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 quarterly period ended          June 30, 1999
                                     -------------------------------------------

                                       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>
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
------- --------------------

                        MCNEIL REAL ESTATE FUND XI, LTD.

                                 BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           June 30,           December 31,
                                                                             1999                 1998
                                                                         -------------        -------------
ASSETS
------

Real estate investments:
<S>                                                                      <C>                  <C>
   Land .........................................................        $  4,407,325         $  4,407,325
   Buildings and improvements ...................................          48,671,328           48,327,237
                                                                         ------------         ------------
                                                                           53,078,653           52,734,562
   Less:  Accumulated depreciation ..............................         (34,096,460)         (33,063,795)
                                                                         ------------         ------------
                                                                           18,982,193           19,670,767

Asset held for sale .............................................           4,878,651            4,765,942

Cash and cash equivalents .......................................           3,401,118            2,397,968
Cash segregated for security deposits ...........................             399,666              459,382
Cash restricted for mortgage payments ...........................             368,912              286,160
Accounts receivable .............................................              32,150              149,681
Prepaid expenses and other assets ...............................             163,337              233,791
Escrow deposits .................................................             816,809              617,502
Deferred borrowing costs (net of accumulated
   amortization of $771,243 and $682,223 at
   June 30, 1999 and December 31, 1998,
   respectively) ................................................           1,076,166            1,165,186
                                                                         ------------         ------------
                                                                         $ 30,119,002         $ 29,746,379
                                                                         ============         ============

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

Mortgage notes payable, net .....................................        $ 35,730,147         $ 36,064,590
Accrued interest ................................................             209,023              240,794
Accrued expenses ................................................             989,383              414,875
Payable to affiliates - General Partner .........................           3,445,838            2,950,388
Deferred gain - fire ............................................                  --               25,037
Security deposits and deferred rental revenue ...................             464,869              466,504
                                                                         ------------         ------------
                                                                           40,839,260           40,162,188
                                                                         ------------         ------------

Partners' deficit:
   Limited  partners - 159,813 limited  partnership units
     authorized  and outstanding at June 30, 1999
     and December 31, 1998 ......................................          (3,485,239)          (3,598,672)
   General Partner ..............................................          (7,235,019)          (6,817,137)
                                                                         ------------         ------------
                                                                          (10,720,258)         (10,415,809)
                                                                         ------------         ------------
                                                                         $ 30,119,002         $ 29,746,379
                                                                         ============         ============
</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,
                                                -------------------------------        ------------------------------
                                                    1999                1998               1999               1998
                                                -----------         -----------        -----------        -----------
Revenue:
<S>                                             <C>                 <C>                <C>                <C>
   Rent revenue ........................        $ 3,743,121         $ 3,692,186        $ 7,506,798        $ 7,582,411
   Interest ............................             34,395              46,357             50,849             96,122
   Gain on sale of real estate .........                 --           3,319,137                 --          3,319,137
   Gain on involuntary
     conversion ........................                 --                  --             36,012                 --
                                                -----------         -----------        -----------        -----------
     Total revenue .....................          3,777,516           7,057,680          7,593,659         10,997,670
                                                -----------         -----------        -----------        -----------

Expenses:
   Interest ............................            769,878             836,384          1,521,383          1,708,089
   Interest - affiliate mortgage........                 --              39,318                 --             99,964
   Depreciation ........................            517,533             517,436          1,032,665          1,026,831
   Property taxes ......................            230,376             226,420            451,749            457,603
   Personnel expenses ..................            465,469             456,974            900,016            946,396
   Utilities ...........................            286,581             278,184            548,359            547,775
   Repair and maintenance ..............            573,582             500,605          1,011,906            926,316
   Property management
     fees - affiliates .................            184,276             183,376            370,417            376,829
   Other property operating
     expenses ..........................            163,372             182,667            345,418            395,026
   General and administrative ..........            523,973             202,065            618,703            348,077
   General and administrative -
     affiliates ........................             73,617              93,793            147,099            174,542
                                                -----------         -----------        -----------        -----------
     Total expenses ....................          3,788,657           3,517,222          6,947,715          7,007,448
                                                -----------         -----------        -----------        -----------

Net income (loss) ......................        $   (11,141)        $ 3,540,458        $   645,944        $ 3,990,222
                                                ===========         ===========        ===========        ===========

Net income (loss) allocable to
   limited partners ....................        $   (10,584)        $ 3,363,435        $   613,647        $ 3,790,711
Net income (loss) allocable
   to General Partner ..................               (557)            177,023             32,297            199,511
                                                -----------         -----------        -----------        -----------
Net income (loss) ......................        $   (11,141)        $ 3,540,458        $   645,944        $ 3,990,222
                                                ===========         ===========        ===========        ===========

