SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549


                        FORM 10-K405/A

                        AMENDMENT NO. 1


       Filed pursuant to Section 12, 13, or 15(d) of the
                Securities Exchange Act of 1934



         CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
     -----------------------------------------------------
    (Exact name of registrant as specified in its charter)


                                            IRS Employer Identification    
Commission File No. 0-10494                       No. 36-3102608


     The undersigned registrant hereby amends the following sections of its
Report for the year ended December 31, 1997 on Form 10-K405 as set forth in
the pages attached hereto:

                           PART III

      Item 11.  Executive Compensation.  Pages 56 and 57


     Pursuant to the requirements 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.



                         CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI

                         By:  JMB Realty Corporation
                              Corporate General Partner



                                  GAILEN J. HULL
                              By: Gailen J. Hull
                                  Senior Vice President



Dated:  May 6, 1998




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ITEM 11.  EXECUTIVE COMPENSATION

     The Partnership has no officers or directors.  The Partnership is
required to pay a management fee to the Corporate General Partner and the
General Partners are entitled to receive a share of cash distributions,
when and as cash distributions are made to the Limited Partners, and a
share of profits or losses.  Reference is also made to the Notes for a
description of such transactions, distributions and allocations.  In 1997,
1996 and 1995, no cash distributions were paid to the General Partners.  In
1991, the General Partners deferred distributions of $7,161 and management
fees of $11,936.

     Urban Retail Properties, Co., an affiliate of the Corporate General
Partner, provided property management and leasing services at the Mall of
Memphis during 1997.  In 1997, such affiliate earned and received property
management and leasing fees amounting to $302,061.  As set forth in the
Prospectus of the Partnership, the Corporate General Partner must negotiate
such agreements on terms no less favorable to the Partnership than those
customarily charged for similar services in the relevant geographical area
(but in no event at rates greater than 5% of the gross income from a
property), and such agreements must be terminable by either party thereto,
without penalty, upon 60 days' notice.

     JMB Insurance Agency, Inc., an affiliate of the Corporate General
Partner, earned and received insurance brokerage commissions in 1997
aggregating $25,117 in connection with the provision of insurance coverage
for certain of the real property investments of the Partnership.  Such
commissions are at rates set by insurance companies for the classes of
coverage provided.

     The Corporate General Partner of the Partnership and their affiliates
may be reimbursed for their salaries, salary-related and direct expenses
relating to the administration of the Partnership and the acquisition and
operation of the Partnership's real property investments.  In 1997, the
Corporate General Partner of the Partnership was due reimbursement for such
expenses in the amount of $65,914.  Cumulative amounts unpaid at December
31, 1997 were $20,739.

     The Partnership is permitted to engage in various transactions
involving affiliates of the Corporate General Partner of the Partnership. 
The relationship of the Corporate General Partner to its affiliates is set
forth above in Item 10.

     During 1997, the Partnership owned an approximate 13.7% interest in
Carlyle/National City Associates ("CNCA"), an Illinois general partnership
in which Carlyle Real Estate Limited Partnership-XII ("Carlyle-XII"),
another partnership sponsored by JMB, owned the remaining 86.3% interest in
CNCA.  In December 1997, CNCA sold its interest in the land, building and
related improvements of the National City Center (the "Property"), an
approximately 786,000 square foot office building located in Cleveland,
Ohio, to BRE/City Center L.L.C. ("BRE"), a Delaware limited liability
company that is affiliated with Blackstone Real Estate Advisors, L.P.,
("BREA") for $82,150,000 (including mortgage indebtedness of approximately
$54,278,000 secured by the Property), subject to prorations and closing
costs.  John G. Schreiber is (i) a director of JMB, which is the Corporate
General Partner of each of the Partnership and Carlyle-XII, and (ii) a
partner in the Associate General Partner of each of the Partnership and
Carlyle-XII.  (JMB is also the general partner of the Associate General
Partner.)  Mr. Schreiber and his family members, directly or indirectly,
own limited partnership interests in Blackstone Real Estate Associates II
L.P. and Blackstone Real Estate Holdings II L.P., through which Mr.
Schreiber and his family members have an interest of up to approximately 3%
of the profits of BRE.  Mr. Schreiber and his family members also own a
limited partnership interest in BREA, through which Mr. Schreiber and his


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family members received a portion of the acquisition fee paid by BRE to
BREA in the amount of $120,370.  The price and other terms of the sale of
the Property to BRE were determined by arm's-length negotiation.  The
decision on behalf of CNCA to sell the property to BRE was made by JMB,
which, as noted above, is the Corporate General Partner (and the general
partner of the Associate General Partner) of each of the Partnership and
Carlyle-XII, the partners in CNCA.  Mr. Schreiber did not participate in
JMB's decision on behalf of CNCA to sell the Property, nor did Mr.
Schreiber participate in the decision on behalf of BRE to purchase the
Property.

     In addition, in July 1997 BRE/ROPA I, Inc. ("ROPA"), a Delaware real
estate investment trust that is affiliated with BREA, acquired the interest
of Teachers Insurance and Annuity Association of America, Inc. ("TIAA") as
lender under the mortgage loan secured by the Riverfront Office Building,
an approximately 340,000 square foot office building in which the
Partnership owns an interest through a joint venture with an unaffiliated
third party.  Mr. Schreiber and his family members, directly or indirectly,
through their ownership of limited partnership interests in Blackstone Real
Estate Associates II L.P. and Blackstone Real Estate Holdings II L.P., have
an interest of up to approximately 3% of the profits of ROPA.  Mr.
Schreiber and his family members, through their interest in BREA, also
received a portion of the acquisition fee paid by ROPA to BREA in
connection with the transaction.  As a result of the transaction, ROPA is
entitled to receive payments due, and otherwise exercise the rights of the
lender, under the mortgage loan, including the right to receive a residual
amount of approximately 50% of the proceeds from a sale of the property in
excess of the lender's minimum internal rate of return amount for the loan.

Reference is made to the discussion under "Riverfront Office Building" in
the Notes to Consolidated Financial Statements filed with this report for
further information concerning the terms of the loan.  ROPA negotiated its
acquisition of the lender's interest under the mortgage loan directly with
TIAA.  The terms of the mortgage loan, which had an outstanding principal
balance of approximately $36,000,000 at the time of the transaction, were
not changed in connection with the transaction.  The Partnership has had a
preliminary discussion with ROPA concerning, in essence, a possible
reduction of the lender's residual amount, but there is no assurance that
any such reduction will be obtained.