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


                                    FORM 10-Q



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


      For the period ended      June 30, 1997
                           -----------------------------------------------------


                                       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  0-9783
                            -------


                        MCNEIL REAL ESTATE FUND XI, LTD.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)




         California                                   94-2669577
--------------------------------------------------------------------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                        Identification No.)



              13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240
--------------------------------------------------------------------------------
             (Address of principal executive offices)         (Zip code)


Registrant's telephone number, including area code   (972) 448-5800
                                                   -----------------------------



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 and (2) has been  subject to such  filing
requirements for the past 90 days. Yes X No
                                      ---  ---



<PAGE>
                        MCNEIL REAL ESTATE FUND XI, LTD.

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
------- --------------------
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                          June 30,           December 31,
                                                                            1997                 1996
                                                                       ---------------      ---------------
ASSETS    
------

Real estate investments:
<S>                                                                    <C>                  <C>            
   Land.....................................................           $     4,572,654      $     4,572,654
   Buildings and improvements...............................                51,012,004           50,600,784
                                                                        --------------       --------------
                                                                            55,584,658           55,173,438
   Less:  Accumulated depreciation..........................               (33,227,314)         (32,181,184)
                                                                        --------------       --------------
                                                                            22,357,344           22,992,254

Asset held for sale.........................................                 4,229,356            4,203,597

Cash and cash equivalents...................................                 2,514,386            2,351,879
Cash segregated for security deposits.......................                   430,957              403,949
Accounts receivable.........................................                    64,048              204,542
Prepaid expenses and other assets...........................                   120,969              256,151
Escrow deposits.............................................                 1,006,113              662,003
Deferred borrowing costs (net of accumulated
   amortization of $596,675 and $515,702 at
   June 30, 1997 and December 31, 1996,
   respectively)............................................                 1,436,805            1,517,778
                                                                        --------------       --------------
                                                                       $    32,159,978      $    32,592,153
                                                                        ==============       ==============

LIABILITIES AND PARTNERS' DEFICIT
---------------------------------

Mortgage notes payable, net.................................           $    36,442,243      $    36,666,074
Mortgage note payable - affiliate...........................                 2,588,971            2,588,971
Accounts payable............................................                    16,648               52,886
Accrued interest............................................                   273,725              272,189
Accrued interest - affiliate................................                    20,215               23,239
Accrued expenses............................................                   660,178              455,857
Deferred gain - fire  damage................................                         -              174,656
Payable to affiliates - General Partner.....................                 1,915,226            2,558,338
Security deposits and deferred rental revenue...............                   451,725              433,407
                                                                        --------------       --------------
                                                                            42,368,931           43,225,617
                                                                        --------------       --------------

Partners' deficit:
   Limited  partners - 159,813 limited  partnership units
     authorized  and outstanding at June 30, 1997
     and December 31, 1996..................................                (4,311,898)          (4,179,456)
   General Partner..........................................                (5,897,055)          (6,454,008)
                                                                        --------------       --------------
                                                                           (10,208,953)         (10,633,464)
                                                                        --------------       --------------
                                                                       $    32,159,978      $    32,592,153
                                                                        ==============       ==============
</TABLE>
The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.
<PAGE>
                        MCNEIL REAL ESTATE FUND XI, LTD.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                           Three Months Ended                       Six Months Ended
                                                  June 30,                              June 30,
                                      ---------------------------------    ---------------------------------
                                          1997               1996               1997                1996
                                      --------------    ---------------    --------------     --------------
Revenue:
<S>                                   <C>                <C>               <C>                <C>           
   Rent revenue..................     $    3,763,175     $    3,660,607    $    7,513,324     $    7,329,367
   Interest......................             26,967             31,667            52,861             58,629
   Gain on involuntary
     conversion..................            172,987                  -           172,987                  -
                                       -------------      -------------     -------------      -------------
     Total revenue...............          3,763,129          3,692,274         7,739,172          7,387,996
                                       -------------      -------------     -------------      -------------

Expenses:
   Interest......................            885,338            948,783         1,772,553          1,909,949
   Interest - affiliate mortgage.             61,444                  -           120,875                  -
   Depreciation..................            523,065            593,040         1,046,130          1,248,753
   Property taxes................            217,794            214,521           435,588            439,182
   Personnel expenses............            418,305            395,593           914,639            881,605
   Utilities.....................            269,997            246,637           546,678            516,572
   Repair and maintenance........            550,002            542,460         1,054,106            974,943
   Property management
     fees - affiliates...........            187,546            182,218           373,869            364,392
   Other property operating
     expenses....................            172,256            198,146           375,354            389,758
   General and administrative....             44,538             31,674           101,220             81,891
   General and administrative -
     affiliates..................             66,130             96,525           132,009            193,851
                                       -------------      -------------     -------------      -------------
     Total expenses..............          3,396,415          3,449,597         6,873,021          7,000,896
                                       -------------      -------------     -------------      -------------