Net income (loss) per limited
   partnership unit ....................        $      (.07)        $     21.05        $      3.84        $     23.72
                                                ===========         ===========        ===========        ===========

Distribution per limited
   partnership unit ....................        $        --         $        --        $      3.13        $     12.51
                                                ===========         ===========        ===========        ===========
</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, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                               Total
                                                     General             Limited              Partners'
                                                     Partner             Partners              Deficit
                                                 ---------------       -------------        -------------
<S>                                              <C>                   <C>                  <C>
Balance at December 31, 1997 ............        $   (6,191,624)       $ (3,602,274)        $ (9,793,898)

Net income ..............................               199,511           3,790,711            3,990,222

Management Incentive Distribution........              (455,442)                 --             (455,442)

Distributions to limited partners .......                    --          (2,000,014)          (2,000,014)
                                                 --------------        ------------         ------------

Balance at June 30, 1998 ................        $   (6,447,555)       $ (1,811,577)        $ (8,259,132)
                                                 ==============        ============         ============


Balance at December 31, 1998 ............        $   (6,817,137)       $ (3,598,672)        $(10,415,809)

Net income ..............................                32,297             613,647              645,944

Management Incentive Distribution .......              (450,179)                 --             (450,179)

Distributions to limited partners .......                    --            (500,214)            (500,214)
                                                 --------------        ------------         ------------

Balance at June 30, 1999 ................        $   (7,235,019)       $ (3,485,239)        $(10,720,258)
                                                 ==============        ============         ============
</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,
                                                          --------------------------------
                                                              1999                1998
                                                          ------------        ------------
Cash flows from operating activities:
<S>                                                       <C>                 <C>
   Cash received from tenants ....................        $ 7,652,110         $ 7,477,862
   Cash paid to suppliers ........................         (3,032,620)         (2,979,370)
   Cash paid to affiliates .......................           (399,090)           (514,168)
   Interest received .............................             50,849              96,122
   Interest paid .................................         (1,450,828)         (1,633,619)
   Interest paid - affiliates ....................                 --            (120,853)
   Property taxes paid ...........................           (401,871)           (560,097)
                                                          -----------         -----------
Net cash provided by operating activities ........          2,418,550           1,765,877
                                                          -----------         -----------

Cash flow from investing activities:
   Additions to real estate investments and
     assets held for sale ........................           (456,800)           (658,634)
   Insurance proceeds from fire ..................             45,270                  --
   Proceeds from sale of real estate .............                 --           4,787,389
                                                          -----------         -----------
Net cash provided by (used in) investing
   activities ....................................           (411,530)          4,128,755
                                                          -----------         -----------

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable .....................................           (347,749)           (254,380)
   Cash restricted for mortgage payments .........            (82,752)                 --
   Proceeds from mortgage note payable ...........                 --           2,635,000
   Repayment of mortgage note
     payable - affiliate .........................                 --          (2,588,971)
   Retirement of mortgage note payable ...........                 --          (2,565,604)
   Deferred borrowing costs paid .................                 --             (60,438)
   Management Incentive Distribution .............            (73,155)                 --
   Distributions to limited partners .............           (500,214)         (2,000,014)
                                                          -----------         -----------
Net cash used in financing activities ............         (1,003,870)         (4,834,407)
                                                          -----------         -----------

Net increase in cash and cash equivalents ........          1,003,150           1,060,225

Cash and cash equivalents at beginning of
   period ........................................          2,397,968           3,045,785
                                                          -----------         -----------

Cash and cash equivalents at end of period........        $ 3,401,118         $ 4,106,010
                                                          ===========         ===========
</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,
                                                               -------------------------------
                                                                  1999                1998
                                                               -----------         -----------
<S>                                                            <C>                 <C>
Net income ............................................        $   645,944         $ 3,990,222
                                                               -----------         -----------

Adjustments to reconcile net income to net cash
   provided  by  operating activities:
   Depreciation .......................................          1,032,665           1,026,831
   Amortization of deferred borrowing costs ...........             89,020              86,668
   Amortization of discounts on mortgage
     notes payable ....................................             13,306              12,107
   Gain on sale of real estate ........................                 --          (3,319,137)
   Gain on involuntary conversion .....................            (36,012)                 --
   Changes in assets and liabilities:
     Cash segregated for security deposits ............             59,716             (39,968)
     Accounts receivable ..............................             83,236             (72,909)
     Prepaid expenses and other assets ................             70,454             143,903
     Escrow deposits ..................................           (199,307)           (270,390)
     Accrued interest .................................            (31,771)            (24,305)
     Accrued interest - affiliates ....................                 --             (20,889)
     Accrued expenses .................................            574,508             217,932
     Payable to affiliates - General Partner ..........            118,426              37,203
     Security deposits and deferred rental
       revenue ........................................             (1,635)             (1,391)
                                                               -----------         -----------
       Total adjustments ..............................          1,772,606          (2,224,345)
                                                               -----------         -----------

Net cash provided by operating activities .............        $ 2,418,550         $ 1,765,877
                                                               ===========         ===========
</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, 1999

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,
1999 are not  necessarily  indicative of the results to be expected for the year
ending December 31, 1999.

