<PAGE>

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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549-1004

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

                                   FORM 10-Q

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

[X]
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
  ACT OF 1934

  FOR THE PERIOD ENDED MARCH 31, 2001

                                      OR

[_]
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
  EXCHANGE ACT OF 1934

  FOR THE TRANSITION PERIOD FROM  TO

  COMMISSION FILE NUMBER 0-15538

               FIRST CAPITAL INCOME PROPERTIES, LTD.--SERIES XI
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              ILLINOIS                                 36-3364279
   (STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.)

     TWO NORTH RIVERSIDE PLAZA,                        60606-2607
             SUITE 600,                                (ZIP CODE)
          CHICAGO, ILLINOIS
   (ADDRESS OF PRINCIPAL EXECUTIVE
              OFFICES)

                                (312) 207-0020
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                NOT APPLICABLE
  (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
                                    REPORT)

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 [_]

DOCUMENTS INCORPORATED BY REFERENCE:

The First Amended and Restated Certificate and Agreement of Limited
Partnership filed as Exhibit A to the Partnership's Prospectus dated September
12, 1985, included in the Partnership's Registration Statement on Form S-11,
is incorporated herein by reference in Part I of this report.

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<PAGE>

BALANCE SHEETS
(All dollars rounded to nearest 00s)


<TABLE>
<CAPTION>
                                                March 31,
                                                   2001      December 31,
                                               (Unaudited)       2000
--------------------------------------------------------------------------
<S>                                            <C>           <C>
ASSETS
Investment in commercial rental property:
 Land                                          $  1,879,500   $ 1,879,500
 Buildings and improvements                      17,536,400    17,522,100
--------------------------------------------------------------------------
                                                 19,415,900    19,401,600
 Accumulated depreciation and amortization       (8,673,400)   (8,552,900)
--------------------------------------------------------------------------
 Total investment property, net of accumulated
  depreciation and amortization                  10,742,500    10,848,700
Cash and cash equivalents                         6,798,500     6,468,400
Rents receivable                                    425,100       596,500
--------------------------------------------------------------------------
                                               $ 17,966,100   $17,913,600
--------------------------------------------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
 Mortgage loans payable                        $    467,300   $   568,400
 Front-End Fees Loan payable to Affiliate         8,295,200     8,295,200
 Accounts payable and accrued expenses              908,000       752,200
 Due to Affiliates                                    2,000         1,300
 Prepaid rent                                            --        61,700
 State income taxes payable                          40,500        25,000
 Distribution payable                               230,600       230,600
 Security deposits                                   83,800        84,200
 Other liabilities                                  198,700       194,200
--------------------------------------------------------------------------
                                                 10,226,100    10,212,800
--------------------------------------------------------------------------
Partners' capital:
 General Partner                                  1,407,300     1,404,600
 Limited Partners (57,621 Units issued and
  outstanding)                                    6,332,700     6,296,200
--------------------------------------------------------------------------
                                                  7,740,000     7,700,800
--------------------------------------------------------------------------
                                                $17,966,100   $17,913,600
--------------------------------------------------------------------------
</TABLE>
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
For the quarter ended March 31, 2001 (Unaudited)
and the year ended December 31, 2000
(All dollars rounded to nearest 00s)

<TABLE>
<CAPTION>
                                             General    Limited
                                             Partner    Partners     Total
------------------------------------------------------------------------------
<S>                                         <C>        <C>         <C>
Partners' capital, January 1, 2000          $1,389,100 $5,686,400  $7,075,500
Net income for the year ended December 31,
 2000                                           15,500  1,531,900   1,547,400
Distributions for the year ended December
 31, 2000                                           --   (922,100)   (922,100)
------------------------------------------------------------------------------
Partners' capital December 31, 2000          1,404,600  6,296,200   7,700,800
Net income for the quarter ended March 31,
 2001                                            2,700    267,000     269,700
Distributions for the quarter ended
 March 31, 2001                                     --   (230,500)   (230,500)
------------------------------------------------------------------------------
Partners' capital March 31, 2001            $1,407,300 $6,332,700  $7,740,000
------------------------------------------------------------------------------
</TABLE>
    The accompanying notes are an integral part of the financial statements
2
<PAGE>

STATEMENTS OF INCOME AND EXPENSES
For the quarters ended March 31, 2001 and 2000
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)

