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

                                    FORM 10-K

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

                  For the fiscal year ended December 31, 2002

     ( )  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. Yes  X  No
                                      -----  -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not 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-K
or any amendment to this Form 10-K (X).

As of March 4, 2003, 12,369 units were issued and outstanding. Based on the book
value of $232.35 per unit at December 31, 2002, the aggregate market value at
March 4, 2003 was $2,873,937.

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

<PAGE>


                     TELECOMMUNICATIONS INCOME FUND XI, L.P.
                          2002 FORM 10-K ANNUAL REPORT
                                TABLE OF CONTENTS



                                                                            Page
                                     PART I

Item 1.   Business-------------------------------------------------------------3
Item 2.   Properties-----------------------------------------------------------5
Item 3.   Legal Proceedings----------------------------------------------------5
Item 4.   Submission of Matters to a Vote of Unit Holders----------------------5


                                     PART II

Item 5.   Market for the Registrant's Common Equity
              and Related Stockholder Matters----------------------------------5
Item 6.   Selected Financial Data----------------------------------------------5
Item 7.   Management's Discussion and Analysis of Financial Condition
              and Results of Operations----------------------------------------6
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk----------10
Item 8.   Financial Statements and Supplementary Data-------------------------10
Item 9.   Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosure--------------------------26


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant------------------26
Item 11.  Executive Compensation----------------------------------------------27
Item 12.  Security Ownership of Certain Beneficial Owners and Management------28
Item 13.  Certain Relationships and Related Transactions----------------------28
Item 14.  Controls and Procedures---------------------------------------------28


                                     PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.----29
          Signatures----------------------------------------------------------30
          Certifications------------------------------------------------------31


                                       2

<PAGE>


                                     PART I

Item 1. Business
        --------
Telecommunications Income Fund XI, L.P., an Iowa limited partnership (the
"Partnership"), was organized on August 26, 1997. The general partner is Berthel
Fisher & Company Leasing, Inc. (the "General Partner"), 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 ("FCC") 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 intends to acquire primarily telecommunications equipment
(specifically pay telephones and call processing equipment) that is leased to
third parties. Other types of equipment have also been and will be acquired by
the Partnership and leased to customers. During 2002 the Partnership acquired
equipment subject to leases with a cost of $13,182. The Partnership also
provides financing to customers under note agreements.

                                       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 acquires and approves leases on behalf of the Partnership.
The General Partner established guidelines to use in approving lessees.
Generally, before any lease 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.

The equipment purchased by the Partnership consists of advanced technology pay
telephones and call processing systems to be used in hotels, hospitals,
colleges, universities, correctional institutions, and other locations. Although
the Partnership will concentrate its equipment acquisitions in
telecommunications equipment, it will also acquire other types of equipment that
meet the investment objectives of the Partnership.

The Partnership's equipment leases are concentrated in pay telephones and office
and computer equipment representing approximately 64% and 21% of the
Partnership's direct finance lease and notes receivable portfolio at December
31, 2002, respectively. For the year ended December 31, 2002, one customer
accounted for approximately 11% of the income from direct financing leases and
notes receivable. Two customers account for approximately 23% of the
Partnership's net investment in direct financing leases and notes receivable
portfolio at December 31, 2002.

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 and is 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

Management believes that these conditions may be overcome if current lobbying
efforts are successful and economic conditions become more favorable for
payphone operators. However, no assurance can be given that any of these
conditions may improve or that current values in the telecommunications industry
will not continue to decline.

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.

                                       4

<PAGE>
<TABLE>
<CAPTION>


Item 2. Properties
        ----------
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, industrial equipment, and computer 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.


                                     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 March 4, 2003
         -----------------------------------------------------------
         Limited Partner                                         668
         General Partner                                           1

Distributions are paid to Partners on a monthly basis. Through December 31, 2002
distributions paid or payable to Partners over the life of the Partnership have
been $4,811,703. As of December 31, 2002 the Partnership had accrued
distributions to Partners of $98,952.


Item 6. Selected Financial Data
        -----------------------

                              Year Ended        Year Ended       Year Ended        Year Ended       Year Ended
                             Dec. 31, 2002     Dec. 31, 2001    Dec. 31, 2000     Dec. 31, 1999    Dec. 31, 1998
                             -------------     -------------    -------------     -------------    -------------
<S>                          <C>               <C>              <C>               <C>              <C>
Total revenue                $     454,822     $     912,425    $   1,378,819     $   1,172,549    $     377,483
Net income (loss)               (1,015,105)       (2,633,022)        (399,728)          676,665          157,464
Total assets                     3,124,698         6,399,122       11,991,088        13,196,905        5,053,409
Line of credit agreement               -0-           898,873        2,374,423         1,973,142              -0-
Distributions to partners        1,189,352         1,202,320        1,208,928           886,545          324,559
Earnings (loss) per unit            (81.92)          (210.04)          (31.74)            72.99            46.18
Distributions per unit               95.99             95.91            96.00             95.63            95.18

The above selected financial data should be read in connection with the
financial statements and related notes appearing elsewhere in this report.