Net income.......................     $      566,714     $      242,677    $      866,151     $      387,100
                                       =============      =============     =============      =============

Net income (loss) allocable to
   limited partners..............     $      442,417     $      230,543    $     (132,442)    $      367,745
Net income allocable
   to General Partner............            124,297             12,134           998,593             19,355
                                       -------------      -------------     -------------      -------------
Net income.......................     $      566,714     $      242,677    $      866,151     $      387,100
                                       =============      =============     =============      =============

Net income (loss) per limited
   partnership unit..............     $         2.77     $         1.44    $         (.83)    $         2.30
                                       =============      =============     =============      =============
</TABLE>


The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.
<PAGE>
                        MCNEIL REAL ESTATE FUND XI, LTD.

                         STATEMENTS OF PARTNERS' DEFICIT
                                   (Unaudited)

                 For the Six Months Ended June 30, 1997 and 1996

<TABLE>
<CAPTION>

                                                                                                  Total
                                                    General                 Limited               Partners'
                                                    Partner                 Partners              Deficit
                                                 ---------------         ---------------       ---------------

<S>                                              <C>                     <C>                   <C>            
Balance at December 31, 1995..............       $   (6,339,886)         $   (4,983,492)       $  (11,323,378)

Net income................................               19,355                 367,745               387,100

Management Incentive Distribution.........             (441,664)                      -              (441,664)
                                                  -------------           -------------         -------------

Balance at June 30, 1996..................       $   (6,762,195)         $   (4,615,747)       $  (11,377,942)
                                                  =============           =============         =============


Balance at December 31, 1996..............       $   (6,454,008)         $   (4,179,456)       $  (10,633,464)

Net income (loss).........................              998,593                (132,442)              866,151

Management Incentive Distribution.........             (441,640)                      -              (441,640)
                                                  -------------           -------------         -------------

Balance at June 30, 1997..................       $   (5,897,055)         $   (4,311,898)       $  (10,208,953)
                                                  =============           =============         =============

</TABLE>



The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.
<PAGE>
                        MCNEIL REAL ESTATE FUND XI, LTD.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                            Six Months Ended
                                                                                 June 30,
                                                                -------------------------------------------
                                                                        1997                     1996
                                                                -------------------        ----------------
Cash flows from operating activities:
<S>                                                             <C>                        <C>            
   Cash received from tenants........................           $        7,484,507         $     7,375,490
   Cash paid to suppliers............................                   (2,968,518)             (2,789,291)
   Cash paid to affiliates...........................                     (539,730)               (519,761)
   Interest received.................................                       52,861                  58,629
   Interest paid.....................................                   (1,678,278)             (1,838,588)
   Interest paid - affiliates........................                     (123,899)                      -
   Property taxes paid...............................                     (513,947)               (486,140)
                                                                 -----------------          --------------
Net cash provided by operating activities............                    1,712,996               1,800,339
                                                                 -----------------          --------------

Cash flow from investing activities:
   Additions to real estate investments..............                     (436,979)               (907,667)
   Insurance proceeds from fire......................                      172,987                       -
                                                                 -----------------          --------------
Net cash used in investing activities................                     (263,992)               (907,677)
                                                                 -----------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable.........................................                     (235,597)               (237,172)
   Management Incentive Distribution.................                   (1,050,900)                      -
                                                                 -----------------          --------------
Net cash used in financing activities................                   (1,286,497)               (237,172)
                                                                 -----------------          --------------

Net increase in cash and cash equivalents............                      162,507                 655,500

Cash and cash equivalents at beginning of
   period............................................                    2,351,879               2,030,544
                                                                 -----------------          --------------

Cash and cash equivalents at end of period...........           $        2,514,386         $     2,686,044
                                                                 =================          ==============
</TABLE>


The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.
<PAGE>

                        MCNEIL REAL ESTATE FUND XI, LTD.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

              Reconciliation of Net Income to Net Cash Provided by
                              Operating Activities

