SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549



                              FORM 10Q/A

                            AMENDMENT NO. 1


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



                   JMB INCOME PROPERTIES, LTD. - XI
         -----------------------------------------------------
        (Exact name of registrant as specified in its charter)



                                     IRS Employer Identification
Commission File No. 0-15966                 No. 36-3254043



     The undersigned registrant hereby amends the following section of its
Report for the quarter ended September 30, 1999 on Form 10-Q as set forth
in the pages attached hereto:

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                                Page 17


     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.


                      JMB INCOME PROPERTIES, LTD. - XI

                      BY:   JMB Realty Corporation
                            Managing General Partner



                            By:  GAILEN J. HULL
                                 -------------------------------------
                                 Gailen J. Hull, Senior Vice President
                                 and Principal Accounting Officer



Dated:  December 7, 1999



<PAGE>


PART II.  OTHER INFORMATION

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        a.      Exhibits.

                3-A.   The Prospectus of the Partnership dated July 11,
                       1984 as supplemented July 24, 1984 and
                       November 26, 1984, as filed with the Commission
                       pursuant to Rules 424(b) and 424(c), is hereby
                       incorporated herein by reference to Exhibit 3-A
                       to the Partnership's Report on Form 10-K
                       for December 31, 1992 (File No. 0-15966)
                       dated March 19, 1993.

                3-B.   Amended and Restated Agreement of Limited
                       Partnership set forth as Exhibit A to the
                       Prospectus, which agreement is hereby
                       incorporated herein by reference to
                       Exhibit 3-B to the Partnership's Report on
                       Form 10-K for December 31, 1992 (File No.
                       0-15966) dated March 19, 1993.

                10-A.  Purchase Agreement between JMB Income Properties,
                       Ltd. - XI and Shopco Advisory Corp., dated July
                       22, 1999 is hereby incorporated by reference to
                       the Partnership's Report for August 6, 1999 on
                       Form 8-K (File No. 0-15966) dated August 20,
                       1999.

                10-B.  Amendment to Purchase Agreement between JMB
                       Income Properties, Ltd. - XI and Riverside 062
                       Partners, L.P. dated August 5, 1999 is hereby
                       incorporated by reference to the Partnership's
                       Report for August 6, 1999 on Form 8-K/A
                       (File No. 0-15966) dated December 7, 1999.

                27.    Financial Data Schedule

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

        (b)     The following report on Form 8-K was filed since the
beginning of the last quarter of the period covered by this report.

                     The Partnership's Report on Form 8-K (File No.
                0-15966) for August 6, 1999 (describing the sale of the
                Riverside Square Mall) was filed.  This report was
                dated August 20, 1999.  (Item 2)