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,  1998,  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 McNeil Real Estate  Management,  Inc.,
Investor Services, 13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240.

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. 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. The maximum
MID percentage decreases to .75% in 2000, .50% in 2001 and .25% thereafter.



<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,  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 October 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 was
secured by The Village  Apartments and required monthly  interest-only  payments
equal to the prime  lending rate of Bank of America  plus 1% with the  principal
balance due November 25, 1999. This mortgage note was paid off on April 27, 1998
(See Note 6).

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

<TABLE>
<CAPTION>
                                                                   Six Months Ended
                                                                        June 30,
                                                               ------------------------
                                                                 1999            1998
                                                               --------        --------
<S>                                                            <C>             <C>
Property management fees - affiliates .................        $370,417        $376,829
Interest - affiliates .................................              --          99,964
Charged to general and administrative affiliates:
   Partnership administration .........................         147,099         174,542
                                                               --------        --------
                                                               $517,516        $651,335
                                                               ========        ========

Charged to General Partner's deficit:
   MID ................................................        $450,179        $455,442
                                                               ========        ========
</TABLE>

NOTE 4.
-------

On November 5, 1998, a fire destroyed two units and damaged four units at Gentle
Gale Apartments. The Partnership received $45,270 in insurance reimbursements to
cover the cost of repairs.  Insurance  reimbursements  received in excess of the
basis of the property damage were recorded as a gain on involuntary  conversion.
The Partnership recorded a gain of $36,012.





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

On April 30,1998, the Partnership sold to an unaffiliated buyer, The Park, a 192
unit  apartment  complex  in  Joplin,  Missouri,  for a cash  purchase  price of
$4,900,000.  Net cash  proceeds to the  Partnership,  after  payoff of the first
mortgage note and various closing costs,  amounted to approximately  $2,161,000.
Cash  proceeds from this  transaction,  as well as the gain on sale are detailed
below.

<TABLE>
<CAPTION>
                                                     Gain on Sale       Cash Proceeds
                                                     ------------       -------------

<S>                                                  <C>                 <C>
Cash sales price ............................        $ 4,900,000         $ 4,900,000

Selling costs ...............................           (112,611)           (112,611)
Basis of real estate sold ...................         (1,337,454)
Basis of deferred borrowing costs
  written off ...............................           (130,798)
                                                     -----------


Gain on sale of real estate .................        $ 3,319,137
                                                     ===========

Proceeds from sale of real estate ...........                              4,787,389
Retirement of mortgage note payable..........                             (2,565,604)
                                                                         -----------

Net cash proceeds ...........................                            $ 2,221,785
                                                                         ===========
</TABLE>

NOTE 6.
-------

On April 27, 1998, the Partnership refinanced The Village mortgage note. The new
mortgage  note,  in the amount of $2,635,000  bears  interest at a variable rate
equal to  1.75%  plus the  London  Interbank  Offered  Rate per  annum.  The new
mortgage note requires monthly  interest-only  payments and quarterly  principal
payments in an amount  necessary to reduce the principal  balance of the note by
5% annually.  The maturity  date of the new mortgage  note is May 1, 2001.  Cash
proceeds from the refinancing transaction are as follows:

    New mortgage note proceeds...........................     $  2,635,000
    Amount required to payoff existing debt..............        2,588,971
                                                              ------------

    Cash proceeds from refinancing.......................     $     46,029
                                                              =============

The  Partnership  incurred  $60,438 of deferred  borrowing  costs related to the
refinancing of The Village mortgage note.



<PAGE>
NOTE 7.
-------

On June 24, 1999, the Partnership and 18 affiliated partnerships,  collectively,
(the  "Partnerships"),the  General Partner, McNeil Investors,  Inc., McNeil Real
Estate Management, Inc. ("McREMI"), McNeil Summerhill, Inc. and Robert A. McNeil
entered into a definitive  acquisition  agreement (the "Master  Agreement") with
WXI/McN Realty L.L.C.  ("Newco"),  an affiliate of Whitehall  Street Real Estate
Limited Partnership XI, a real estate investment fund managed by Goldman,  Sachs
& Co., whereby Newco and its  subsidiaries  will acquire the  Partnerships.  The
Master Agreement provides that the Partnerships will be merged with subsidiaries
of Newco.  The Master  Agreement also provides for the  acquisition by Newco and
its  subsidiaries of the assets of McREMI.  The aggregate  consideration  in the
transaction,  including the assumption or prepayment of all outstanding mortgage
debt of the Partnerships, is approximately $644,440,000.

