

The allowance for possible loan and lease losses is based upon a continuing
review of past loss experience, current economic conditions, and the underlying
asset values of the portfolio. At the end of each quarter a review of the
allowance account is conducted. The Partnership has a total allowance of
$154,088 ($16,475 relating to other receivables) or 37% of the portfolio of
leases and notes and other receivables as of December 31, 2004. Management
believes its total allowance is adequate based on the underlying collateral
values of the lease and note contracts for past due contracts and historical
loss ratios. However, no assurance can be given that future losses or increases
in the total allowance will not be necessary. The Partnership's provision for
possible loan and lease losses was $34,043 in 2004 and $75,000 in 2003, and is
the result of various lease and note contract delinquencies. Management will
continue to monitor the portfolio of leases and notes and adjust the allowance
for possible loan and lease losses accordingly.

                                       6

<PAGE>
<TABLE>
<CAPTION>


At December 31, 2004, two customers were past due over 90 days. When a payment
is past due more than 90 days, the Partnership discontinues recognizing income
on the contract. The Partnership's net investment in these past due contracts
was $64,010. Management will continue to monitor the past due contracts and take
the necessary steps to protect the Partnership's investment.

Other general and administrative expenses include legal and accounting, data
processing, insurance, office supplies, and other miscellaneous expenses. These
expenses totalled $49,500 in 2004 and $112,935 in 2003. The change is generally
reflective of the smaller portfolio of leases and notes.

The General Partner is engaged directly for its own account in the business of
acquiring and leasing equipment. The General Partner also serves as the general
partner of Telecommunications Income Fund IX, L.P. ("TIF IX") and
Telecommunications Income Fund X, L.P. ("TIF X"), publicly owned limited
partnerships that are engaged in the equipment leasing business. Also, an
affiliate of the General Partner is the general partner of a privately offered
active limited partnership. TIF IX dissolved during 2004. TIF X is in its
liquidation phase and was scheduled to liquidate by December 31, 2002. TIF X did
not liquidate by December 31, 2002 and did not ask the limited partners to vote
via a proxy statement to extend the Partnership; therefore the Partnership will
be liquidated as soon as feasibly possible. As of December 31, 2004, the net
proceeds of the private program and TIF X have been invested in specific
equipment. The activities of the General Partner, in regards to its other
leasing activities, has had no impact on the Partnership to date in management's
opinion.

The equipment that the Partnership leases is maintained by the lessee, and the
lessee is responsible for keeping the equipment upgraded with any improvements
that may be developed. The Partnership generally establishes the equipment's
residual value at 10% of the equipment's original cost. The Partnership
generally expects to realize the residual value by the sale of the equipment at
the expiration of the original lease term. The General Partner monitors the
maintenance and upgrades to the equipment and expects the Partnership to realize
residual values of at least 10%.

The General Partner is not aware of any regulatory issues that may have a
substantial negative impact on the telecommunications businesses to whom the
Partnership leases equipment. There are and will continue to be regulatory
issues in the telecommunications industry that the General Partner will monitor.

The equipment leases or notes acquired by the Partnership have been financed to
yield rates of return between 8% and 17%. The lease terms vary from 36 months to
60 months. The rate charged on a particular lease or note depends on the size of
the transaction and the financial strength of the lessee. Generally, before any
lease or note is approved, there is a review of the potential lessees' financial
statements, credit references are checked, and outside business and/or
individual credit reports are obtained.

Inflation affects the cost of equipment purchased and the residual values
realized when leases terminate and equipment is sold. The impact of inflation is
mitigated as any increases in lease related expenses are passed on to the
lessees through corresponding increases in rental rates.

Liquidity and Capital Resources
Major Cash Sources (Uses):                                  2004              2003
                                                            ----              ----
    <S>                                              <C>                <C>
     Net cash from operating activities              $     (46,386)     $     (88,816)
     Repayments/terminations of leases & notes             503,725          1,882,022
     Distributions & withdrawals paid to partners         (627,375)        (1,792,745)

                                          7
</TABLE>

<PAGE>


The Partnership is required to establish working capital reserves of no less
than 1% of the total capital raised to satisfy general liquidity requirements,
operating costs of equipment, and the maintenance and refurbishment of
equipment. At December 31, 2004, that working capital reserve, as defined, would
be $125,930, and the Partnership had $134,156 of cash and cash equivalents at
December 31, 2004.

Cash flow from operating activities was a net use of cash of $46,386 in 2004 and
$88,816 in 2003 and is derived from the leasing operations of the Partnership,
resulting from the income from direct financing leases and notes receivable,
less operating expenses. The Partnership used proceeds from the repayment and
termination of leases and notes to make distributions to the partners.

The Partnership will attempt to liquidate its assets in an orderly manner to
achieve the highest price possible for the partners and make distributions as
cash becomes available through the collection or sale of leases and notes
receivable and other assets. The valuation of assets and liabilities necessarily
requires many estimates and assumptions and there are uncertainties in carrying
out the liquidation of the Partnership's net assets. The actual value of the
liquidating distributions will depend on a variety of factors, including the
actual timing of distributions to the partners. The actual amounts are likely to
differ from the amounts presented in the financial statements. Through December
31, 2004, there have been distributions totalling $7,207,766. As of December 31,
2004 the Partnership had $134,156 of cash on hand.

Market Risk
The table below presents the principal amounts due and weighted average interest
rates by expected maturity date of the Partnership's notes receivable as of
December 31, 2004.

          Expected                Fixed Rate           Average
        Maturity Date          Notes Receivable     Interest Rate
        -------------          ----------------     -------------
         2005                   $     107,222           10.0%
         2006                          94,559           11.5%
         2007                           7,364           11.5%
                                -------------
         Total                  $     209,145
                                =============

         Fair Value             $     157,000
                                =============

The Partnership manages interest rate risk, its primary market risk exposure, by
limiting the terms of notes receivable to no more than five years and generally
requiring full repayment ratably over the term of the note.