                                       5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

Results of Operations

                                                      Year Ended            Year Ended            Year Ended
                                                     Dec. 31, 2002         Dec. 31, 2001         Dec. 31, 2000
                                                     -------------         -------------         -------------
     <S>                                             <C>                   <C>                   <C>
     Lease and notes receivable income               $     516,009         $   1,013,484         $   1,229,141
     Gain (loss) on lease terminations                     (87,784)             (150,796)               70,238
     Interest and other income                              26,597                49,737                79,440
     Management fees                                        58,390                74,249               124,738
     Administrative service fees                           194,500               156,000               144,000
     Other general & administrative expenses               245,950               169,480               214,798
     Interest expense                                       25,387               123,879               145,390
     Depreciation expense                                      -0-               394,481                   -0-
     Impairment loss                                           -0-             1,299,457               584,966
     Provision for possible losses                         945,700             1,327,901               564,655

The decrease in lease and notes receivable income in 2002 compared to 2001 and
2000 is primarily due to a smaller portfolio of direct financing leases and
notes receivable. Income also decreased due to a significant number of lease and
note contracts that are past due over 90 days, at which time the Partnership
places these contracts on a non-accrual basis, as discussed below. The
Partnership's net investment in direct financing leases and notes receivable was
$10,480,086 at December 31, 2000, $8,247,891 at December 31, 2001, and
$3,617,605 at December 31, 2002. During 2001, the Partnership acquired equipment
for direct financing leases of $793,134 and issued notes receivable in the
amount of $532,249. During 2002, the Partnership acquired equipment for direct
financing leases of $13,182 and issued notes receivable in the amount of
$76,226. Given the current market in general as well as the specific
telecommunications market, the General Partner has determined to limit its
investment in new leases and notes receivable at this time. Interest and other
income of $26,597 in 2002 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. As the payphone industry matures, the capital structure of
these lessees has reached a level whereby they are able to secure financing from
other sources. 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 addition to some lessees improving capital
structure, some lessees have been acquired by other entities whose capital
structure is such that they also desire to refinance the equipment which was
under lease to the Partnership. 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, or other operating or
financing activities. For 2002, the proceeds from early contract terminations
were $1,226,909, resulting in a loss of $87,784. For 2001, the proceeds from
early contract terminations were $1,634,435, resulting in a loss of $150,796.

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

                                                          2002                  2001                  2000
                                                          ----                  ----                  ----
     Rental and note payments received               $   2,919,500         $   3,712,450         $   6,236,900

The Partnership pays a monthly administrative service fee to the General
Partner, resulting in expense of $144,000 in 2000, $156,000 in 2001, and
$194,500 in 2002. The increase in administrative fees paid is due to an increase
in administrative costs incurred by the General Partner on behalf of the
Partnership.

                                       6
</TABLE>

<PAGE>


Interest expense in 2002 was $25,387, compared to $123,879 in 2001 and $145,390
in 2000, and is the result of borrowings on the line of credit agreement. The
line of credit agreement was terminated and paid off entirely in June, 2002.

In November 2000, the Partnership exercised its right to manage the assets
leased to Alpha Telecommunications, Inc. ("ATI") due to nonpayment of
receivables. The Partnership engaged a company to oversee the operations of the
pay phone routes and to attempt to sell the equipment. Depreciation expense on
this equipment was $394,481 for 2001. In March of 2001 the Partnership signed an
agreement to sell a portion of these phones for $286,114. That sale resulted in
a loss of $115,476. In the fourth quarter of 2001, the Partnership agreed to
sell the remaining equipment to the company that was operating the phones for
$224,000. The Partnership wrote the equipment down to this sales price and
incurred an impairment loss of $1,124,457 on the equipment in 2001, in addition
to an impairment loss of $584,966 in 2000. During 2001, the additional losses on
this equipment were a result of a substantial loss in the number of operable
payphones and also due to the general decline in payphone equipment, as
described in item 1. Many payphone site owners signed contracts with other
payphone operators as a result of ATI's bankruptcy filing.

The Partnership repossessed equipment, primarily office furniture, from another
lessee during the third quarter of 2001. An impairment loss of $175,000 was
taken in 2001 to write this equipment down to its estimated value of $23,949 at
December 31, 2001. This equipment was sold in February, 2002 for $25,000.

The allowance for possible loan and lease losses is based upon a continuing
review of past lease loss experience, current economic conditions, and the
underlying lease asset value of the portfolio. At the end of each quarter a
review of the allowance account is conducted. The Partnership has a total
allowance of $1,045,951 or 28% of the portfolio of leases and notes and other
receivables as of December 31, 2002. The Partnership's provision for possible
loan and lease losses was $945,700 in 2002, $1,327,901 in 2001, and $564,655 in
2000, and is the result of various lease and note contract delinquencies and
bankruptcy filings by several customers. Management will continue to monitor the
portfolio of leases and notes adjust the allowance for possible loan and lease
losses accordingly.

At December 31, 2002, nine customers were past due over 90 days or had filed
bankruptcy through March 4, 2003. When a payment is past due more than 90 days,
the Partnership discontinues recognizing income on the contract. The
Partnership's net investment in the past due contracts was $988,448. The
provision for possible loan and lease losses is primarily the result of the
necessity to increase the allowance related to these customers and other
customers in which the contracts were terminated during 2002 and the equipment
sold to other lessees. Management will continue to monitor the past due
contracts and take the necessary steps to protect the Partnership's investment.

The telecommunications industry has seen a significant downturn in recent years
that has adversely affected the Partnership. The net investment on the above
delinquencies of $988,448 represents approximately 27% of the Partnership's
total portfolio of leases and notes. Management believes its total allowance of
$1,045,951 is adequate for these customers and the remainder of the portfolio
and other receivables at December 31, 2002, 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.

                                       7

<PAGE>


Other general and administrative expenses consists of legal and accounting, data
processing, insurance, office supplies, and other miscellaneous expenses. These
expenses totalled $214,798 in 2000, $169,480 in 2001, and $245,950 in 2002. The
increase is primarily due to increased legal and repossession expenses incurred
as a result of the past due customers mentioned previously.

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. As of December 31, 2002, the net proceeds of the
private program, TIF IX, and TIF X have been invested in specific equipment. TIF
IX is in its liquidation phase and must be dissolved by December 31, 2005. 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. 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 as new leases are
entered into.