<TABLE>
<CAPTION>
                                                      2001       2000
------------------------------------------------------------------------
<S>                                                <C>        <C>
Income:
 Rental                                            $1,022,300 $1,042,400
 Interest                                              90,700     94,300
------------------------------------------------------------------------
                                                    1,113,000  1,136,700
------------------------------------------------------------------------
Expenses:
 Interest:
  Nonaffiliates                                        10,400     24,000
 Depreciation and amortization                        120,500    126,100
 Property operating:
  Affiliates                                            1,900      6,000
  Nonaffiliates                                       384,400    362,200
 Real estate taxes                                    139,900    135,900
 Insurance--Affiliate                                  18,300     22,300
 Repairs and maintenance                              124,500    148,500
 General and administrative:
  Affiliates                                            1,800      2,700
  Nonaffiliates                                        26,100     20,900
------------------------------------------------------------------------
                                                      827,800    848,600
------------------------------------------------------------------------
Income before state income tax expense                285,200    288,100
State income tax expense                               15,500     14,800
------------------------------------------------------------------------
Net income                                         $  269,700 $  273,300
------------------------------------------------------------------------
Net income allocated to General Partner            $    2,700 $    2,700
------------------------------------------------------------------------
Net income allocated to Limited Partners           $  267,000 $  270,600
------------------------------------------------------------------------
Net income allocated to Limited Partners per Unit
 (57,621 Units outstanding)                        $     4.63 $     4.70
------------------------------------------------------------------------
</TABLE>

STATEMENTS OF CASH FLOWS
For the quarters ended March 31, 2001 and 2000
(Unaudited)
(All dollars rounded to nearest 00s)

<TABLE>
<CAPTION>
                                                             2001        2000
---------------------------------------------------------------------------------
<S>                                                       <C>         <C>
Cash flows from operating activities:
 Net income                                               $  269,700  $  273,300
 Adjustments to reconcile net income to net cash
  provided by operating activities:
  Gain on sale of land parcel
  Depreciation and amortization                              120,500     126,100
  Changes in assets and liabilities:
   Decrease in rents receivable                              171,400     302,200
   Decrease in other assets                                       --       3,000
   Increase in accounts payable and accrued expenses         155,800     103,000
   Increase (decrease) in due to Affiliates                      700      (4,500)
   (Decrease) in prepaid rent                                (61,700)    (48,100)
   Increase in state income taxes payable                     15,500      14,800
   Increase in other liabilities                               4,500         700
---------------------------------------------------------------------------------
    Net cash provided by operating activities                676,400     770,500
---------------------------------------------------------------------------------
Cash flows from investing activities:
 Payments for capital and tenant improvements                (14,300)     (3,900)
 Maturity of investments in debt securities, net                         334,200
---------------------------------------------------------------------------------
    Net cash (used for) provided by investing activities     (14,300)    330,300
---------------------------------------------------------------------------------
Cash flows from financing activities:
 Principal payments on mortgage loans payable               (101,100)   (151,800)
 Distributions paid to Partners                             (230,500)
 (Decrease) in security deposits                                (400)       (400)
---------------------------------------------------------------------------------
    Net cash (used for) financing activities                (332,000)   (152,200)
---------------------------------------------------------------------------------
Net increase in cash and cash equivalents                    330,100     948,600
Cash and cash equivalents at the beginning of the period   6,468,400   5,566,500
---------------------------------------------------------------------------------
Cash and cash equivalents at the end of the period        $6,798,500  $6,515,100
---------------------------------------------------------------------------------
Interest paid to nonaffiliates during the period          $   10,400  $   24,000
---------------------------------------------------------------------------------
</TABLE>
    The accompanying notes are an integral part of the financial statements
                                                                               3
<PAGE>

NOTES TO FINANCIAL STATEMENTS
(Unaudited)
March 31, 2001

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

DEFINITION OF SPECIAL TERMS:
Capitalized terms used in this report have the same meaning as those terms have
in the Partnership's Registration Statement filed with the Securities and
Exchange Commission on Form S-11. Definitions of these terms are contained in
Article III of the First Amended and Restated Certificate and Agreement of
Limited Partnership, which is included in the Registration Statement and
incorporated herein by reference.