Item 7. Financial Statements
        --------------------
The following financial statements and related information are included in this
report:

     o    Report of Independent Registered Public Accounting Firm

     o    Statements of Net Assets as of December 31, 2004 (Liquidation Basis)
          and December 31, 2003 (Going Concern Basis)

     o    Statements of Changes in Net Assets as of December 31, 2004
          (Liquidation Basis) (Initial Adoption)

     o    Statements of Operations for the years ended December 31, 2004 and
          2003 (Going Concern Basis)

     o    Statements of Changes in Partners' Equity for the years ended December
          31, 2004 and 2003 (Going Concern Basis)

     o    Statements of Cash Flows for the years ended December 31, 2004 and
          2003 (Going Concern Basis)

     o    Notes to Financial Statements

                                       8

<PAGE>


McGladrey & Pullen
Certified Public Accountants


Report of Independent Registered Public Accounting Firm

To the Partners
Telecommunications Income Fund XI, L.P.
Marion, Iowa

We have audited the accompanying balance sheet of Telecommunications Income Fund
XI, L.P. (the "Partnership") as of December 31, 2003, and the related statements
of operations, partners' equity and cash flows for the years ended December 31,
2003 and December 31, 2004. In addition, we have audited the accompanying
statement of net assets in liquidation as of December 31, 2004 and the related
statement of changes in net assets (initial adoption of liquidation basis) as of
December 31, 2004. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

As described in Note 1 to the financial statements, the Partnership agreement
required that the orderly liquidation of the Partnership's net assets begins
December 31, 2004, and the Partnership commenced liquidation shortly thereafter.
As a result, the Partnership has changed its basis of accounting from the going
concern basis to a liquidation basis effective December 31, 2004.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Telecommunications Income Fund
XI, L.P. as of December 31, 2003, the results of its operations and its cash
flows for the years ended December 31, 2003 and 2004, its net assets in
liquidation as of December 31, 2004 and the related statement of changes in net
assets (initial adoption of liquidation basis) as of December 31 2004, in
conformity with U.S. generally accepted accounting principles applied on the
basis described in the preceding paragraph.

As discussed in Note 1 to the financial statements, because of inherent
uncertainty of valuation when an entity is in liquidation, the amounts
realizable from the disposition of the remaining assets may differ materially
from the amounts shown in the accompanying financial statements.

                                            /s/  McGladrey & Pullen, LLP
                                            -----------------------------------
                                                 McGladrey & Pullen, LLP

Cedar Rapids, Iowa
January 21, 2005


McGladrey & Pullen, LLP is a member firm of RSM International - an affiliation
of separate and independent legal entities.

                                       9

<PAGE>
<TABLE>
<CAPTION>


Telecommunications Income Fund XI, L.P.

Statements of Net Assets
December 31, 2004 (Liquidation Basis) and December 31, 2003 (Going Concern Basis)



Assets                                                             2004           2003
-----------------------------------------------------------------------------------------
<S>                                                            <C>            <C>
Cash and cash equivalents                                      $   134,156    $   312,480
                                                               -----------    -----------

Net investment in direct financing leases and
  notes receivable (Note 2)                                        380,560      1,312,834
Allowance for possible loan and lease losses (Note 3)             (137,613)      (522,147)
                                                               -----------    -----------
                                                                   242,947        790,687
                                                               -----------    -----------

Other receivables                                                   16,476         56,388
                                                               -----------    -----------
                                                               $   393,579    $ 1,159,555
                                                               ===========    ===========


Liabilities and Net Assets
-----------------------------------------------------------------------------------------
Liabilities:
  Due to affiliates                                            $       413    $     1,523
  Distributions payable to partners                                 85,000         98,584
  Accounts payable and accrued expenses                              5,658         38,616
  Lease security deposits                                           10,334         18,622
  Reserve for estimated costs during the period of liquidation     205,000           --
                                                               -----------    -----------
                                                                   306,405        157,345
                                                               -----------    -----------

Net assets                                                          87,174      1,002,210
                                                               -----------    -----------
                                                               $   393,579    $ 1,159,555
                                                               ===========    ===========


See Notes to Financial Statements

                                            10
</TABLE>

<PAGE>


Telecommunications Income Fund XI, L.P.

Statements of Changes in Net Assets
Year Ended December 31, 2004 (Liquidation Basis) (Initial Adoption of
Liquidation Basis)


--------------------------------------------------------------------------------


Net assets, December 31, 2004 (Going Concern Basis)                   $ 292,174
  Change in estimate of liquidation value of net assets (Note 1)       (205,000)
                                                                      ---------
Net assets, December 31, 2004 (Liquidation Basis)                     $  87,174
                                                                      =========

See Notes to Financial Statements.

                                       11

<PAGE>
<TABLE>
<CAPTION>


Telecommunications Income Fund XI, L.P.

Statements of Operations (Going Concern Basis)
Years Ended December 31, 2004 and 2003


                                                            2004         2003
--------------------------------------------------------------------------------

<S>                                                       <C>          <C>
Revenue:
  Income from direct financing leases and
    notes receivable                                      $  68,392    $ 214,920
  Gain on lease terminations                                  6,508       64,170
  Interest and other income                                  13,290       22,194
                                                          ---------    ---------
         Total revenue                                       88,190      301,284
                                                          ---------    ---------

Expenses:
  Management and administrative fees (Note 5)               100,892      192,682
  Other general and administrative expenses                  49,500      112,935
  Provision for possible loan and lease losses (Note 3)      34,043       75,000
                                                          ---------    ---------
         Total expenses                                     184,435      380,617
                                                          ---------    ---------

         Net (loss)                                       $ (96,245)   $ (79,333)
                                                          =========    =========

Net (loss) allocated to:
  General partner                                         $     (78)   $     (64)
  Limited partners                                          (96,167)     (79,269)
                                                          ---------    ---------
                                                          $ (96,245)   $ (79,333)
                                                          =========    =========

Net (loss) per partnership unit                           $   (7.83)   $   (6.42)
                                                          =========    =========

Weighted average partnership units outstanding               12,298       12,358
                                                          =========    =========

See Notes to Financial Statements

                                       12
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Telecommunications Income Fund XI, L.P.