Berthel Fisher & Company, Inc., the parent of the General Partner, has $2.2
million of unsecured debt that was due December 31, 2002. Berthel Fisher &
Company, Inc. has not paid this debt as of the filing of this report and is in
default. Since Berthel Fisher & Company, Inc. is in default, its creditors could
take legal action to enforce their right to repayment. Ultimately, this could
result in the bankruptcy of Berthel Fisher & Company, Inc. Since the General
Partner is a subsidiary and asset of Berthel Fisher & Company, Inc., the
bankruptcy of Berthel Fisher & Company, Inc. could cause the General Partner to
be unable to continue as a going concern. If this were to happen, the
Partnership would need to elect or appoint a new general partner. The new
general partner could require additional fees and charges that would have a
significant negative impact on the operations of the Partnership.

                                       8

<PAGE>
<TABLE>
<CAPTION>


Liquidity and Capital Resources
                                                         Year Ended            Year Ended            Year Ended
Major Cash Sources (Uses):                              Dec. 31, 2002         Dec. 31, 2001         Dec. 31, 2000
                                                        -------------         -------------         -------------
     <S>                                                <C>                   <C>                    <C>
     Net cash from operating activities                 $      95,846         $     320,471          $    518,790
     Proceeds from line of credit borrowings                1,146,090             2,604,209             6,734,105
     Repayments/terminations of leases & notes              2,673,119             3,538,682             6,089,216
     Acquisitions of equip for direct finance leases          (13,182)             (793,134)           (4,155,148)
     Issuance of Notes Receivable                             (76,226)             (532,249)           (1,752,939)
     Repayments of line of credit borrowings               (2,044,963)           (4,079,759)           (6,332,824)
     Distributions & withdrawals paid to partners          (1,206,616)           (1,307,217)           (1,205,711)


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, 2002, that working capital reserve, as defined, would
be $125,930, and the Partnership had $408,718 of cash and cash equivalents at
December 31, 2002.

In January 1999, the Partnership obtained financing under a line of credit
agreement with a bank. The amount available to borrow under the line of credit
was limited to $2,000,000 or 32% of qualified accounts, primarily leases and
notes receivable. On October 26, 1999, the agreement was amended, increasing the
available amount to $4,400,000 (limited by 32% of qualified accounts) and
extending the maturity from June 30, 2000 to June 30, 2002. The interest rate
was 1% over the prime rate, with a $4,000 minimum monthly interest charge which
began in July, 1999, and the line of credit was collateralized by substantially
all assets of the Partnership. The line of credit was guaranteed by the General
Partner and certain affiliates of the General Partner. This agreement was not
renewed and was paid in full in June, 2002.

Cash flow from operating activities was $95,846 for 2002 and is derived from the
leasing operations of the Partnership, resulting from the income from direct
financing leases and notes receivable, less operating expenses. During 2002, the
Partnership used proceeds from the repayment and termination of leases and notes
to pay off the line of credit and make distributions to the partners.

Given the current market in general as well as the specific telecommunications
market, the General Partner has determined to limit its investment in new leases
and notes receivable at this time. As cash is available, the General Partner
will continue to assess market conditions to determine whether to make
distributions or reinvest in new leases and notes receivable during the
remaining operating phase of the Partnership.

                                       9
</TABLE>

<PAGE>


Item 7A. Quantitative and Qualitative Disclosures About Market Risk
         ----------------------------------------------------------
Interest Rate Sensitivity
The table below presents the principal amounts due and related weighted average
interest rates by expected maturity dates pertaining to the Partnership's notes
receivable as of December 31, 2002.

                                             Assets
                              ---------------------------------
          Expected                Fixed Rate           Average
        Maturity Date          Notes Receivable     Interest Rate
        -------------          ----------------     -------------
         2003                   $     401,258           13.66%
         2004                         375,955           13.79%
         2005                         286,470           14.48%
         2006                         134,343           16.77%
         2007 and thereafter          193,611           16.97%
                                -------------
         Total                  $   1,391,637
                                =============

         Fair Value             $   1,014,000
                                =============

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 8. Financial Statements and Supplementary Data
        -------------------------------------------
The following financial statements and related information as of and for the
years ended December 31, 2002, 2001, and 2000 are included in Item 8:

         Independent Auditors' Report
         Balance Sheets
         Statements of Operations
         Statements of Changes in Partners' Equity
         Statements of Cash Flows
         Notes to Financial Statements

                                       10

<PAGE>


INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying balance sheets of Telecommunications Income
Fund XI, L.P. (the "Partnership") as of December 31, 2002 and 2001, and the
related statements of operations, changes in partners' equity and cash flows for
each of the three years in the period ended December 31, 2002. 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 auditing standards generally accepted
in the United States of America. 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.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Telecommunications Income Fund XI, L.P. at
December 31, 2002 and 2001, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2002, in conformity
with accounting principles generally accepted in the United States of America.


/s/  DELOITE & TOUCHE LLP
-----------------------------
     DELOITE & TOUCHE LLP


Cedar Rapids, Iowa
March 10, 2003

                                      -11-

<PAGE>
<TABLE>
<CAPTION>


TELECOMMUNICATIONS INCOME FUND XI, L.P.