Pursuant  to the terms of the Master  Agreement,  the  limited  partners  in the
Partnership  will  receive  cash on the  closing  date of the  transaction  (the
"Closing  Date")  in  exchange  for  their  limited  partnership  interests.  In
addition,  the  Partnership  will declare a special  distribution to its limited
partners  on the Closing  Date equal to its then  positive  net working  capital
balance, if any. The estimated  aggregate  consideration and net working capital
distribution  to be  received  per unit of limited  partnership  interest in the
Partnership is currently estimated as $221.

On the Closing Date,  the General  Partner of the  Partnership,  will receive an
equity  interest  in  Newco in  exchange  for its  contribution  to Newco of the
general  partnership  interests  in the  Partnerships,  the limited  partnership
interests in Fairfax Associates II L.P. and McNeil Summerhill Associates and the
assets of McREMI.

The  Partnership's  participation  in the transaction is subject to, among other
conditions,  the  approval  by  a  majority  of  the  limited  partners  of  the
Partnership.

In some circumstances,  as defined in the Master Agreement, the Partnerships may
be subject to a break-up fee, up to an aggregate maximum of $18,000,000,  if the
Master Agreement is terminated with respect to one or more of the  Partnerships.
In the case of termination of the Master Agreement in these circumstances,  each
of the  Partnerships  with  respect  to  which  the  Master  Agreement  has been
terminated  will be severally,  but not jointly,  liable for payment to Newco of
its  respective  break-up  fee.  The  break-up  fee ratably  calculated  for the
Partnership is $2,128,896.

All previous costs associated with this transaction had been allocated among the
Partnerships  and McREMI based on the relative  number of  properties  contained
therein.  On June 24, 1999,  a fairness  opinion (the  "Fairness  Opinion")  was
rendered by Robert A. Stanger & Co., Inc., an independent  financial advisor, to
the  effect  that  the  aggregate  consideration  to be  paid  for  the  general
partnership   interests  and  limited  partnership   interests  in  all  of  the
Partnerships  and the assets of McREMI is fair from a financial point of view to
the holders of each class of limited  partnership.  Based on the relative values
as set forth in the Fairness Opinion,  the Partnership recorded an adjustment to
general  and  administrative  expenses  and accrued  expenses  during the second
quarter  of 1999 in the  amount of  $165,755  to  reflect  the  reallocation  of
previously paid transaction costs among the Partnerships and McREMI.



<PAGE>
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, 1999, the Partnership owned seven apartment  properties,  which are all
subject to mortgage notes.

RECENT DEVELOPMENTS
-------------------

On June 24, 1999, McNeil Partners, L.P. (the General Partner of the Partnership)
and WXI/McN Realty L.L.C.,  an affiliate of Whitehall Street Real Estate Limited
Partnership XI ("Whitehall"),  a real estate investment fund managed by Goldman,
Sachs & Co.,  announced  that they have entered  into a  definitive  acquisition
agreement  whereby the Whitehall  affiliate will acquire by merger nineteen real
estate  limited  partnerships  operated by McNeil  Partners,  L.P. and Robert A.
McNeil.  The limited  partnerships  involved are the Partnership and McNeil Real
Estate Funds IX, X, XII,  XIV, XV, XX, XXI,  XXII,  XXIII,  XXIV,  XXV, XXVI and
XXVII,  Hearth Hollow  Associates,  McNeil Midwest  Properties I, L.P.,  Regency
North Associates,  Fairfax Associates and McNeil Summerhill  (collectively,  the
"Partnerships").  The  Partnerships  (other than Fairfax  Associates  and McNeil
Summerhill  which are wholly-owned by Robert A. McNeil and related parties) will
be merged with  subsidiaries of WXI/McN Realty L.L.C. The acquisition  agreement
also provides for the  acquisition  by WXI/McN  Realty  L.L.C.  of the assets of
McNeil Real Estate Management,  Inc. ("McREMI").  The aggregate consideration in
the transaction, including all outstanding mortgage debt of the Partnerships, is
approximately $644,440,000.