Statements of Changes in Partners' Equity (Going Concern Basis)
Years Ended December 31, 2004 and 2003


                                                           General             Limited Partners           Total
                                                           Partner       --------------------------      Partners'
                                                          (10 Units)         Units         Amount         Equity
------------------------------------------------------------------------------------------------------------------

<S>                                                      <C>                 <C>       <C>            <C>
Net assets, December 31, 2002                             $     2,914         12,359    $ 2,871,004    $ 2,873,918
  Distributions to partners ($144.53 per unit) (Note 4)        (1,445)          --       (1,784,619)    (1,786,064)
  Withdrawals of limited partners                                --              (46)        (6,311)        (6,311)
  Net (loss)                                                      (64)          --          (79,269)       (79,333)
                                                          -----------    -----------    -----------    -----------
Net assets, December 31, 2003                                   1,405         12,313      1,000,805      1,002,210
  Distributions to partners ($49.60 per unit) (Note 4)           (496)          --         (609,504)      (610,000)
  Withdrawals of limited partners                                --              (66)        (3,791)        (3,791)
  Net (loss)                                                      (78)          --          (96,167)       (96,245)
                                                          -----------    -----------    -----------    -----------
Net assets, December 31, 2004                             $       831         12,247    $   291,343    $   292,174
                                                          ===========    ===========    ===========    ===========

See Notes to Financial Statements


                                                        13
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Telecommunications Income Fund XI, L.P.

Statements of Cash Flows (Going Concern Basis)
Years Ended December 31, 2004 and 2003

                                                             2004           2003
------------------------------------------------------------------------------------
<S>                                                      <C>            <C>
Cash Flows from Operating Activities:
  Net (loss)                                             $   (96,245)   $   (79,333)
  Adjustments to reconcile net (loss) to net cash
    (used in) operating activities:
    (Gain) on lease terminations                              (6,508)       (64,170)
    Amortization of intangibles                                 --                1
    Provision for possible loan and lease losses              34,043         75,000
    Changes in operating assets and liabilities:
      Other receivables                                       56,392         54,983
      Due to affiliates                                       (1,110)          (542)
      Accounts payable and accrued expenses                  (32,958)       (74,755)
                                                         -----------    -----------
         Net cash (used in) operating activities             (46,386)       (88,816)
                                                         -----------    -----------

Cash Flows from Investing Activities:
  Purchases of equipment for direct financing leases            --          (37,931)
  Repayments of direct financing leases                      303,536        754,923
  Proceeds from termination of direct financing leases        64,189        894,015
  Repayments of notes receivable                             136,000        233,084
  Issuance of notes receivable                                  --          (41,000)
  Net lease security deposits (paid)                          (8,288)       (17,770)
                                                         -----------    -----------
         Net cash provided by investing activities           495,437      1,785,321
                                                         -----------    -----------

Cash Flows from Financing Activities:
  Distributions and withdrawals paid to partners            (627,375)    (1,792,743)
                                                         -----------    -----------
         Net cash (used in) financing activities            (627,375)    (1,792,743)
                                                         -----------    -----------

         Net (decrease) in cash and cash equivalents        (178,324)       (96,238)

Cash and cash equivalents:
  Beginning                                                  312,480        408,718
                                                         -----------    -----------
  Ending                                                 $   134,156    $   312,480
                                                         ===========    ===========

See Notes to Financial Statements

                                         14
</TABLE>

<PAGE>

Telecommunications Income Fund XI, L.P.

Notes to Financial Statements

--------------------------------------------------------------------------------


Note 1.   Nature of Business and Significant Accounting Policies

Nature of business:

     Telecommunications Income Fund XI, L.P. (the "Partnership") was formed on
     August 26, 1997 under the Iowa Limited Partnership Act. The general partner
     is Commercial Power Finance, Inc. (the "General Partner"), which changed
     its name from Berthel Fisher & Company Leasing, Inc. in March 2004, an Iowa
     corporation. During its offering period, the Partnership sold 12,583
     limited partnership units at a price per unit of $1,000.

     The Partnership operates in one segment. The Partnership's operations are
     conducted throughout the United States. The Partnership primarily acquires
     equipment for lease to third parties under a direct finance arrangement.
     The Partnership will also provide financing to customers under a note
     agreement. Certain agreements exceed 10% of the Partnership's direct
     finance lease and notes receivable portfolio. The Partnership ceased
     reinvestment in equipment and leases and began the orderly liquidation of
     Partnership assets in December 2004, as required by the Partnership
     agreement. The Partnership must dissolve on December 31, 2012, or earlier,
     upon the occurrence of certain events (see Note 5).

Significant accounting policies:
     Basis of Presentation: The Partnership began the orderly liquidation of
     Partnership assets in December 2004 as discussed above. As a result, on
     December 31, 2004 the Partnership adopted the liquidation basis of
     accounting. The statement of net assets as of December 31, 2004 and the
     statement of changes in net assets as of December 31, 2004 have been
     prepared on the liquidation basis. Accordingly, assets have been valued at
     estimated net realizable value and liabilities include estimated costs
     associated with carrying out the plan of liquidation.