<TABLE>
<CAPTION>
                                                                            Six Months Ended
                                                                                  June 30,
                                                                  ----------------------------------------
                                                                        1997                    1996
                                                                  ----------------        ----------------
<S>                                                               <C>                     <C>             
Net income...........................................             $        866,151        $        387,100
                                                                   ---------------         ---------------

Adjustments to reconcile net income to net cash
   provided  by  operating activities:
   Depreciation......................................                    1,046,130               1,248,753
   Amortization of deferred borrowing costs..........                       80,973                  63,674
   Amortization of discounts on mortgage
     notes payable...................................                       11,766                   9,528
   Gain on involuntary conversion-...................                     (172,987)                      -
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                      (27,008)                  5,157
     Accounts receivable.............................                      (32,493)               (155,112)
     Prepaid expenses and other assets...............                      135,182                 144,356
     Escrow deposits.................................                     (344,110)               (240,498)
     Accounts payable................................                      (37,907)                 49,819
     Accrued interest................................                        1,536                  (1,841)
     Accrued interest-affiliates.....................                       (3,024)                      -
     Accrued expenses................................                      204,321                 (78,527)
     Payable to affiliates - General Partner.........                      (33,852)                 38,482
     Security deposits and deferred rental
       revenue.......................................                       18,318                  28,626
                                                                   ---------------          --------------
       Total adjustments.............................                      846,845               1,413,239
                                                                   ---------------          --------------

Net cash provided by operating activities............             $      1,712,996         $     1,800,339
                                                                   ===============          ==============
</TABLE>


The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.
<PAGE>
                        McNEIL REAL ESTATE FUND XI, LTD.

                          Notes to Financial Statements
                                   (Unaudited)

                                  June 30, 1997

NOTE 1.
-------

McNeil Real Estate Fund XI, Ltd. (the  "Partnership") was organized June 2, 1980
as a limited  partnership under the provisions of the California Uniform Limited
Partnership Act. The general partner of the Partnership is McNeil Partners, L.P.
(the "General Partner"), a Delaware limited partnership,  an affiliate of Robert
A.  McNeil.  The  Partnership  is governed by an amended  and  restated  limited
partnership   agreement,   dated  August  6,  1991  (the  "Amended   Partnership
Agreement").  The principal  place of business for the  Partnership  and for the
General Partner is 13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240.

In the opinion of management,  the financial  statements reflect all adjustments
necessary  for a fair  presentation  of the  financial  position  and results of
operations  of the  Partnership.  All  adjustments  were of a  normal  recurring
nature.  However,  the results of  operations  for the six months ended June 30,
1997 are not  necessarily  indicative of the results to be expected for the year
ending December 31, 1997.

NOTE 2.
-------

The  financial  statements  should  be read in  conjunction  with the  financial
statements  contained in the  Partnership's  Annual  Report on Form 10-K for the
year  ended  December  31,  1996,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil Real Estate Fund XI, Ltd. c/o The Herman Group,  2121 San Jacinto St.,
26th Floor, Dallas, TX 75201.

NOTE 3.
-------

The  Partnership  pays  property  management  fees  equal to 5% of gross  rental
receipts of the Partnership's properties to McNeil Real Estate Management,  Inc.
("McREMI"),  an  affiliate  of  the  General  Partner,  for  providing  property
management and leasing services.

The  Partnership  reimburses  McREMI  for  its  costs,  including  overhead,  of
administering the Partnership's affairs.

Under terms of the Amended  Partnership  Agreement,  the Partnership is paying a
Management  Incentive  Distribution  ("MID") to the General Partner. The maximum
MID is  calculated  as 1% of the tangible  asset value of the  Partnership.  The
maximum MID  percentage  decreases  subsequent to 1999.  Tangible asset value is
determined  by using the  greater  of (i) an amount  calculated  by  applying  a
capitalization  rate  of 9% to the  annualized  net  operating  income  of  each
property or (ii) a value of $10,000 per apartment unit to arrive at the property
tangible  asset value.  The property  tangible  asset value is then added to the
book value of all other assets excluding intangible items.



<PAGE>
MID will be paid to the extent of the lesser of the  Partnership's  excess  cash
flow,  as  defined,  or net  operating  income,  as  defined  ("the  Entitlement
Amount"),  and may be paid (i) in cash, unless there is insufficient cash to pay
the  distribution  in which  event  any  unpaid  portion  not  taken in  limited
partnership  units ("Units") will be deferred and is payable,  without interest,
from the first  available cash and/or (ii) in Units. A maximum of 50% of the MID
may be paid in Units.  The number of Units issued in payment of the MID is based
on the greater of $50 per Unit or the net tangible asset value, as defined,  per
Unit.