ACCOUNTING POLICIES:
The financial statements have been prepared in accordance with accounting
principles generally accepted in the United States ("GAAP"). The Partnership
utilizes the accrual method of accounting. Under this method, revenues are
recorded when earned and expenses are recorded when incurred. The Partnership
recognizes rental income, which is contingent upon tenants' achieving specified
targets only to the extent that such targets are attained.

Preparation of the Partnership's financial statements in conformity with GAAP
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
from those estimates.

The financial information included in these financial statements is unaudited;
however, in management's opinion, all adjustments (consisting of only normal,
recurring accruals) necessary for a fair presentation of the results of
operations for the periods included have been made. Results of operations for
the three months ended March 31, 2001, are not necessarily indicative of the
operating results for the year ending December 31, 2001.

The Partnership has one reportable segment as the Partnership is in the
disposition phase of its life cycle, wherein it is seeking to liquidate its
remaining operating assets. Management's main focus, therefore, is to prepare
its remaining asset for sale and find a purchaser for its asset when market
conditions warrant such an action.

Commercial rental property held for investment is recorded at cost, net of any
provisions for value impairment, and depreciated (exclusive of amounts
allocated to land) on the straight-line method over its estimated useful life.
Upon classifying a commercial rental property as Held for Disposition, no
further depreciation or amortization of such property is provided for in the
financial statements. Lease acquisition fees are recorded at cost and amortized
over the life of each respective lease. Repair and maintenance costs are
expensed as incurred; expenditures for improvements are capitalized and
depreciated over the estimated life of such improvements.

The Partnership evaluates its commercial rental property for impairment when
conditions exist which may indicate that it is probable that the sum of
expected future cash flows (undiscounted) from a property is less than its
carrying basis. Upon determination that an impairment has occurred, the
carrying basis in the rental property is reduced to its estimated fair value.
Management was not aware of any indicator that would result in a significant
impairment loss during the periods reported.

Loan acquisition costs are amortized over the term of the mortgage loan made in
connection with the acquisition of Partnership properties or refinancing of
Partnership loans. When a property is disposed of or a loan refinanced, the
related loan acquisition costs and accumulated amortization are removed from
the respective accounts and any unamortized balance is expensed.

Cash equivalents are considered all highly liquid investments with a maturity
of three months or less when purchased.

Reference is made to the Partnership's Annual Report for the year ended
December 31, 2000, for a description of other accounting policies and
additional details of the Partnership's financial condition, results of
operations, changes in Partners' capital and changes in cash balances for the
year then ended. The details provided in the notes thereto have not changed
except as a result of normal transactions in the interim or as otherwise
disclosed herein.

2. RELATED PARTY TRANSACTIONS:

In accordance with the Partnership Agreement, Net Profits and Net Losses
(exclusive of Net Profits and Net Losses from the sale, disposition or
provision for value impairment of Partnership properties) shall be allocated 1%
to the General Partner and 99% to the Limited Partners. Net Profits from the
sale or disposition of a Partnership property are allocated: first, prior to
giving effect to any distributions of Sale or Refinancing Proceeds from the
transaction, to the General Partner and Limited Partners with negative balances
in their Capital Accounts, pro rata in proportion to such respective negative
balances, to the extent of the total of such negative balances; second, to each
Limited Partner in an amount, if any, necessary to make the positive balance in
its Capital Account equal to the Sale or Refinancing Proceeds to be distributed
to such Limited Partner with respect to the sale or disposition of such
property; third, to the General Partner in an amount, if any, necessary to make
the positive balance in its Capital Account equal to the Sale or Refinancing
Proceeds to be distributed to the General Partner with respect to the sale or
disposition of such property; and fourth, the balance, if any, 25% to the
General Partner and 75% to the Limited Partners. Net Losses from the sale,
disposition or provision for value impairment of Partnership properties are
allocated: first, after giving effect to any distributions of Sale or
Refinancing Proceeds from the transaction, to the General Partner and Limited
Partners with positive balances in their Capital Accounts, pro rata in
proportion to such respective positive balances, to the extent of the total
amount of such positive balances; and second, the balance, if any, 1% to the
General Partner and 99% to the Limited Partners. Notwithstanding anything to
the contrary, there shall be allocated to the General Partner not less than 1%
of all items of Partnership income, gain, loss, deduction and credit during the
existence of the Partnership. For both of the three months ended March 31, 2001
and March 31, 2000, the General Partner was allocated Net Profits of $2,700.