     The net adjustment as of December 31, 2004 required to convert to the
     liquidation basis of accounting was a decrease in carrying value of
     $205,000, which is included in the statement of changes in net assets as of
     December 31, 2004. The amount was attributable to the recording of
     estimated liabilities associated with carrying out the liquidation in the
     amount of $205,000.

     The valuation of assets and liabilities necessarily requires many estimates
     and assumptions and there are uncertainties in carrying out the liquidation
     of the Partnership's net assets. The actual value of the liquidation
     distributions will depend on a variety of factors, including the actual
     timing of distributions to partners. The actual amounts are likely to
     differ from the amounts presented in the financial statements.

     The statement of net assets as of December 31, 2003 (going concern basis)
     and the related statements (going concern basis) of operations, changes in
     partners' equity and cash flows for the years ended December 31, 2004 and
     2003 have been prepared using the historical cost basis (going concern
     basis) of accounting on which the Partnership had previously reported its
     financial condition, results of operations and cash flows.

     Use of estimates: The preparation of financial statements in conformity
     with accounting principles generally accepted in the United States of
     America requires management to make estimates and assumptions that affect
     the reported amounts of assets and liabilities and disclosure of contingent
     assets and liabilities at the date of the financial statements and the
     reported amounts of revenues and expenses during the reporting period.
     Actual results could differ significantly from those estimated. Material
     estimates that are particularly susceptible to significant change in the
     near-term relate to the determination of the allowance for possible loan
     and lease losses, the estimated unguaranteed residual values of the
     Partnership's leased equipment, and the reserve for estimated costs during
     the period of liquidation.

                                       15

<PAGE>


Telecommunications Income Fund XI, L.P.

Notes to Financial Statements

--------------------------------------------------------------------------------

Note 1.   Nature of Business and Significant Accounting Policies (Continued)


     Most of the Partnership's leases and notes receivable are with customers
     that are in the entrepreneurial stage, are highly leveraged, and require
     financing in place of or to supplement financing from banks. Although the
     Partnership attempts to mitigate its credit risk through the use of a
     variety of commercial credit reporting agencies when processing the
     applications of its customers, failure of the Partnership's customers to
     make scheduled payments under their equipment leases and notes receivable
     could have a material near-term impact on the allowance for possible loan
     and lease losses.

     Realization of residual values depends on many factors, several of which
     are not within the Partnership's control, including general market
     conditions at the time of the lease contract's expiration, whether there
     has been unusual wear and tear on, or use of, the equipment, the cost of
     comparable new equipment, the extent, if any, to which the equipment has
     become technologically or economically obsolete during the contract term
     and the effects of any additional or amended government regulations. Also,
     the used equipment market, particularly the telecommunications market, can
     be volatile. These factors, among others, could have a material near-term
     impact on the estimated unguaranteed residual values.

     Certain risk concentrations: The Partnership's portfolio of leases and
     notes receivable are concentrated in pay telephones, industrial equipment,
     and office and computer equipment representing approximately 57%, 24%, and
     16% as of December 31, 2004 of the portfolio and 71%, 13%, and 8% as of
     December 31, 2003 respectively.

     Three customers account for approximately 62% of the Partnership's net
     investment in direct financing leases and notes receivable portfolio at
     December 31, 2004. (Three customers represented 36% at December 31, 2003.)

     Related party transactions: In fulfilling its role as general partner,
     Commercial Power Finance, Inc. enters into transactions with the
     Partnership in the normal course of business. Further, the Partnership
     enters into transactions with affiliates of Commercial Power Finance, Inc.
     These transactions are set forth in the notes that follow. Management is of
     the opinion that these transactions are in accordance with the terms of the
     Agreement of Limited Partnership.

     Cash and cash equivalents: The Partnership considers all highly liquid
     investments with a maturity of three months or less when purchased to be
     cash equivalents.

     Net investment in direct financing leases: The Partnership's primary
     activity consists of leasing equipment under direct financing leases
     generally over a period of three to five years. At the time of closing a
     direct financing lease, the Partnership records the gross lease contract
     receivable, the estimated unguaranteed residual value and unearned lease
     income. The unearned lease income represents the excess of the gross lease
     receivable plus the estimated unguaranteed residual value over the cost of
     the equipment leased. In addition, the Partnership capitalizes all initial
     direct costs associated with originating the direct financing lease. The
     unearned income and initial direct costs are amortized to income over the
     lease term so as to produce a constant periodic rate-of-return on the net
     investment in the lease. Lessees are responsible for all taxes, insurance,
     and maintenance costs.

     The realization of the estimated unguaranteed residual value of Ieased
     equipment depends on the value of the leased equipment at the end of the
     lease term and is not a part of the contractual agreement with the lessee.
     Estimated residual values are based on estimates of amounts historically
     realized by the Partnership for similar equipment and are periodically
     reviewed by management for possible impairment.

                                       16

<PAGE>
<TABLE>
<CAPTION>


Telecommunications Income Fund XI, L.P.

Notes to Financial Statements

--------------------------------------------------------------------------------

Note 1.   Nature of Business and Significant Accounting Policies (Continued)


     Notes receivable: Notes receivable are carried at the principal balance
     outstanding. Interest income on notes receivable is accrued based on the
     principal amount outstanding.

     Allowance for possible loan and lease losses: The Partnership performs
     credit evaluations prior to approval of a loan and lease. Subsequently, the
     creditworthiness of the customer and the value of the underlying assets are
     monitored on an ongoing basis. Under its lease agreements, the Partnership
     retains legal ownership of the leased asset. The Partnership maintains an
     allowance for possible loan and lease losses which could arise should
     customers become unable to discharge their obligations under the loan and
     lease agreements. The allowance for possible loan and lease losses is
     maintained at a level deemed appropriate by management to provide for known
     and inherent risks in the loan and lease portfolio. The allowance is based
     upon a continuing review of past loss experience, current economic
     conditions, delinquent loans and leases, an estimate of potential loss
     exposure on significant customers in adverse situations, and the underlying
     asset value. The consideration of such future probable losses also includes
     an evaluation for other than temporary declines in value of the underlying
     assets. Loans and leases, which are deemed uncollectible, are charged off
     and deducted from the allowance. The provision for possible loan and lease
     losses and recoveries are added to the allowance.