Pursuant to the terms of the acquisition agreement, the limited partners in each
of the  Partnerships  (other than those  wholly-owned  by Robert A. McNeil) will
receive  cash on the  closing  date of the  transaction  in  exchange  for their
limited partnership interests. In addition, each Partnership will make a special
distribution  to its limited  partners on the  closing  date of the  transaction
equal to its then net positive  working capital balance.  McNeil Partners,  L.P.
will receive an equity  interest in WXI/McN  Realty  L.L.C.  in exchange for its
contribution  of its general  partnership  interests  in the  Partnerships,  the
limited partnership interests in its wholly-owned Partnerships and the assets of
McREMI.

The proposed  transaction  follows an extensive  marketing effort by PaineWebber
Incorporated, exclusive financial advisor to the Partnerships.

The  transaction  has been  unanimously  approved by the Board of  Directors  of
McNeil  Investors,  Inc.,  the general  partner of McNeil  Partners,  L.P.,  the
general partner of each of the Partnerships other than Regency North Associates,
Fairfax  Associates and McNeil  Summerhill.  The respective  general partners of
Regency North  Associates,  Fairfax  Associates and McNeil  Summerhill also have
approved the  transaction.  The Board of Directors of McNeil Investors based its
approval upon, among other things,  the recommendation of a Special Committee of
the Board,  appointed at the  beginning  of the  discussions  with  Whitehall to
represent the interests of holders of limited  partnership  interests in each of


<PAGE>
the Partnerships.  In addition,  the Special Committee and the Board relied upon
fairness  opinions given by Robert A. Stanger & Co., Inc.  ("Stanger & Co."), an
independent  financial  advisor  to the  Partnerships,  to the  effect  that the
aggregate  consideration  is  fair  to the  holders  of each  class  of  limited
partnership  interests  in each of the  Partnerships.  The  Special  Committee's
recommendation  was also  based upon the  separate  opinions  of Eastdil  Realty
Company ("Eastdil"), the independent financial advisor to the Special Committee.
Stanger & Co. and Eastdil have each also  rendered an opinion that the aggregate
consideration  to be paid for the  general  partnership  interests  and  limited
partnership  interests  in all of the  Partnerships  and the assets of McREMI is
fair from a  financial  point of view to the  holders  of each  class of limited
partnership interests in each of the Partnerships.

Each of the Partnerships'  participation in the transaction is subject to, among
other  conditions,  the  approval by a majority  of the limited  partners of the
respective   Partnerships.   The  approval  of  the  limited   partners  of  the
Partnerships  will be sought at meetings to be held in the coming  months  after
the filing of proxy statements with the Securities and Exchange  Commission with
respect to the publicly traded Partnerships, and the subsequent mailing of proxy
statements to the limited partners. Preliminary proxy statements were filed with
the SEC on August 3, 1999.

The aggregate  consideration in the transaction has been allocated preliminarily
among the general partnership interests and the limited partnership interests in
each of the Partnerships and McREMI,  based upon an allocation analysis prepared
by Stanger & Co. and confirmed by Eastdil.  Based upon this allocation  analysis
and the fairness  opinions  rendered by Stanger & Co. and  Eastdil,  the Special
Committee,  the Board of Directors of McNeil  Investors,  Inc.,  the  respective
general  partners of Regency North  Associates,  Fairfax  Associates  and McNeil
Summerhill  have each  unanimously  approved  the  allocation  of the  aggregate
consideration.   The  estimated  aggregate  consideration  and  working  capital
distribution  to be  received  per unit of limited  partnership  interest of the
Partnership is currently estimated as $221.

McNeil Partners,  L.P. will contribute its real estate investment and management
company  business to a  subsidiary  of WXI/McN  Realty,  L.L.C.,  along with its
general  partnership  interests in the Partnerships and its limited  partnership
interests in the wholly-owned Partnerships, having an aggregate allocated value,
as  determined  by  Stanger  &  Co.,  of  approximately  $58,640,000,  of  which
approximately  $29,400,000  reflects  balances due to McNeil Partners,  L.P. and
McREMI as reflected on the  Partnerships'  financial  statements as of March 31,
1999.

The above estimates of the Partnership per unit estimated  merger  consideration
and working capital  distribution and the interest of McNeil Partners,  L.P. are
based upon, among other things, the balance sheet of the Partnership as of March
31, 1999,  adjusted for intangible  assets,  non-cash  liabilities,  transaction
expenses  and the McNeil  Partners,  L.P.  interest in the  Partnership.  Actual
amounts,  including the estimate  allocable to McNeil Partners,  L.P., will vary
with the performance of the Partnership and McNeil  Partners,  L.P.  through the
closing date.  The above  estimated  merger  consideration  and special  working
capital  distribution  will be adjusted  at closing to reflect the then  working
capital position of the Partnership.