BALANCE SHEETS
DECEMBER 31, 2002 AND 2001
----------------------------------------------------------------------------------------

ASSETS (Note 6)                                                 2002           2001

  <S>                                                        <C>            <C>
  Cash and cash equivalents                                  $   408,718    $       520
  Net investment in direct financing leases
    and notes receivable (Note 2)                              3,617,605      8,247,891
  Allowance for possible loan and lease losses (Note 3)         (984,556)    (2,059,034)
                                                             -----------    -----------
  Direct financing leases and notes receivable, net            2,633,049      6,188,857
  Other receivables                                               82,931        185,796
  Equipment under operating lease (Note 4)                                       23,949
                                                             -----------    -----------

TOTAL                                                        $ 3,124,698    $ 6,399,122
                                                             ===========    ===========

LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:

  Line-of-credit agreement (Note 6)                                         $   898,873
  Outstanding checks in excess of bank balance                                   12,586
  Due to affiliates                                          $     2,065          2,981
  Distributions payable to partners                               98,952         99,296
  Accounts payable and accrued expenses                          113,371         63,880
  Lease security deposits                                         36,392        226,211
                                                             -----------    -----------
           Total liabilities                                     250,780      1,303,827
                                                             -----------    -----------

CONTINGENCY (Note 11)

PARTNERS' EQUITY, 25,000 units authorized (Note 5):
  General partner, 10 units issued and outstanding                 2,914          4,693
  Limited partners, 12,359 units issued and outstanding at
    December 31, 2002 and 12,402 units issued and
    outstanding at December 31, 2001                           2,871,004      5,090,602
                                                             -----------    -----------
           Total partners' equity                              2,873,918      5,095,295
                                                             -----------    -----------

TOTAL                                                        $ 3,124,698    $ 6,399,122
                                                             ===========    ===========


See notes to financial statements.

                                          -12-
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


TELECOMMUNICATIONS INCOME FUND XI, L.P.

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
---------------------------------------------------------------------------------------------------

                                                              2002           2001           2000
REVENUES:
  <S>                                                     <C>            <C>            <C>
  Income from direct financing leases
    and notes receivable                                  $   516,009    $ 1,013,484    $ 1,229,141
  Gain (loss) on lease terminations                           (87,784)      (150,796)        70,238
  Interest and other income                                    26,597         49,737         79,440
                                                          -----------    -----------    -----------
           Total revenues                                     454,822        912,425      1,378,819
                                                          -----------    -----------    -----------

EXPENSES:
  Management and administrative fees (Note 7)                 252,890        230,249        268,738
  Other general and administrative expenses                   245,950        169,480        214,798
  Interest expense                                             25,387        123,879        145,390
  Depreciation expense (Note 4)                                              394,481
  Impairment loss (Note 4)                                                 1,299,457        584,966
  Provision for possible loan and lease losses (Note 3)       945,700      1,327,901        564,655
                                                          -----------    -----------    -----------
           Total expenses                                   1,469,927      3,545,447      1,778,547
                                                          -----------    -----------    -----------

NET LOSS                                                  $(1,015,105)   $(2,633,022)   $  (399,728)
                                                          ===========    ===========    ===========

NET LOSS ALLOCATED TO:
  General partner                                         $      (819)   $    (2,094)   $      (317)
  Limited partners                                         (1,014,286)    (2,630,928)      (399,411)
                                                          -----------    -----------    -----------
                                                          $(1,015,105)   $(2,633,022)   $  (399,728)
                                                          -----------    -----------    -----------

NET LOSS PER PARTNERSHIP UNIT                             $    (81.92)   $   (210.04)   $    (31.74)
                                                          -----------    -----------    -----------

WEIGHTED AVERAGE PARTNERSHIP UNITS
  OUTSTANDING                                                  12,391         12,536         12,593
                                                          -----------    -----------    -----------


See notes to financial statements.

                                                -13-
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


TELECOMMUNICATIONS INCOME FUND XI, L.P.

STATEMENTS OF CHANGES IN PARTNERS' EQUITY
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
--------------------------------------------------------------------------------------------------------------------------


                                                                 GENERAL           LIMITED PARTNERS             TOTAL
                                                                PARTNER      ----------------------------      PARTNERS'
                                                               (10 UNITS)        UNITS          AMOUNT          EQUITY
<S>                                                         <C>              <C>             <C>             <C>
BALANCE AT DECEMBER 31, 1999                                 $      9,024          12,583    $ 10,633,719    $ 10,642,743

  Distributions to partners ($96.00 per unit) (Note 5)               (960)                     (1,207,968)     (1,208,928)

  Net loss                                                           (317)                       (399,411)       (399,728)
                                                             ------------    ------------    ------------    ------------

BALANCE AT DECEMBER 31, 2000                                        7,747          12,583       9,026,340       9,034,087

  Distributions to partners ($95.91 per unit) (Note 5)               (960)                     (1,201,360)     (1,202,320)

  Withdrawal of limited partners                                                     (181)       (103,450)       (103,450)

  Net loss                                                         (2,094)                     (2,630,928)     (2,633,022)
                                                             ------------    ------------    ------------    ------------

BALANCE AT DECEMBER 31, 2001                                        4,693          12,402       5,090,602       5,095,295

  Distributions to partners ($95.99 per unit) (Note 5)               (960)                     (1,188,392)     (1,189,352)

  Withdrawal of limited partners                                                      (43)        (16,920)        (16,920)

  Net loss                                                           (819)                     (1,014,286)     (1,015,105)
                                                             ------------    ------------    ------------    ------------

BALANCE AT DECEMBER 31, 2002                                 $      2,914          12,359    $  2,871,004    $  2,873,918
                                                             ============    ============    ============    ============


See notes to financial statements

                                                           -14-
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


TELECOMMUNICATIONS INCOME FUND XI, L.P.