     Tax status: Under present income tax laws, the Partnership is not liable
     for income taxes, as each partner recognizes a proportionate share of the
     Partnership income or loss in their income tax return. Accordingly, no
     provision for income taxes is made in the financial statements of the
     Partnership.

     Net loss per partnership unit: Net loss per partnership unit is based on
     the weighted average number of units outstanding (including both general
     and limited partners' units).


Note 2.   Net Investment in Direct Financing Leases and Notes Receivable


The Partnership's net investment in direct financing leases and notes receivable
consists of the following at December 31, 2004 and 2003:


                                                             2004           2003
                                                         --------------------------
<S>                                                      <C>            <C>
Minimum lease payments receivable                        $   218,685    $   683,634
Estimated unguaranteed residual values                        15,496         65,187
Unearned income                                              (62,766)      (108,192)
Notes receivable collateralized primarily by pay phone
  equipment and related site agreements, 8% to 17.2%,
  maturing through 2007                                      209,145        672,205
                                                         -----------    -----------
         Net investment in direct financing leases and
         notes receivable                                $   380,560    $ 1,312,834
                                                         ===========    ===========

                                         17
</TABLE>

<PAGE>


Telecommunications Income Fund XI, L.P.

Notes to Financial Statements

--------------------------------------------------------------------------------

Note 2.   Net Investment in Direct Financing Leases and Notes Receivable
(Continued)

As of December 31, 2004, the contractual principal maturities of notes
receivable, the future minimum payments to be received under direct financing
leases, and the estimated unguaranteed residuals to be realized at the
expiration of direct financing leases are as follows:

                                                    Minimum          Estimated
                                 Contractual         Lease          Unguaranteed
                                 Principal          Payments          Residual
                                 Maturities        Receivable          Values
                                  --------------------------------------------
Year ending December 31:
                      2005        $107,222          $136,415          $ 13,995
                      2006          94,559            59,765             1,499
                      2007           7,364            21,832                 1
                      2008            --                 673                 1
                                  --------          --------          --------
                                  $209,145          $218,685          $ 15,496
                                  ========          ========          ========

Customers accounting for 10% or more od the amount of income from direct
financing leases and notes receivable during one or more of the periods
presented are as follows:

                                                          2004            2003
                                                        ------------------------
Customer A                                                 13%             6%
Customer B                                                 14%             6%


Note 3.   Allowance for Possible Loan and Lease Losses

The Changes in the allowance for possible loan and lease losses for the years
ended December 31, 2004 and 2003 are as follows:


                                                         2004            2003
                                                      -------------------------

Balance, beginning                                    $ 522,147       $ 984,556
  Provision                                              34,043          75,000
  Charge-offs, net of recoveries                       (435,056)       (565,849)
  Reclassification to other receivables                  16,479          28,440
                                                      ---------       ---------
Balance, ending                                       $ 137,613       $ 522,147
                                                      =========       =========

                                       18

<PAGE>


Telecommunications Income Fund XI, L.P.

Notes to Financial Statements

--------------------------------------------------------------------------------

Note 3.   Allowance for Possible Loan and Lease Losses (Continued)


The allowance for possible loan and lease losses consisted of specific
allowances for leases and notes receivable of $119,656 and $484,057 and a
general unallocated allowance of $17,957 and $38,090, respectively, at December
31, 2004 and 2003.

As of December 31, 2004, the Partnership had two customers with payments over 90
days past due. The Partnership's net investment in lease contracts or notes
receivable with these customers totaled $64,010. Management has provided a
specific allowance of $64,010 at December 31, 2004 related to these customers.

Note 4.   Limited Partnership Agreement

The Partnership was formed pursuant to an Agreement of Limited Partnership dated
as of August 26, 1997 (Agreement). The Agreement outlines capital contributions
to be made by the partners and the allocation of cash distributions, net income,
and net loss to the partners. Capital contributions by the partners to the
partnership will consist of the $10,000 contributed by the General Partner and
the amounts contributed by limited partners for the purchase of their units
($1,000 per unit).

Net income or net loss allocated to the limited partners (and to the General
Partner) is apportioned among them based on the number of units held and on the
number of days within the fiscal year that they were limited partners. Any
Partnership net loss will first be allocated to the partners to the extent of
their positive capital accounts. Any additional Partnership net loss will be
allocated to the General Partner. Any Partnership net income will first be
allocated to partners with negative capital accounts in proportion to, and to
the extent of, such negative capital accounts. Except as provided below, any
Partnership net income will then be allocated to the partners. During the
liquidating phase of the Partnership, net income earned that results in
Partnership assets to be distributed 80% to the limited partners and 20% to the
General Partner will be allocated 80% to the limited partners and 20% to the
General Partner.

A partner's share of profits, losses, and operating distributions to partners
(distributions of up to 9.6% annually made during the operating phase) is based
upon the amount of each partner's adjusted capital contribution (a partner's
capital contribution, reduced by all payments to the partner that qualify as a
liquidating distribution or return of capital) and each limited partner's
admission date (the date a limited partner is admitted to the Partnership).

During the Partnership's operating phase, to the extent there is cash available
for distribution, cash distributions will be made on a monthly basis in the
following order of priority: first, to reimburse the General Partner for
administrative services it provides to the Partnership, as further described in
the Agreement (see Note 5); second, to the limited partners up to amounts
representing a 9.6% cumulative annual return on their adjusted capital
contribution (as defined); and, third, to the General Partner, representing a
monthly equipment management fee of 2% of the gross rental payments received by
the Partnership (see Note 5). To the extent that cash is not available to pay
all or a portion of the equipment management fee pursuant to the above priority
distributions, such fee will accrue and accumulate. Any remaining cash
distributions after payment of the above (including arrearages) will be paid, at
the discretion of the General Partner, to the limited partners.