Whitehall is a $2.26 billion equity fund and is the seventh in a series of funds
sponsored and capitalized by Goldman, Sachs & Co. and its affiliates, along with
public and private investors, to acquire real estate worldwide.


<PAGE>
RESULTS OF OPERATIONS
---------------------

Revenue:

Total Partnership revenues decreased $3,280,164 or 47% and $3,404,011 or 31% for
the three and six months ended June 30, 1999 as compared to the same period last
year.  Excluding  the effects of the sale of The Park  Apartments in April 1998,
Partnership revenue increased $74,057 or 2% and $153,985 or 1% for the three and
six  months  ended  June 30,  1999 as  compared  to the same  period  last year.
Interest  income  decreased  $45,273  for the six months  ended June 30, 1999 as
compared  to the same period last year.  During the first  quarter of 1999,  the
Partnership  recognized a gain on involuntary  conversion of $36,012  related to
the fire at Gentle  Gale.  No such gain was  recognized  in 1998.  In 1998,  the
Partnership  recognized a gain on the sale of real estate of $3,319,137  for the
sale of The Park Apartments. No such gain was recognized in 1999.

Expenses:

Total  expenses  decreased  $59,733  for the six months  ended June 30, 1999 and
increased  $271,435  for the three months ended June 30, 1999 as compared to the
same  period  last  year.  Excluding  the  effects  of the  sale  of  The  Park,
Partnership  expenses  decreased  $369,532  and  $197,857  for the three and six
months ended June 30, 1999.

Interest - affiliate  mortgage expense  decreased by $39,318 and $99,964 for the
three  and  six  months  ended  June  30,  1999.  This  decrease  is  due to the
refinancing  of the mortgage loan at The Village in April 1998,  which  replaced
affiliate debt with a third party mortgage note payable.

Repair and maintenance  expenses  (excluding The Park) increased  $88,500 or 18%
and $117,892 or 13% for the three and six months of 1999 as compared to the same
period last year.  The  increase is due mostly to increased  floor  covering and
appliance  replacements at Gentle Gale  Apartments,  Acacia Lakes Apartments and
Villa Del Rio Apartments.

General and administrative expense increased $321,908 and $270,626 for the three
and six months ended June 30, 1999 as compared to the same period last year. The
increase is mainly due to increased  costs incurred to explore  alternatives  to
maximize the value of the  Partnership  (see Recent  Developments)  and due to a
$165,755   reallocation   of  previously  paid   transaction   costs  among  the
Partnerships and McREMI in the second quarter of 1999 (see Note 7).

All other remaining expenses, excluding The Park Apartments, remained comparable
to the same period last year.

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

The Partnership  generated  $2,418,550 through operating  activities for the six
month period ended June 30, 1999 as compared to  $1,765,877  for the same period
in 1998.  This  increase is primarily  due to an increase in cash  received from
tenants and  decreases in cash paid to  affiliates,  interest  paid and property
taxes paid.

During the first six months of 1999, the Partnership  paid $347,749 in principal
payments on the mortgage notes and made distributions of $500,214 to the limited
partners.  In 1999,  the  Partnership  also paid  $73,155 in MID to the  General
Partner.
<PAGE>
Short-term liquidity:

At June 30, 1999, the Partnership  held cash and cash equivalents of $3,401,118.
The General Partner considers this level of cash reserves to be adequate to meet
the Partnership's operating needs. The General Partner believes that anticipated
operating results for 1999 will be sufficient to fund the Partnership's budgeted
$1.03 million in capital  improvements for 1999 and to repay the current portion
of the Partnership's mortgage notes.

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. See "Recent Developments" above.

The Partnership  placed Rock Creek  Apartments on the market for sale on October
1, 1996.

Income/Loss 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,
1999 and 1998, net income of $32,297 and $199,511,  respectively,  was allocated
to the General Partner.  The limited partners received net income allocations of
$613,647  and  $3,790,711  for the six  months  ended  June 30,  1999 and  1998,
respectively.

The  Partnership  distributed  $500,214  to the  limited  partners  in  1999.  A
distribution of $450,179 for the MID has been accrued by the Partnership for the
six month period ended June 30, 1999 for the General Partner.

Forward-Looking Information:

Within this document,  certain  statements are made as to the expected occupancy
trends,  financial  condition,  results  of  operations,  and cash  flows of the
Partnership  for  periods  after  June 30,  1999.  All of these  statements  are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private  Securities  Litigation  Reform Act of 1995.  These  statements  are not
historical  and  involve  risks  and  uncertainties.  The  Partnership's  actual
occupancy trends, financial condition, results of operations, and cash flows for
future  periods may differ  materially  due to several  factors.  These  factors
include,  but are not limited to, the  Partnership's  ability to control  costs,
make necessary  capital  improvements,  negotiate  sales or  refinancings of its
properties, and respond to changing economic and competitive factors.