Fees and reimbursements paid and payable by the Partnership to Affiliates
during the three months ended March 31, 2001 were as follows:

<TABLE>
<CAPTION>
                                               Paid   Payable
-------------------------------------------------------------
<S>                                           <C>     <C>
Asset management fees                         $ 1,900   None
Reimbursement of property insurance premiums   18,300   None
Reimbursement of expenses, at cost:
 --Investor communication                       1,100 $2,000
-------------------------------------------------------------
                                              $21,300 $2,000
-------------------------------------------------------------
</TABLE>

3. FRONT-END FEES LOAN PAYABLE TO AFFILIATE:

The Partnership borrowed $8,295,200 from an Affiliate of the General Partner an
amount needed for the payment of securities sales commissions, Offering and
Organizational Expenses and other Front-End Fees, other than Acquisition Fees.
Repayment of the principal amount of the Front-End Fees Loan is subordinated
(the "Subordination") to payment to the Limited Partners of 100% of their
Original Capital Contribution from Sale or Refinancing Proceeds (as defined in
the Partnership Agreement). In the event that the Front-End Fees loan is not
repaid, such amount will be written off to Partners' Capital.

Pursuant to a modification of this loan agreement, beginning January 1, 1996,
the Partnership elected to defer payment of interest of the Front-End Fees
Loan. During the year ended December 31, 1999, the Affiliate of the General
Partner elected to waive the Partnership's obligation for all outstanding
deferred interest on this loan and charge no interest in the future. During the
year ended December 31, 1999, the Partnership reflected the waiver of deferred
interest in the financial statements through an adjustment of $2,257,200 to
Partners' Capital.

4. MORTGAGE LOAN PAYABLE:

Mortgage loan payable at March 31, 2001 and December 31, 2000 consisted of the
following loan, which is non-recourse:

<TABLE>
<CAPTION>
   Property     Partnership's Share of Average
  Pledged as     Principal Balance at  Interest Maturity
  Collateral    3/31/2001  12/31/2000    Rate     Date
-----------------------------------------------------------
<S>             <C>        <C>         <C>      <C>
Marquette Mall  $   467,300 $   568,400 7.75%   7/1/2002(a)
-----------------------------------------------------------
</TABLE>
(a) Upon 30 days written notice by Lender, loan is due in full.

For additional information regarding the mortgage loan payable, refer to the
Partnership's Annual Report for the year ended December 31, 2000.

4
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Reference is made to the Partnership's Annual Report for the year ended
December 31, 2000 for a discussion of the Partnership's business.

Statements contained in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, which are not historical facts, may be
forward-looking statements. Such statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date hereof.

One of the Partnership's objectives is to dispose of its properties when market
conditions allow for the achievement of the maximum possible sales price. The
Partnership, in addition to being in the operation of properties phase, is in
the disposition phase of its life cycle. During the disposition phase of the
Partnership's life cycle, comparisons of operating results are complicated due
to the timing and effect of property sales and dispositions. Components of the
Partnership's operating results are generally expected to decline as real
property interests are sold or disposed of since the Partnership no longer
realizes income and incurs expenses from such real property interests.

OPERATIONS
The table below is a recap of certain operating results of Marquette Mall and
Office Building ("Marquette") for the three months ended March 31, 2001 and
2000. The discussion following the table should be read in conjunction with the
financial statements and notes thereto appearing in this report.

<TABLE>
<CAPTION>
                     Comparative Operating
                          Results (a)
                       For the Quarters
                             Ended
                     3/31/2001  3/31/2000
------------------------------------------
<S>                  <C>        <C>
MARQUETTE MALL AND OFFICE BUILDING
Rental revenues      $1,018,800 $1,045,000
------------------------------------------
Property net income  $  218,800 $  220,000
------------------------------------------
Average occupancy           78%        80%
------------------------------------------
</TABLE>
(a) Excludes certain income and expense items which are either not directly
    related to individual property operating results such as interest income,
    interest expense on the Partnership's Front-End Fees loan and general and
    administrative expenses or are related to properties disposed of by the
    Partnership prior to the periods under comparison.