                                       19

<PAGE>


Telecommunications Income Fund XI, L.P.

Notes to Financial Statements

--------------------------------------------------------------------------------

Note 4.   Limited Partnership Agreement (Continued)


As discussed in Note 1, the Partnership entered the liquidating phase effective
December 31, 2004. During the liquidating phase, amounts available to be
distributed among the partners after satisfaction of all Partnership liabilities
and obligations and/or the provision of reserves for future or contingent
Partnership liabilities will be distributed in order of priority: first, payment
of the General Partner's expense reimbursement; second, payment to the partners,
to the extent necessary to pay to the partners during the term of their
investment in the Partnership, operating distributions of 8% annually (on a
cumulative, compounded daily basis) on their adjusted capital contributions;
third, payment to the partners of 100% of their adjusted capital contributions
to the Partnership; fourth, payment to the partners to the extent they have not
received, during the term of their investment in the Partnership, distributions
totaling 9.6% annually (calculated only through the end of the operating phase),
noncompounded, on their adjusted capital contributions; fifth, payment to the
General Partner of any unpaid arrearages in its management fee; and sixth,
payment of any remaining amounts will be made 80% to the limited partners and
20% to the General Partner; provided, however, the General Partner will not
receive its share of these remaining amounts until such time as the limited
partners have received operating distributions and liquidating distributions
equal to their capital contributions plus 9.6% annually, noncompounded, on their
adjusted capital contributions.

Note 5.   Management and Service Agreements


The Partnership paid the General Partner acquisition fees of 5% of the cost of
equipment financing provided by the Partnership, which was none and $559 for the
years ended December 31, 2004 and 2003, respectively.

The Partnership also pays an equipment management fee equal to 2% of the amount
of gross rental payments received, to the General Partner. During the years
ended December 31, 2004 and 2003, those management fees aggregated $10,892 and
$39,082, respectively.

In addition, the General Partner is reimbursed for certain other costs under an
administrative services agreement. Amounts incurred by the Partnership pursuant
to this agreement amounted to $90,000 and $153,600 for the years ended December
31, 2004 and 2003, respectively.

                                       20

<PAGE>
<TABLE>
<CAPTION>


Telecommunications Income Fund XI, L.P.

Notes to Financial Statements

--------------------------------------------------------------------------------


Note 6.   Reconciliation of Financial and Income Tax Reporting Basis


A reconciliation of net loss for financial reporting purposes with the related
amount reported for income tax purposes for the years ended December 31, 2004
and 2003 is as follows:


                                               2004                         2003
                                     ------------------------      ------------------------
                                       Amount        Per Unit        Amount       Per Unit
                                     ------------------------      ------------------------
<S>                                  <C>            <C>            <C>            <C>
Net loss for financial reporting
  purposes                           $ (96,245)     $   (7.83)     $ (79,333)     $   (6.42)
Adjustments to convert direct
  financing leases to operating
  leases for income tax purposes        55,995           4.55        537,837          43.52
Net change in allowance for
  possible loan and lease losses      (401,013)        (32.60)      (372,964)        (30.18)
Gain (loss) on lease terminations         --          --            (117,886)         (9.54)
                                     ---------      ---------      ---------      ---------
     Net (loss) for income tax
     reporting purposes              $(441,263)     $  (35.88)     $ (32,346)     $   (2.62)
                                     =========      =========      =========      =========



Note 7.  Disclosure About Fair Value of Financial Instruments


The fair value amounts disclosed below are based on estimates prepared by
management based on valuation methods appropriate in the circumstances.
Accounting principles generally accepted in the United States of America do not
require disclosure for lease contracts. The carrying amount for financial
instruments included among cash and cash equivalents, other receivables and
short-term payables approximates their fair value because of the short maturity
of those instruments. The estimated fair value of notes receivable is based
principally on discounted future cash flows at rates commensurate with the
credit and interest rate risk involved.

The estimated fair values of the Partnership's other significant financial
instruments are as follows at December 31, 2004 and 2003:


                                       2004                         2003
                              ---------------------- ---------------------------
                              Carrying        Fair        Carrying        Fair
                               Amount         Value        Amount         Value
                              --------------------------------------------------

Notes receivable              $209,145      $157,000      $672,205      $349,000


                                       21
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Telecommunications Income Fund XI, L.P.

Notes to Financial Statements

--------------------------------------------------------------------------------

Note 8.   Quarterly Financial Information (Unaudited) - Going Concern Basis


                                           First        Second       Third       Fourth        Total
                                         -------------------------------------------------------------
                                                                      2004
                                         -------------------------------------------------------------
<S>                                      <C>          <C>          <C>          <C>          <C>
Revenues                                 $  27,866    $  20,581    $  22,456    $  17,287    $  88,190
Expenses                                   125,245       39,099       36,530      (16,439)     184,435
Net income (loss)                          (97,379)     (18,518)     (14,074)      33,726      (96,245)

Net income (loss) per partnership unit   $   (7.90)   $   (1.50)   $   (1.14)   $    2.75    $   (7.83)


Expenses in the fourth quarter of 2004 include a reduction of the provision for
possible loan and lease losses of approximately $16,000 based upon management's
evaluation of the leases and contracts outstanding. Also included in expenses is
the reduction of the property tax escrow liability of $30,000 based on the age
of the contracts and the period for which the Partnership is liable.