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
-----------------------------------------------------------------------------------------------------------------------

                                                                                 2002           2001          2000
OPERATING ACTIVITIES:
<S>                                                                          <C>            <C>            <C>
  Net loss                                                                   $(1,015,105)   $(2,633,022)   $  (399,728)
  Adjustments to reconcile net loss to net cash from operating activities:
    (Gain) loss on lease terminations                                             87,784        150,796        (70,238)
    Amortization of intangibles                                                        8             63            545
    Provision for possible loan and lease losses                                 945,700      1,327,901        564,655
    Impairment loss                                                                           1,299,457        584,966
    Depreciation                                                                                394,481
    Changes in operating assets and liabilities:
      Other receivables                                                           41,470       (118,054)       (56,663)
      Outstanding checks in excess of bank balance                               (12,586)       (33,615)      (150,658)
      Due to affiliates                                                             (916)        (3,556)       (35,376)
      Accounts payable and accrued expenses                                       49,491        (63,980)        81,287
                                                                             -----------    -----------    -----------
           Net cash from operating activities                                     95,846        320,471        518,790
                                                                             -----------    -----------    -----------

INVESTING ACTIVITIES:
  Acquisitions of, and purchases of equipment for, direct financing leases       (13,182)      (793,134)    (4,155,148)
  Repayments of direct financing leases                                        1,006,583      1,719,419      1,819,409
  Proceeds from termination of direct financing leases                         1,226,909      1,634,435      3,948,093
  Proceeds from sale of equipment under operating lease                           23,949        324,040
  Repayments of notes receivable                                                 439,627        184,828        321,714
  Issuance of notes receivable                                                   (76,226)      (532,249)    (1,752,939)
  Net lease security deposits collected (paid)                                  (189,819)       (75,025)       103,088
                                                                             -----------    -----------    -----------
           Net cash from investing activities                                  2,417,841      2,462,314        284,217
                                                                             -----------    -----------    -----------
FINANCING ACTIVITIES:
  Proceeds from borrowings                                                     1,146,090      2,604,209      6,734,105
  Repayment of borrowings                                                     (2,044,963)    (4,079,759)    (6,332,824)
  Distributions and withdrawals paid to partners                              (1,206,616)    (1,307,218)    (1,205,711)
                                                                             -----------    -----------    -----------
           Net cash from financing activities                                 (2,105,489)    (2,782,768)      (804,430)
                                                                             -----------    -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                             408,198             17         (1,423)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                       520            503          1,926
                                                                             -----------    -----------    -----------

CASH AND CASH EQUIVALENTS AT END OF YEAR                                     $   408,718    $       520    $       503
                                                                             ===========    ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Interest paid                                                              $    30,066    $   141,979    $   139,425
  Noncash investing activities:
    Conversion of leases to equipment under operating lease                                     198,947      2,767,422
    Conversion of equipment under operating leases to note receivable                           224,000
    Conversion of leases to notes receivable                                     428,749
    Reclassification of a portion of the allowance to other receivables           61,395


See notes to financial statements

                                                          -15-
</TABLE>

<PAGE>


TELECOMMUNICATIONS INCOME FUND XI, L.P.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
--------------------------------------------------------------------------------


1.   SIGNIFICANT ACCOUNTING POLICIES

     Organization and Nature of Operations- Telecommunications Income Fund XI,
     L.P. (the "Partnership") was formed on August 26, 1997 under the Iowa
     Limited Partnership Act. The general partner of the Partnership is Berthel
     Fisher & Company Leasing, Inc. (the "General Partner"), 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. On December 23, 2004 (or
     earlier if the General Partner determines it to be in the Partnership's
     best interest), the Partnership will cease reinvestment in equipment and
     notes receivable and will begin the orderly liquidation of Partnership
     assets. The Partnership must dissolve on December 31, 2012, or earlier,
     upon the occurrence of certain events (see Note 5).

     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 and the estimated unguaranteed residual values of the
     Partnership's leased equipment.

     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.

                                      -16-

<PAGE>


     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 64%, 8%, and
     21% of the portfolio at December 31, 2002 and 49%, 18% and 23% of the
     portfolio at December 31, 2001, respectively.

     Two customers account for approximately 23% of the Partnership's net
     investment in direct financing leases and notes receivable portfolio at
     December 31, 2002. (Three customers represented 34% at December 31, 2001).

     Related Party Transactions - In fulfilling its role as general partner,
     Berthel Fisher & Company Leasing, Inc. enters into transactions with the
     Partnership in the normal course of business. Further, the Partnership
     enters into transactions with affiliates of Berthel Fisher & Company
     Leasing, 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 leased
     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.

     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.

                                      -17-

<PAGE>
<TABLE>
<CAPTION>


     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).

     Impact of New Accounting Pronouncements - In June, 1998, the Financial
     Accounting Standard Board ("FASB") issued Statement of Financial Accounting
     Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and
     Hedging Activities". SFAS No. 133 establishes standards for derivative
     instruments, including certain derivative instruments embedded in other
     contracts, (collectively referred to as derivatives) and for hedging
     activities. It requires that an entity recognize all derivatives as either
     assets or liabilities in the statement of financial position and measure
     those instruments at fair value. The recognition of gains or losses
     resulting from changes in the values of derivatives is based on the use of
     each derivative instrument and whether it qualifies for hedge accounting.
     The Partnership adopted SFAS No. 133 in the first quarter of 2001. The
     adoption of this standard did not have any impact on the Partnership's
     results of operations, financial position or cash flows.

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, 2002 and 2001:


                                                                           2002          2001
      <S>                                                              <C>            <C>
      Minimum lease payments receivable                                $ 2,343,231    $ 5,768,242
      Estimated unguaranteed residual values                               242,762        455,000
      Unamortized initial direct costs                                           1              9
      Unearned income                                                     (360,026)      (940,067)
      Notes receivable, collateralized primarily by pay telephone
        equipment and related site agreements, 8% to 17.2%,
        maturing through 2007                                            1,391,637      2,964,707
                                                                       -----------    -----------
      Net investment in direct financing leases and notes receivable   $ 3,617,605    $ 8,247,891
                                                                       ===========    ===========

                                               -18-
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


     At December 31, 2002, 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
      Years ending December 31:
             2003                       $  401,258   $1,609,426   $   72,426
             2004                          375,955      596,293      140,472
             2005                          286,470      115,686       28,364
             2006                          134,343       21,826        1,500
             2007                          193,611
                                        ----------   ----------   ----------
             Total                      $1,391,637   $2,343,231   $  242,762
                                        ==========   ==========   ==========


     The Partnership leases equipment to certain companies for which the General
     Partner or its affiliates have an ownership interest in, provide financing
     to, or provide investment advisory services for such companies. The
     Partnership's net investment in direct financing leases with these
     companies approximated $127,978 and $184,390 at December 31, 2002 and 2001,
     respectively.