Any  amount  of the MID that is paid to the  General  Partner  in Units  will be
treated as if cash is distributed to the General Partner and is then contributed
to the Partnership by the General Partner. The MID represents a return of equity
to the General Partner for increasing cash flow, as defined,  and accordingly is
treated as a distribution.

In November 1996, the  Partnership  obtained a loan from McNeil Real Estate Fund
XXVII,  L.P., an affiliate of the General Partner,  for $2,588,971.  The note is
secured by Rock Creek  Apartments and requires  monthly  interest-only  payments
equal to the prime  lending rate of Bank of America  plus 1% with the  principal
balance due November 25, 1999.

Compensation,  reimbursements  and  distributions  paid  to or  accrued  for the
benefit of the General Partner and its affiliates are as follows:

                                                           Six Months Ended
                                                                June 30,
                                                        ------------------------
                                                            1997        1996
                                                        ----------    ----------

Property management fees - affiliates................   $  373,869    $  364,392
Interest - affiliates................................      120,875             -
Charged to general and administrative affiliates:
   Partnership administration........................      132,009       193,851
                                                         ---------     ---------
                                                        $  626,753    $  558,243
                                                         =========     =========

Charged to General Partner's deficit:
   MID...............................................   $  441,640    $  441,664
                                                         =========     =========

NOTE 4.
-------

In 1996, the  Partnership  adopted the Financial  Accounting  Standards  Board's
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of."
This statement  requires the cessation of  depreciation on assets held for sale.
Since  Rock  Creek is  currently  classified  as an  asset  held  for  sale,  no
depreciation  was recognized  effective  October 1, 1996. On August 1, 1997, the
Partnership  placed The Park on the market for sale and will  accordingly  cease
recording depreciation charges effective August 1, 1997.





<PAGE>
NOTE 5.
-------

On January 8, 1996, 23,347 square feet of Knollwood  Apartments was destroyed by
fire causing  $856,654 in damages.  The  Partnership  has  received  $681,998 in
insurance  reimbursements  as of December 31, 1996,  to cover the cost to repair
Knollwood.  In 1997, the property  received an additional  $172,987 in insurance
reimbursements.  Insurance reimbursements received in excess of the basis of the
property  damaged  were  recorded  as a  gain  on  involuntary  conversion.  The
Partnership recorded a gain of $172,987 in 1997.

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

FINANCIAL CONDITION
-------------------

The Partnership is engaged in real estate  activities,  including the ownership,
operation and management of residential and other real estate related assets. At
June 30, 1997, the Partnership owned eight apartment  properties,  which are all
subject to mortgage notes.

RESULTS OF OPERATIONS
---------------------

Revenue:

Partnership  revenues  increased by $351,176 or 5% for the period ended June 30,
1997,  as  compared  to the same  period  last year.  Rental  revenue  increased
$183,957 or 3% for the six months ended June 30, 1997. Interest income decreased
by $5,768 or 10% for the  period  ended  June 30,  1997.  The  Partnership  also
recognized a gain on involuntary conversion of $172,987 as a result of a fire at
Knollwood.

Rental  revenue for the first six months of 1997 was  $7,513,324  as compared to
$7,329,367  for the same  period in 1996.  The  increase  in rental  revenue  is
primarily  due to an increase in occupancy  rates at Acacia Lakes and Sun Valley
along with increases in the rental rates at Acacia Lakes, Knollwood,  Sun Valley
and Villa Del Rio.

Expenses:

Total  Partnership  expenses  decreased by $127,875 or 2% for the period  ending
June 30, 1997 as compared to the same  period in 1996.  Decreases  in  interest,
depreciation,   other  property  operation  and  general  and  administrative  -
affiliates were offset by increases in repairs and maintenance.

Interest  expense  decreased by $137,396 or 7% for the six months ended June 30,
1997 as  compared  to the same  period  last year.  This  decrease is due to the
payoff of The Village  mortgage  note in November  1996 and receiving a mortgage
loan from an affiliate.

Interest expense - affiliate  increase by $120,875 due to the mortgage loan from
an affiliate in November  1996 on The Village.  This loan accrues  interest at a
rate of prime plus 1% and at June 30, 1997, the interest rate was 8.5%.


<PAGE>
Depreciation  decreased by $202,623 or 16% for six months ended June 30, 1997 as
compared to the same period in 1996.  This decrease is mainly due to Rock Creek,
which  is  currently  classified  as an  asset  held  for  sale,  for  which  no
depreciation has been recognized since October 1, 1996.