The Partnership began the orderly liquidation of Partnership assets in December
2004 as discussed above. As a result, on December 31, 2004, the Partnership
adopted the liquidation basis of accounting. The statement of net assets as of
December 31, 2004 and the statement of changes in net assets as of December 31,
2004 have been prepared on the liquidation basis. Accordingly, assets have been
valued at estimated net realizable value and liabilities include estimated costs
associated with carrying out the plan of liquidation.

The net adjustment as of December 31, 2004 required to convert to the
liquidation basis of accounting was a decrease in carrying value of $205,000,
which is included in the statement of changes in net assets as of December 31,
2004. The amount was attributable to the recording of estimated liabilities
associated with carrying out the liquidation in the amount of $205,000.


                                           First       Second       Third       Fourth        Total
                                         ------------------------------------------------------------
                                                                    2003
                                         ------------------------------------------------------------

Revenues                                 $ 144,531   $  62,840    $  53,797    $  40,116    $ 301,284
Expenses                                   120,551      68,021       65,524      126,521      380,617
Net income (loss)                           23,980      (5,181)     (11,727)     (86,405)     (79,333)

Net income (loss) per partnership unit   $    1.94   $   (0.42)   $   (0.95)   $   (7.00)   $   (6.42)


Expenses for the fourth quarter of 2003 include a provision for possible loan
and lease losses of $71,000, primarily the result of a significantly
deteriorated value of the phones and other equipment under certain lease and
note contracts.


                                                  22
</TABLE>

<PAGE>



Item 8.   Changes in and Disagreements with Accountants on Accounting and
          ---------------------------------------------------------------
Financial Disclosure
--------------------
On October 13, 2003, Telecommunications Income Fund XI, L.P. notified Deloitte &
Touche (Deloitte) that it would be dismissing Deloitte and appointing a new
independent certifying accountant for the current fiscal year. The Partnership
has engaged McGladrey & Pullen, LLP as its new independent certifying accountant
for the current fiscal year.

Prior to such notification, the Partnership did not consult with McGladrey &
Pullen, LLP regarding the application of accounting principles to a specific
completed or contemplated transaction or any matter that was either the subject
of a disagreement or a reportable event. The Partnership also did not consult
with McGladrey & Pullen, LLP regarding the type of opinion that might be
rendered on the Partnership's financial statements.

The report of Deloitte on the Partnership's financial statements for the fiscal
year ended December 31, 2002 contained no adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope, or
accounting principles. In connection with its audit for the fiscal year ended
December 31, 2002 and the subsequent interim accounting period preceding the
Partnership's notification to Deloitte of its intention to dismiss such firm,
there has been no disagreements with Deloitte on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure that, if not resolved to the satisfaction of Deloitte, would have
caused such firm to make reference to the subject matter of the disagreement(s)
in connection with this report.

The Audit Committee of the Parent of the General Partner participated in and
approved the decision to change the Partnership's external auditors and the
Board made the appointment.


Item 8A.  Controls and Procedures
          -----------------------
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of
the Partnership's management, including the Chief Executive Officer (CEO) and
Chief Financial Officer (CFO), of the effectiveness of our disclosure controls
and procedures. Based on that evaluation, the CEO and CFO concluded that as of
the end of the period covered by this report, our disclosure controls and
procedures are effective to provide reasonable assurance that information
required to be disclosed by us in reports that we file or submit under the
Securities Exchange of 1934 is recorded, processed, summarized, and timely
reported as provided in the SEC's rules and forms.

Changes in Internal Controls
No changes occurred since the quarter ended September 30, 2004 in our internal
controls over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

                                       23

<PAGE>


                                    Part III

Item 9. Directors and Executive Officers of the Registrant
        --------------------------------------------------
A. The General Partner of the registrant:

         Commercial Power Finance, Inc., an Iowa corporation.

B. Executive officers of the General Partner of the Registrant:

Thomas J. Berthel (age 53) - Mr. Berthel is the Chief Executive Officer,
President, and Director of the General Partner, a position he has held since the
General Partner's inception in 1988. Mr. Berthel is also President and a
Director of the General Partner's parent, Berthel Fisher & Company ("Berthel
Fisher"), which he founded in 1985, and Berthel Fisher's other subsidiaries,
Berthel Fisher & Company Financial Services, Inc.; Berthel Fisher & Company
Management Corp.; Berthel Fisher & Company Planning, Inc.; and one other
corporation which acts as general partner of a separate private program. He also
serves as the Chairman of the Board and Director of Amana Colonies Golf Course,
Inc. Mr. Berthel holds a bachelor's degree from St. Ambrose College in
Davenport, Iowa (1974). From 1974 to 1982, Mr. Berthel was President and
majority shareholder of Insurance Planning Services Corporation in Maquoketa,
Iowa, which was engaged in the operation of a securities and insurance business.
Mr. Berthel holds a Financial and Operation Principal license issued by the
National Association of Securities Dealers, Inc. Mr. Berthel is also a Certified
Life Underwriter. Mr. Berthel also serves as an individual general partner of
the limited partnership referred to above. Mr. Berthel received a MBA degree
from the University of Iowa in 1993.

Ronald O. Brendengen (age 50) - Mr. Brendengen is the Treasurer, Chief Operating
Officer, Chief Financial Officer, and a Director (1988 to present) of the
General Partner. He was elected to his current offices in October 1996. He
served as Treasurer and Chief Financial Officer since October 1996. He has also
served as Secretary (1994 - March, 1995), Treasurer (1988-August 1995) and Chief
Financial Officer (1994 - August 1995) of the General Partner. He served as
Controller (1985-1993), Treasurer (1987-present), Chief Financial Officer,
Secretary and a Director (1987-present), and was also elected Chief Operating
Officer in January 1998, of Berthel Fisher & Company, the parent company of the
General Partner. Mr. Brendengen serves as the Treasurer, Chief Financial Officer
and a Director of Berthel Fisher & Company Planning, Inc., the trust advisor of
Berthel Growth & Income Trust I, a company required to file reports pursuant to
the Securities Exchange Act of 1934. He also serves in various offices and as a
Director of each subsidiary of Berthel Fisher & Company. Mr. Brendengen holds a
certified public accounting certificate and worked in public accounting during
1984 and 1985. From 1979 to 1984, Mr. Brendengen worked in various capacities
for Morris Plan and MorAmerica Financial Corp., Cedar Rapids, Iowa. Mr.
Brendengen attended the University of Iowa before receiving a bachelor's degree
in Accounting and Business Administration with a minor in Economics from Mt.
Mercy College, Cedar Rapids, Iowa, in 1978.