     Two customers accounted for 10% or more of the amount of income from direct
     financing leases and notes receivable during one or more of the periods
     presented, as follows:

                                               2002       2001       2000

      Customer A                                11 %        4 %       14 %
      Customer B                                            6         10


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, 2002, 2001 and 2000 is as follows:

                                                    2002           2001           2000

      <S>                                       <C>            <C>            <C>
      Balance at beginning of year              $ 2,059,034    $   739,699    $   239,857
       Provision                                    945,700      1,327,901        564,655
       Charge-offs                               (1,958,783)        (8,566)       (64,813)
       Reclassification to other receivables        (61,395)
                                                -----------    -----------    -----------
      Balance at end of year                    $   984,556    $ 2,059,034    $   739,699
                                                ===========    ===========    ===========

     The allowance for possible loan and lease losses consisted of specific
     allowances for leases and notes receivable of $733,370, $1,706,000 and
     $586,760 and a general unallocated allowance of $251,186, $353,034 and
     $152,939, respectively, at December 31, 2002, 2001 and 2000.

                                      -19-
</TABLE>

<PAGE>


     At December 31, 2002, the Partnership had nine customers with payments over
     90 days past due or that have filed bankruptcy. The Partnership's net
     investment in lease contracts or notes receivable with these customers
     totaled $988,448. Management has provided a specific allowance of $553,000
     at December 31, 2002 related to these customers. Management believes that
     the underlying collateral is adequate to recover the Partnership's net
     investment for the remaining balances. At December 31, 2001, the
     Partnership had eight customers with payments over 90 days past due or that
     have filed bankruptcy subsequent to year end through March 1, 2002. The
     Partnership's net investment in lease contracts or notes receivable with
     these customers totaled $3,209,236. Management has provided a specific
     allowance of $1,706,000 at December 31, 2001 related to these customers. At
     December 31, 2000, the Partnership had five customers with payments over 90
     days past due or that had filed bankruptcy. The Partnership's net
     investment in lease contracts or notes receivable with these customers
     totaled $1,178,818. Management provided a specific allowance of $523,000 at
     December 31, 2000 related to these customers. If a lease or note receivable
     is past due more than 90 days, the Partnership discontinues recognizing
     income on the contract.

4.   EQUIPMENT UNDER OPERATING LEASE

     In November 2000, the Partnership exercised its right to manage the assets
     leased to Alpha Telecommunications, Inc. due to nonpayment of lease
     receivables. The remaining net equipment cost, representing primarily pay
     phones, was expected by management to be recovered through the operation
     and/or sale of the equipment at December 31, 2000. Such equipment cost was
     adjusted for an impairment loss of $584,966, to reflect management's
     estimated fair market value of the equipment. In March 2001, a portion of
     the equipment was sold for $286,114 and the Partnership recorded a loss of
     $115,476. The equipment was depreciated in the amount of $394,481 during
     2001 and additional impairments were recorded during the second and third
     quarters totaling $1,124,457 to the expected sales price. The remainder of
     the equipment was sold for $224,000 in 2001 at no gain or loss to the
     Partnership.

     The significant impairment loss in 2001 discussed above resulted because
     the payphone site lease contracts were not accepted by the trustee during
     the bankruptcy of Alpha Telecommunications, Inc. Without the contracts in
     place, the value of the payphones decreased significantly. Additionally,
     the market value of payphones decreased due to the general decline
     experienced in the industry.

     In September 2001, the Partnership exercised its right to repossess the
     assets leased to a lessee due to nonpayment of lease receivables. Such
     equipment cost was adjusted for an impairment loss of $175,000, to reflect
     management's estimated fair market value of the equipment of $23,949 at
     December 31, 2001. This equipment was sold in February 2002 for $25,000.

5.   LIMITED PARTNERSHIP AGREEMENT

     The Partnership was formed pursuant to an Agreement of Limited Partnership
     dated as of August 26, 1997 (the "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.

                                      -20-

<PAGE>


     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 7); 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 7). 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.

     The Partnership will cease reinvesting in assets and will not enter into
     additional leases during the liquidating phase. The liquidating phase shall
     begin at any time after June 23, 2003 (or earlier if the General Partner
     determines it to be in the Partnership's best interest), but no later than
     December 23, 2004. During the liquidating phase, the Partnership will
     proceed with all due and deliberate speed and care to wind up the
     Partnership's affairs and to convert all of the Partnership's assets into
     cash. Operating distributions will not be paid during the liquidating
     phase.

     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 as follows:

     o    First, payment of the General Partner's expense reimbursement;

     o    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;

     o    Third, payment to the partners of 100% of their adjusted capital
          contributions to the Partnership;

     o    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;

     o    Fifth, payment to the General Partner of any unpaid arrearages in its
          management fee; and

     o    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 (calculated only through the
          end of the operating phase) noncompounded, on their adjusted capital
          contributions.

                                      -21-

<PAGE>


6.   BORROWING AGREEMENTS

     In January 1999, the Partnership obtained financing under a line of credit
     agreement with a bank. The amount available to borrow under the line of
     credit was limited to $2,000,000 or 32% of qualified accounts, primarily
     leases, and notes receivable. On October 26, 1999, the agreement was
     amended to increase the available amount from $2,000,000 to $4,400,000
     (limited by 32% of qualified accounts) and extend the maturity from June
     30, 2000 to June 30, 2002. At December 31, 2001 the borrowing limit was
     $1,114,000. The line of credit agreement bore interest at 1% over the prime
     rate (combined rate of 5.75% at December 31, 2001), with a $4,000 minimum
     monthly interest charge, and was collateralized by substantially all assets
     of the Partnership. The line of credit was guaranteed by the General
     Partner and certain affiliates of the General Partner. The line of credit
     was terminated in June 2002.