<PAGE>
YEAR 2000 DISCLOSURE
--------------------

State of readiness
------------------

The year 2000 problem is the result of computer programs being written using two
digits rather than four to define the  applicable  year.  Any programs that have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than  the  year  2000.   This  could   result  in  major   systems   failure  or
miscalculations.

Management has assessed its  information  technology  ("IT")  infrastructure  to
identify  any systems  that could be affected by the year 2000  problem.  The IT
used by the  Partnership  for  financial  reporting and  significant  accounting
functions was made year 2000 compliant  during recent systems  conversions.  The
software  utilized for these  functions  is licensed by third party  vendors who
have warranted that their systems are year 2000 compliant.

Management  is  in  the  process  of  evaluating  the  mechanical  and  embedded
technological systems at the various properties.  Management has inventoried all
such systems and queried suppliers,  vendors and manufacturers to determine year
2000  compliance.  Based on this review,  management  believes these systems are
substantially compliant. In circumstances of non-compliance management will work
with the vendor to remedy the problem or seek alternative  suppliers who will be
in compliance.  Management believes that the remediation of any outstanding year
2000  conversion  issues  will not have a  material  or  adverse  effect  on the
Partnership's operations.  However, no estimates can be made as to the potential
adverse impact  resulting from the failure of third party service  providers and
vendors to be year 2000 compliant.

Cost
----

The cost of IT and  embedded  technology  systems  testing  and  upgrades is not
expected to be material to the Partnership. Because all the IT systems have been
upgraded  over the last three years,  all such systems were  compliant,  or made
compliant at no additional cost by third party vendors.  Management  anticipates
the costs of assessing,  testing, and if necessary replacing embedded technology
components will be less than $50,000.  Such costs will be funded from operations
of the Partnership.

Risks
-----

Ultimately,  the potential impact of the year 2000 issue will depend not only on
the corrective measures the Partnership undertakes, but also on the way in which
the year 2000 issue is  addressed  by  government  agencies  and  entities  that
provide services or supplies to the  Partnership.  Management has not determined
the most likely worst case scenario to the  Partnership.  As management  studies
the findings of its property  systems  assessment and testing,  management  will
develop  a better  understanding  of what  would  be the  worst  case  scenario.
Management  believes  that  progress  on all  areas is  proceeding  and that the
Partnership  will  experience  no  adverse  effect  as a result of the year 2000
issue. However, there is no assurance that this will be the case.




<PAGE>
Contingency plans
-----------------

Management  is  developing  contingency  plans to  address  potential  year 2000
non-compliance of IT and embedded technology  systems.  Management believes that
failure of any IT system could have an adverse  impact on  operations.  However,
management  believes  that  alternative  systems  are  available  that  could be
utilized to minimize  such impact.  Management  believes that any failure in the
embedded  technology  systems  could have an adverse  impact on that  property's
performance. Management has assessed these risks and expects to have contingency
plans in place by December 31, 1999 for any material potential failures.

                          PART II. - OTHER INFORMATION

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

1)   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 XXIII,  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.,  Hearth  Hollow
     Associates, McNeil Midwest Properties I, L.P. and Regency North Associates,
     L.P.,  - Superior  Court of the State of  California  for the County of Los
     Angeles, Case No. BC133799 (Class and Derivative Action Complaint).

     The action  involves  purported  class and  derivative  actions  brought by
     limited  partners  of each of the 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.  ("McREMI")  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.



<PAGE>
     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.  The Court  granted  Defendants'
     demurrer,  dismissing the consolidated and amended  complaint with leave to
     amend. On October 31, 1997, the Plaintiffs filed a second  consolidated and
     amended  complaint.  The case was stayed  pending  settlement  discussions.
     Because the settlement contemplated a transaction which included all of the
     Partnerships  and plaintiffs  claimed that an effort should be made to sell
     all of the  Partnerships,  in or around September 1998,  plaintiffs filed a
     third  consolidated and amended  complaint which included  allegations with
     respect to the  Partnerships  which had not been named in previously  filed
     complaints.