Net income for the three months ended March 31, 2001 decreased by $3,600 when
compared to the three months ended March 31, 2000. The decrease was primarily
due to a decrease in interest earned on the Partnership's short-term
investments, which was due to a decrease in the rates earned on those
investments.

The following comparative discussion includes only the operating results of
Marquette.

Rental revenues decreased by $26,200 or 2.5% for the three months ended March
31, 2001 as compared to the three months ended March 31, 2000. The decrease was
primarily due to a decrease in base rental income, which was partially offset
by an increase in short-term rental income.

Interest expense on decreased by $13,600 for the three months ended March 31,
2001 when compared to the three months ended March 31, 2000. The decrease was
primarily due to the effects of the 2000 repayment of the mortgage loan
collateralized by Marquette Office Building.

Property operating expense increased by $18,100 for the three months ended
March 31, 2001 when compared to the three months ended March 31, 2000, which
was due to an increase in utility costs.

Repairs and maintenance expense decreased by $24,000 for the three months ended
March 31, 2001 when compared to the three months ended March 31, 2000. The
decrease was primarily due to a decrease in cleaning and roof repair costs.

To increase and/or maintain occupancy levels at the Partnership's remaining
property, the General Partner, through its asset and property management
groups, continues to take the following actions: 1) implementation of marketing
programs, including hiring of third-party leasing agents or providing on-site
leasing personnel, advertising, direct mail campaigns and development of
property brochures; 2) early renewal of existing tenants' leases and addressing
any expansion needs these tenants may have; 3) promotion of local broker events
and networking with local brokers; 4) networking with national level retailers;
5) cold-calling other businesses and tenants in the market area and 6)
providing rental concessions or competitively pricing rental rates depending on
market conditions.

LIQUIDITY AND CAPITAL RESOURCES
One of the Partnership's objectives is to dispose of its properties when market
conditions allow for the achievement of the maximum possible sales price. In
the interim, the Partnership continues to manage and maintain its remaining
property. Cash Flow (as defined in the Partnership Agreement) is generally not
equal to net income or cash flows as determined by accounting principles
generally accepted in the United States ("GAAP"), since certain items are
treated differently under the Partnership Agreement than under GAAP. Management
believes that to facilitate a clear understanding of the Partnership's
operations, an analysis of Cash Flow (as defined in the Partnership Agreement)
should be examined in conjunction with an analysis of net income or cash flows
as determined by GAAP. The following table includes a reconciliation of Cash
Flow (as defined in the Partnership Agreement) to cash flow provided by
operating activities as determined by GAAP. Such amounts are not indicative of
actual distributions to Partners and should not be considered as an alternative
to the results disclosed in the Statements of Income and Expenses and
Statements of Cash Flow.

                                                                               5
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--CONTINUED


<TABLE>
<CAPTION>
                                                         Comparative Cash
                                                           Flow Results
                                                         For the Quarters
                                                               Ended
                                                        3/31/2001  3/31/2000
-----------------------------------------------------------------------------
<S>                                                     <C>        <C>
Cash Flow (as defined in the Partnership Agreement)     $ 289,100  $ 247,600
Items of reconciliation:
 Scheduled principal payments on mortgage loans payable   101,100    151,800
 Decrease in current assets                               171,400    305,200
 Increase in current liabilities                          114,800     65,900
-----------------------------------------------------------------------------
Net cash provided by operating activities               $ 676,400  $ 770,500
-----------------------------------------------------------------------------
Net cash (used for) provided by investing activities    $ (14,300) $ 330,300
-----------------------------------------------------------------------------
Net cash (used for) financing activities                $(332,000) $(152,200)
-----------------------------------------------------------------------------
</TABLE>

Cash Flow (as defined in the Partnership Agreement) increased by $41,500 for
the three months ended March 31, 2001 when compared to the three months ended
March 31, 2000. The increase was primarily the result of a decrease in
principal payments on the Partnership's mortgage loan obligations. The increase
was partially offset by the decline in the Partnership's operating results,
exclusive of depreciation and amortization.

The net increase in the Partnership's cash position of $330,100 for the three
months ended March 31, 2001 was primarily the result of net cash provided by
operating activities exceeding distributions to Partners and principal payments
on mortgage loan. Liquid assets of the Partnership (including cash and cash
equivalents) as of March 31, 2001 were comprised of amounts held for working
capital purposes.