Repairs  and  maintenance  expense  for the six  months  ended  June  30,  1997,
increased  by $79,163 or 8% compared to the same period in 1996.  This  increase
can be attributed to the replacement of appliances,  which met the Partnership's
criteria for capitalization  based on the magnitude of replacements in 1996, but
were  expensed  in 1997.  The  increase  is also due to the  increase in grounds
maintenance at Acacia Lakes.

General and  administrative  expenses increased $19,329 or 24% for the first six
months of 1997 as  compared to the same period  last year.  Costs  incurred  for
investor  services were paid to an unrelated third party in 1997. In 1996, these
costs were paid to an  affiliate  of the General  Partner  and were  included in
general and administrative - affiliates.

General and  administrative - affiliates expense decreased by $61,842 or 32% for
the first six months of 1997 as compared to the same period last year due to the
reduction of overhead expenses allocable to the Partnership.  Allocated expenses
decreased in part due to investor services being performed by an unrelated third
party in 1997, as discussed above.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Partnership generated $1,712,996 through operating activities for the period
ending June 30, 1997 as compared to $1,800,339 for the same period in 1996. This
decrease  is  primarily  due to an  increase  in cash paid to  suppliers  and an
increase in interest paid to affiliates.

The Partnership  funded $436,979 in additions to real estate investments for the
six months ending June 30, 1997. All of the Partnership's  properties  continued
capital improvement  projects to enhance the value of the properties so they can
remain  competitive in the market.  The  Partnership  also received  $172,987 in
insurance proceeds due to a fire at Knollwood in January 1996.

Financing   activities   included   principal  payments  on  mortgage  notes  of
$235,597 and MID payments of $1,050,900.

Short-term liquidity:

At June 30, 1997, the Partnership  held cash and cash equivalents of $2,514,386.
The General Partner considers this level of cash reserves to be adequate to meet
the Partnership's  operating needs. The Partnership  resumed MID payments during
the third quarter of 1996 and will  continue  making MID payments as long as the
Partnership's  properties continue to perform as projected.  The General Partner
believes that anticipated  operating results for 1997 will be sufficient to fund
the Partnership's  budgeted $1.4 million in capital improvements for 1997 and to
repay the current portion of the Partnership's mortgage notes.








<PAGE>
Long-term liquidity:

For the long-term,  property operations will remain the primary source of funds.
In this regard,  the General Partner expects that the capital  improvements made
by the  Partnership  during the past will yield improved cash flow from property
operations in the future. If the Partnership's cash position  deteriorates,  the
General Partner may elect to defer certain of the capital  improvements,  except
where  such  improvements  are  expected  to  increase  the  competitiveness  or
marketability of the Partnership's properties.

The Partnership  has determined to begin orderly  liquidation of all its assets.
Although  there can be no assurance as to the timing of the  liquidation  due to
real estate  market  conditions,  the general  difficulty  of  disposing of real
estate,  and  other  general  economic  factors,  it is  anticipated  that  such
liquidation  would result in the  dissolution of the  Partnership  followed by a
liquidating  distribution to Unit holders by December 2001. In this regard,  the
Partnerships  has placed Rock Creek on the market for sale. The  Partnership has
also placed The Park on the market for sale as of August 1, 1997.

Income allocation and distributions:

Terms  of  the  Amended   Partnership   Agreement  specify  that  income  before
depreciation  is allocated  to the General  Partner to the extent of MID paid in
cash. Depreciation is allocated in the ratio of 95:5 to the limited partners and
the General Partner, respectively.  Therefore, for the six months ended June 30,
1997 and 1996, $998,593 and $7,221, respectively,  were allocated to the General
Partner.  The limited partners  received  allocations of $(132,442) and $137,202
for the six months ended June 30, 1997 and 1996, respectively.

With the exception of the MID,  distributions  to partners  have been  suspended
since 1986 as part of the General Partner's policy of maintaining  adequate cash
reserves.  Distributions  to the limited  partners will remain suspended for the
foreseeable  future.  The  General  Partner  will  continue  to monitor the cash
reserves and working  capital needs of the  Partnership  to determine  when cash
flows will support  distributions  to the limited  partners.  A distribution  of
$441,640  for the MID has been  accrued  by the  Partnership  for the six  month
period ending June 30, 1997 for the General Partner.