7.   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 $1,033,
     $34,714 and $265,066 for the years ended December 31, 2002, 2001 and 2000,
     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, 2002, 2001 and 2000, those management fees
     aggregated $58,390, $74,249 and $124,738, 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 $194,500, $156,000 and
     $144,000 for the years ended December 31, 2002, 2001 and 2000,
     respectively.

                                      -22-

<PAGE>
<TABLE>
<CAPTION>


8.   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, 2002, 2001 and 2000 is as follows:


                                        2002                            2001                            2000
                             --------------------------      --------------------------      --------------------------
                                                Per                             Per                             Per
                                Amount          Unit            Amount          Unit            Amount          Unit
<S>                          <C>            <C>              <C>            <C>              <C>            <C>
Net loss for financial
  reporting purposes         $(1,015,105)   $    (81.92)     $(2,633,022)   $   (210.04)     $  (399,728)   $    (31.74)
Adjustment to convert
  direct financing
  leases to operating
  leases for income
  tax purposes                  (136,703)        (11.03)      (1,792,061)       (142.95)      (1,463,116)       (116.19)
Net change in
  allowance for
  possible loan and
  lease losses                (1,074,478)        (86.71)       1,319,335         105.24          499,842          39.69
Impairment loss on
  equipment                                                    1,299,457         103.66          584,966          46.45
Gain on lease
  terminations                 1,132,407          91.38           19,016           1.52        1,556,215         123.58
                             -----------    -----------      -----------    -----------      -----------    -----------
Net income (loss) for
  income tax
  reporting purposes         $(1,093,879)   $    (88.28)     $(1,787,275)   $   (142.57)     $   778,179    $     61.79
                             ===========    ===========      ===========    ===========      ===========    ===========


9.   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 carrying value of the
     Partnership's line of credit agreement approximates its fair value due to
     the variable rate on the debt. 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.

                                      -23-
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


     The estimated fair values of the Partnership's other significant financial
     instruments are as follows at December 31, 2002 and 2001:


                                      2002                      2001
                            -----------------------   -----------------------
                             Carrying       Fair       Carrying      Fair
                              Amount        Value       Amount       Value

      Notes receivable      $1,391,637   $1,014,000   $2,964,707   $2,612,000


10.  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

                                                       2002 Quarters
                          ------------------------------------------------------------------------
                              First         Second         Third          Fourth          2002
      <S>                 <C>            <C>            <C>            <C>            <C>
      Revenues            $   188,088    $   174,022    $   105,529    $   (12,817)   $   454,822
      Expenses                328,147        748,483        207,037        186,260      1,469,927
      Net loss               (140,059)      (574,461)      (101,508)      (199,077)    (1,015,105)

      Net loss per
       partnership unit   $    (11.29)   $    (46.35)   $     (8.19)   $    (16.09)   $    (81.92)



     Expenses for the second quarter of 2002 include a provision for possible
     loan and lease losses of $575,000, primarily the result of a significantly
     deteriorated value of the phones and other equipment under certain lease
     and note contracts.

                                                       2001 Quarters
                          ------------------------------------------------------------------------
                              First         Second         Third         Fourth           2001

      Revenues            $   217,029    $   176,010    $   263,968    $   255,418    $   912,425
      Expenses                336,434      1,232,077        665,227      1,311,709      3,545,447
      Net loss               (119,405)    (1,056,067)      (401,259)    (1,056,291)    (2,633,022)

      Net loss per
       partnership unit   $     (9.48)   $    (83.90)   $    (31.99)   $    (84.67)   $   (210.04)



     Expenses for the first quarter of 2001 include depreciation of $181,887 on
     equipment held under operating leases (see Note 4 related to such
     equipment). Expenses for the second quarter include depreciation, loss on
     sale and impairment loss on equipment held under operating leases of
     $145,410, $115,476 and $703,785, respectively, (see Note 4). Expenses for
     the third quarter include depreciation and impairment loss on equipment
     held under operating leases of $67,199 and $380,800, respectively. Expenses
     for the fourth quarter include an impairment loss on equipment held under
     operating leases of $39,872 and an increase in the provision for possible
     loan and lease losses of $952,000 due primarily to the significant increase
     in amounts that were past due or related to customers who had filed for
     bankruptcy (see Note 3).

                                      -24-
</TABLE>

<PAGE>


11.  CONTINGENCY

     The General Partner's parent has approximately $2.2 million of unsecured
     subordinated debt which was due on December 31, 2002 and does not have
     sufficient liquid assets to repay such amounts. The General Partner's
     parent is pursuing additional financing, refinancing, and asset sales to
     meet its obligations. No assurance can be provided that the General
     Partner's parent will be successful in its efforts. The inability of the
     General Partner to continue as a going concern as a result of the parent's
     inability to restructure its debts would require the Partnership to elect a
     successor general partner. The new general partner could require additional
     fees and charges that would have a significant negative impact on the
     Partnership's operations.

                                    * * * * *

                                      -25-

<PAGE>

Item 9. Changes in and Disagreements with Accountants on Accounting and
        ---------------------------------------------------------------
        Financial Disclosure
        --------------------
None.

                                    Part III

Item 10. Directors and Executive Officers of the Registrant
         --------------------------------------------------
A. The General Partner of the registrant:

         Berthel Fisher & Company Leasing, Inc., an Iowa corporation.

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

Thomas J. Berthel (age 51) - 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, Inc.
("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 48) - 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.