Net cash provided by operating activities decreased by $94,100 for the three
months ended March 31, 2001 when compared to the three months ended March 31,
2000. The decrease was primarily the result of the timing of the receipt of
rental income from Marquette. The decrease was partially offset by the timing
of the payment of certain of the Partnership's expenses.

Net cash provided by (used for) investing activities changed from $330,300 for
the three months ended March 31, 2000 to $(14,300) for the three months ended
March 31, 2001. The change was primarily due to the 2000 maturities of certain
of the Partnership's investments in debt securities.

The Partnership maintains working capital reserves to pay for capital
expenditures such as building and tenant improvements and leasing costs. During
the three months ended March 31, 2001, the Partnership spent $14,300 for
capital and tenant improvements and leasing costs and has projected to spend
approximately $575,000 during the remainder of 2001. Included in the 2001
budget is $450,000 for repairs to the roof. Actual amounts expended may vary
depending on a number of factors including actual leasing activity, results of
property operations, liquidity considerations, the sale of Marquette and other
market conditions throughout the year. The General Partner believes these
improvements and leasing costs are necessary in order to increase and/or
maintain occupancy levels in a very competitive market, maximize rental rates
charged to new and renewing tenants and to prepare the remaining property for
eventual disposition.

The Partnership has no financial instruments for which there are significant
risks.

Net cash used for financing activities increased by $179,800 for the three
months ended March 31, 2001 when compared to the three months ended March 31,
2000. The increase was primarily due to distributions of Cash Flow (as defined
by the Partnership Agreement) to Limited Partners. The increase was partially
offset by the decrease in principal payments on the Partnership's mortgage
loan.

Pursuant to a modification of the Partnership's Front-End Fees loan agreement,
the Affiliate of the General Partner has elected to waive the Partnership's
obligation for all deferred interest on this loan and charge no interest in the
future.

The Partnership's mortgage loan is callable upon thirty days notice from the
lender.

The General Partner continues to take a conservative approach to projections of
future rental income in its determination of adequate levels of cash reserves
due to the anticipated capital, tenant improvement and leasing costs. In
addition, the Partnership must maintain adequate liquidity to provide for the
repayment of its mortgage debt. The General Partner believes that Cash Flow (as
defined in the Partnership Agreement) is one of the best and least expensive
sources of cash. As a result, cash continues to be retained to supplement
working capital reserves. For the quarter ended March 31, 2001, Cash Flow (as
defined in the Partnership Agreement) retained to supplement working capital
reserves amounted to $58,600.

Distributions to Limited Partners for the quarter ended March 31, 2001 were
declared in the amount of $230,500 or $4.00 per Unit. Cash distributions are
made 60 days after the last day of each fiscal quarter. The amount of future
distributions to Limited Partners will ultimately be dependent upon the
performance of Marquette as well as the General Partners determination of the
amount of cash necessary to supplement working capital reserves to meet future
liquidity requirements of the Partnership. Accordingly, there can be no
assurance as to the amounts of cash for future distributions to Limited
Partners.

Based upon the current estimated value of its assets, net of its outstanding
liabilities, together with its expected future operating results and capital
expenditure requirements, the Partnership's cumulative distributions to its
Limited Partners from inception through the termination of the Partnership will
be significantly less than such Limited Partners' Original Capital
Contribution.

6
<PAGE>

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:

(a) Exhibits: None

(b) Reports on Form 8-K:

There were no reports filed on Form 8-K for the three months ended March 31,
2001.

                                                                               7
<PAGE>

SIGNATURES

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.

                                     FIRST CAPITAL INCOME PROPERTIES, LTD.--
                                     SERIES XI

                                     By: FIRST CAPITAL FINANCIAL LLC
                                        GENERAL PARTNER

                                               /s/ DOUGLAS CROCKER II
Date: May 11, 2001                   By: ______________________________________
                                                   DOUGLAS CROCKER II
                                         PRESIDENT AND CHIEF EXECUTIVE OFFICER

                                               /s/ PHILIP G. TINKLER
Date: May 11, 2001                   By:  _____________________________________
                                                   PHILIP G. TINKLER
                                         VICE PRESIDENT--FINANCE AND TREASURER

8