                          PART II. - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
-------  -----------------

James F.  Schofield,  Gerald C. Gillett,  Donna S. Gillett,  Jeffrey  Homburger,
Elizabeth Jung,  Robert Lewis, and Warren Heller et al. v. McNeil Partners L.P.,
McNeil Investors,  Inc., McNeil Real Estate Management,  Inc., Robert A. McNeil,
Carole J. McNeil,  McNeil Pacific  Investors Fund 1972, Ltd., McNeil Real Estate
Fund IX,  Ltd.,  McNeil Real  Estate  Fund X, Ltd.,  McNeil Real Estate Fund XI,
Ltd.,  McNeil  Real Estate Fund XII,  Ltd.,  McNeil Real Estate Fund XIV,  Ltd.,
McNeil Real Estate Fund XV, Ltd.,  McNeil Real Estate Fund XX, L.P., McNeil Real
Estate Fund XXI, L.P.,  McNeil Real Estate Fund XXII,  L.P.,  McNeil Real Estate
Fund XXIV,  L.P.,  McNeil Real Estate  Fund XXV,  L.P.,  McNeil Real Estate Fund
XXVI, L.P., and McNeil Real Estate Fund XXVII,  L.P., et al. - Superior Court of
the State of California for the County of Los Angeles,  Case No. BC133799 (Class
and Derivative Action Complaint).




<PAGE>
The action involves  purported  class and derivative  actions brought by limited
partners of each of the fourteen limited partnerships that were named as nominal
defendants as listed above (the  "Partnerships").  Plaintiffs allege that McNeil
Investors, Inc., its affiliate McNeil Real Estate Management,  Inc. and three of
their senior officers and/or directors (collectively, the "Defendants") breached
their  fiduciary  duties and certain  obligations  under the respective  Amended
Partnership  Agreement.  Plaintiffs  allege that  Defendants  have rendered such
Units highly illiquid and  artificially  depressed the prices that are available
for Units on the resale market.  Plaintiffs also allege that Defendants  engaged
in a course of conduct to prevent the  acquisition  of Units by an  affiliate of
Carl  Icahn  by  disseminating  purportedly  false,  misleading  and  inadequate
information.  Plaintiffs  further allege that Defendants  acted to advance their
own personal  interests at the expense of the Partnerships'  public unit holders
by failing to sell Partnership  properties and failing to make  distributions to
unitholders.

On December 16, 1996, the Plaintiffs filed a consolidated and amended complaint.
Plaintiffs  are suing for breach of  fiduciary  duty,  breach of contract and an
accounting,  alleging,  among other things, that the management fees paid to the
McNeil affiliates over the last six years are excessive,  that these fees should
be reduced retroactively and that the respective Amended Partnership  Agreements
governing the Partnerships are invalid.

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing the consolidated and amended complaint with leave to amend.

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

(a)      Exhibits.

         Exhibit
         Number                     Description
         -------                    -----------

         4.                         Amended  and  Restated  Limited  Partnership
                                    Agreement   dated  as  of  August  6,  1991.
                                    (Incorporated  by reference to the Quarterly
                                    Report on Form 10-Q,  for the quarter  ended
                                    June 30, 1991).

         11.                        Statement regarding  computation of net loss
                                    per limited  partnership  unit: Net loss per
                                    limited  partnership  unit  is  computed  by
                                    dividing  net loss  allocated to the limited
                                    partners    by   the   number   of   limited
                                    partnership  units  outstanding.   Per  unit
                                    information   has  been  computed  based  on
                                    159,813    limited     partnership     units
                                    outstanding in 1997 and 1996, respectively.

         27.                        Financial   Data  Schedule  for  the quarter
                                    ended June 30, 1997.

(b)      Reports on Form 8-K.  There were no reports on Form  8-K  filed  during
         the quarter ended June 30, 1997.
<PAGE>

                        McNEIL REAL ESTATE FUND XI, LTD.

                                   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:



                             McNEIL REAL ESTATE FUND XI, Ltd.

                             By:  McNeil Partners, L.P., General Partner

                                  By: McNeil Investors, Inc., General Partner






August 13, 1997                   By:  /s/  Ron K. Taylor
---------------                        -----------------------------------------
Date                                   Ron K. Taylor
                                       President and Director of McNeil
                                         Investors, Inc.
                                       (Principal Financial Officer)




August 13, 1997                   By:  /s/  Brandon K. Flaming
---------------                        -----------------------------------------
Date                                   Brandon K. Flaming
                                       Vice President of McNeil Investors, Inc.
                                       (Principal Accounting Officer)