                                       26

<PAGE>
<TABLE>
<CAPTION>


Item 11. 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>
Berthel Fisher & Co. Leasing, Inc.     2002      $ -0-                $  252,890     $ -0-             $ -0-
(General Partner)                      2001      $ -0-                $  230,249     $ -0-             $ -0-
                                       2000      $ -0-                $  268,738     $ -0-             $ -0-


                                                         27
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Item 12. Security Ownership of Certain Beneficial Owners and Management
         --------------------------------------------------------------
         (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                 Berthel Fisher & Co. Leasing, Inc.          Ten (10) Units;                   .08%
                      701 Tama Street                             sole owner.
                      Marion, IA 52302


Item 13. Certain Relationships and Related Transactions
         ----------------------------------------------
Related party transactions are described in Notes 2 and 7 of the notes to the
financial statements.


Item 14. Controls and Procedures
         -----------------------
An evaluation was performed under the supervision and with the participation of
the Partnership's management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Partnership's disclosure controls and procedures within 90 days before the
filing date of this annual report. Based on that evaluation, the Partnership's
management, including the Chief Executive Officer and Chief Financial Officer,
concluded that the Partnership's disclosure controls and procedures were
effective in timely alerting them to material information relating to the
Partnership required to be included in the Partnership's periodic SEC filings.
There have been no significant changes in the Company's internal controls or
other factors that could significantly affect these controls subsequent to the
date of their evaluation, and no corrective actions with regards to significant
deficiencies and material weaknesses, of which none were noted, were required.

                                       28
</TABLE>

<PAGE>


                                     Part IV


Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
         ----------------------------------------------------------------
(a) 1. Financial Statements
                                                                       Page No.
              Balance Sheets as of December 31, 2002 and 2001             12

              Statements of Operations for the years ended
              December 31, 2002, 2001, and 2000                           13

              Statements of Changes in Partners' Equity for
              the years ended December 31, 2002, 2001, and 2000           14

              Statements of Cash Flows for the years ended
              December 31, 2002, 2001, and 2000                           15

              Notes to Financial Statements                               16

         2. Financial Statements Schedules
              Information pursuant to Rule 12-09 (Schedule II) is included
              in the financial statements and notes thereto.

         3. Exhibits
              3,4 Amended and Restated Agreement of Telecommunications Income
              Fund XI, L.P. currently in effect dated as of November 26, 1997
              (1)

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

              99.1 Certification of Chief Executive Officer Pursuant to 18
              U.S.C. Section 1350

              99.2 Certification of Chief Financial Officer Pursuant to 18
              U.S.C. Section 1350

(b) Reports on Form 8-K
              No reports on Form 8-K were filed in the fourth quarter of 2002.

     ------------------------
     (1) Incorporated herein by reference to Exhibit A in the Partnership's
registration statement on Form S-1, effective November 26,1997

                                       29

<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 Berthel Fisher & Company Leasing, Inc.

By:  /s/  Thomas J. Berthel                                 Date: March 25, 2003
    ------------------------------
          Thomas J. Berthel
          President, Chief Executive Officer

By Berthel Fisher & Company Leasing, Inc.

By:  /s/  Ronald O. Brendengen                              Date: March 25, 2003
    ------------------------------
          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 25, 2003
----------------------------------
     Thomas J. Berthel
     Chief Executive Officer
     President, Director
     Berthel Fisher & Company Leasing, Inc.
     Corporate General Partner

/s/  Ronald O. Brendengen                                   Date: March 25, 2003
----------------------------------
     Ronald O. Brendengen
     Chief Operating Officer,
     Chief Financial Officer,
     Treasurer, Director
     Berthel Fisher & Company Leasing, Inc.
     Corporate General Partner

/s/  Daniel P. Wegmann                                      Date: March 25, 2003
----------------------------------
     Daniel P. Wegmann
     Controller
     Berthel Fisher & Company Leasing, Inc.
     Corporate General Partner

/s/  Leslie D. Smith                                        Date: March 25, 2003
----------------------------------
     Leslie D. Smith
     Director
     Berthel Fisher & Company Leasing, Inc.
     Corporate General Partner

                                       30

<PAGE>


                        FORM OF SECTION 302 CERTIFICATION

I, Thomas J. Berthel, President and Chief Executive Officer of Berthel Fisher &
Company Leasing, Inc., the General Partner of Telecommunications Income Fund XI,
L.P., certify that:

     1. I have reviewed this annual report on Form 10-K of Telecommunications
Income Fund XI, L.P.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a) designed such disclosure controls and procedures to ensure that
          material information relating to the registrant is made known to us by
          others, particularly during the period in which this annual report is
          being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

          c) presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

          a) all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

          b) any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

     6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


March 25, 2003                              /s/  Thomas J. Berthel
                                            -----------------------------------
                                                 Thomas J. Berthel
                                                 President and
                                                 Chief Executive Officer
                                                 Berthel Fisher & Company
                                                 Leasing, Inc.
                                                 General Partner
                                                 Telecommunications Income Fund
                                                 XI, L.P.

                                       31

<PAGE>


                        FORM OF SECTION 302 CERTIFICATION

I, Ronald O. Brendengen, Chief Financial Officer of Berthel Fisher & Company
Leasing, Inc., the General Partner of Telecommunications Income Fund XI, L.P.,
certify that:

     1. I have reviewed this annual report on Form 10-K of Telecommunications
Income Fund XI, L.P.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a) designed such disclosure controls and procedures to ensure that
          material information relating to the registrant is made known to us by
          others, particularly during the period in which this annual report is
          being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

          c) presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

          a) all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

          b) any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

     6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


March 25, 2003                              /s/  Ronald O. Brendengen
                                            -----------------------------------
                                                 Ronald O. Brendengen
                                                 Chief Financial Officer
                                                 Berthel Fisher & Company
                                                 Leasing, Inc.
                                                 General Partner
                                                 Telecommunications Income Fund
                                                 XI, L.P.

                                       32