     On September 15, 1998, the parties signed a Stipulation of Settlement.  For
     purposes of settlement,  the parties stipulated to a class comprised of all
     owners of  limited  partner  units in the  Partnerships  during  the period
     beginning June 21, 1991, the earliest date that proxy materials began to be
     issued in connection with the  restructuring of the  Partnerships,  through
     September 15, 1998. As structured,  the Stipulation of Settlement  provided
     for the payment of over $35 million in distributions  and the commitment to
     market the Partnerships for sale, together with McREMI,  through a fair and
     impartial bidding process overseen by a national  investment  banking firm.
     To ensure the integrity of that  process,  defendants  agreed,  among other
     things, to involve  plaintiffs'  counsel in oversight of that process,  and
     plaintiffs'  counsel  retained  an  independent  advisor to  represent  the
     interests  of  limited  partners  of the  Partnerships  in the  event  of a
     transaction. The transaction described in Item 2 - Recent Developments is a
     result  of  that  process.  The  settlement  was  not  conditioned  on  the
     consummation of this transaction.

     On October 6, 1998, the court gave preliminary  approval to the settlement.
     It granted final  approval to the  settlement on July 8, 1999 and entered a
     Final Order and Judgment dismissing the consolidated action with prejudice.
     As a condition  of final  approval,  the court  requested,  and the parties
     agreed  to, a slight  modification  of the  release in the  Stipulation  of
     Settlement  with respect to future claims.  Plaintiffs'  counsel intends to
     seek an order awarding  attorneys' fees and reimbursing their out-of-pocket
     expenses in an amount which is as yet undetermined. Fees and expenses shall
     be  allocated  amongst the  Partnerships  on a pro rata  basis,  based upon
     tangible  asset  value of each such  partnership,  less total  liabilities,
     calculated in accordance  with the Amended  Partnership  Agreements for the
     quarter most recently ended.

2)   High River Limited Partnership, Unicorn Associates Corporation and Longacre
     Corporation,  et al. v. McNeil Partners,  L.P. ("MPLP"),  McNeil Investors,
     Inc., McNeil Real Estate Management,  Inc. (McREMI"),  Robert A. McNeil and
     Carole J. McNeil,  - Supreme Court of the State of New York,  County of New
     York, - Index No. 99 603526.

     On July 23,  1999,  High  River and two other  affiliates  of Carl C. Icahn
     (Unicorn  Associates  Corporation  and  Longacre   Corporation),   filed  a
     complaint for damages in the Supreme Court of the State of New York, County
     of New York.  Plaintiffs allege that the defendants  improperly  interfered
     with  tender  offers made by High River for  limited  partner  units in the
     Partnership  and other  affiliated  partnerships  in which  MPLP  serves as
     General Partner (the "McNeil Partnerships"), by, among other things, filing
     purportedly  frivolous  litigation  to delay High River's  offers,  issuing


<PAGE>
     purportedly  false  and  misleading  statements  opposing  the  offers  and
     purportedly  forcing  High River itself to file  litigation  to enforce its
     rights. High River also alleges that as a result the defendants caused High
     River to incur undue expense and that the defendants  ultimately  prevented
     High River  from  acquiring  a greater  number of  limited  partner  units.
     Plaintiffs also allege that the defendants  improperly  excluded High River
     from  participating  in the  auction  process  for the  sale of the  McNeil
     Partnerships,  and otherwise took steps to prevent its participation in the
     auction.  In  addition,  plaintiffs,  who are limited  partners  in,  among
     others,  McNeil  Funds IX, X, XI, XII,  XIV, XV, XX,  XXIV,  XXV,  XXVI and
     XXVII, have also sued the defendants based on their status as opt-outs from
     the  Schofield  settlement.  Plaintiffs  seek  undisclosed  damages  and an
     accounting.

     On July 30, 1999,  defendants  filed an answer to the High River Complaint,
     denying  each and every  material  allegation  contained  in the High River
     Complaint and asserting several affirmative defenses.


<PAGE>


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
                                    income (loss) per limited  partnership unit:
                                    Net income  (loss) per  limited  partnership
                                    unit is  computed  by  dividing  net  income
                                    (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 1999 and
                                    1998.

         27.                        Financial  Data  Schedule  for  the  quarter
                                    ended June 30, 1999.

(b)       Reports on Form 8-K. A Report  on  Form  8-K  dated June 24,  1999 was
          filed on June 29, 1999  regarding  the transaction detailed in Note 7.

<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., and General Partner

                                    By: McNeil Investors, Inc., General Partner






August 16, 1999                     By: /s/  Ron K. Taylor
---------------                        -----------------------------------------
Date                                    Ron K. Taylor
                                        President and Director of McNeil
                                         Investors, Inc.
                                        (Principal Financial Officer)




August 16, 1999                     By: /s/  Brandon K. Flaming
---------------                        -----------------------------------------
Date                                    Brandon K. Flaming
                                        Vice President of McNeil Investors, Inc.
                                        (Principal Accounting Officer)