                                       24

<PAGE>
<TABLE>
<CAPTION>


Item 10.  Executive Compensation
          ----------------------
Set forth is the information relating to all direct remuneration paid or accrued
by the Registrant during the last three years to the General Partner:


(A)                                   (B)        (C)                       (C1)                  (C2)                (D)

                                                                                                 Securities of
                                                                                                 property
                                                                                                 insurance           Aggregate
                                                                                                 benefits or         of
                                                 Cash and cash                                   reimbursement       contingent
Name of individual                    Year       equivalent forms                                personal            or forms of
and capacities served                 Ended      of remuneration           Fees                  benefits            remuneration
---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>        <C>                       <C>                   <C>                 <C>
Commercial Power Finance, Inc.        2004       $ -0-                     $     100,892         $  -0-              $  -0-
(General Partner)                     2003       $ -0-                     $     192,682         $  -0-              $  -0-
                                      2002       $ -0-                     $     252,890         $  -0-              $  -0-

                                                                25
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Item 11.  Security Ownership of Certain Beneficial Owners and Management and
          ------------------------------------------------------------------
Related Stockholder Matters
---------------------------

     (a) No person owns of record, or is known by the Registrant to own
beneficially, more than five percent of the Partnership Units.

     (b) The General Partner of the Registrant owns Units of the Registrant set
forth in the following table.

     (1)                       (2)                                 (3)                       (4)
                      Name and Address of                 Amount and Nature of
Title of Class        Beneficial Ownership                Beneficial Ownership         Percent of Class
--------------        --------------------                --------------------         ----------------
<S>                   <C>                                 <C>                                <C>
Units                 Commercial Power Finance, Inc.      Ten (10) Units;                    .08%
                      701 Tama Street                     sole owner.
                      Marion, IA 52302

Item 12.  Certain Relationships and Related Transactions
          ----------------------------------------------
Related party transactions are described in Notes 4 and 5 of the notes to the
financial statements.

Item 13.  Exhibits
          --------
3,4 Amended and Restated Agreement of Telecommunications Income Fund XI, L.P.
currently in effect incorporated herein by reference to Exhibit A in the
Partnership's registration statement on Form S-1, effective November 26,1997

10.3 Revolving Loan and Security Agreement incorporated herein by reference to
the Partnership's Form 10-Q filed on May 13, 1999

31.1 Certification of Chief Executive Officer
31.2 Certification of Chief Financial Officer
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350


Item 14.  Principal Accountant Fees and Services
          --------------------------------------
Audit and Non-Audit Fees
The following table presents fees for professional services rendered by
McGladrey & Pullen, LLP for the audit of Telecommunications Income Fund XI, L.P.
annual financial statements for the years ended December 31, 2004 and 2003, and
fees billed for other services rendered by McGladrey & Pullen, LLP and RSM
McGladrey, Inc. (an affiliate of McGladrey & Pullen, LLP).

                                    2004                2003
                                    ----                ----
Audit Fees (1)                 $    33,800          $    29,500
Audit-Related Fees                     -0-                  -0-
Tax Services (2)                     9,900                  -0-
All Other Fees                         -0-                  -0-
                               -----------          -----------
                               $    43,700          $    29,500
                               ===========          ===========

(1) Audit fees consist of fees for professional services rendered for the audit
of Telecommunications Income Fund XI, L.P.'s (the "Partnership") financial
statements and review of financial statements included in Partnership's
quarterly reports and services normally provided by the independent auditor in
connection with statutory and regulatory filings or engagements.

(2)Tax services consist of preparation of the Partnership's income tax returns.

                                       26
</TABLE>

<PAGE>


                                   SIGNATURES

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

                     TELECOMMUNICATIONS INCOME FUND XI, L.P.
                                  (Registrant)

By Commercial Power Finance, Inc.

By:  /s/  Thomas J. Berthel                                 Date: March 15, 2005
   -------------------------------
          Thomas J. Berthel
          President, Chief Executive Officer

By Commercial Power Finance, Inc.

By:  /s/  Ronald O. Brendengen                              Date: March 15, 2005
   -------------------------------
          Ronald O. Brendengen
          Chief Operating Officer,
          Chief Financial Officer, Treasurer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

/s/  Thomas J. Berthel                                      Date: March 15, 2005
----------------------------------
     Thomas J. Berthel
     Chief Executive Officer
     President, Director
     Commercial Power Finance, Inc.
     Corporate General Partner

/s/  Ronald O. Brendengen                                   Date: March 15, 2005
----------------------------------
     Ronald O. Brendengen
     Chief Operating Officer, Chief Financial Officer,
     Treasurer, Director
     Commercial Power Finance, Inc.
     Corporate General Partner

/s/  Daniel P. Wegmann                                      Date: March 15, 2005
----------------------------------
     Daniel P. Wegmann
     Controller
     Commercial Power Finance, Inc.
     Corporate General Partner

/s/  Leslie D. Smith                                        Date: March 15, 2005
----------------------------------
     Leslie D. Smith
     Director
     Commercial Power Finance, Inc.
     Corporate General Partner

                                       27