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              March 31, 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
------- --------------------

<TABLE>
<CAPTION>
                                 BALANCE SHEETS
                                                                          March 31,          December 31,
                                                                            1997                 1996
                                                                       ---------------     ----------------
ASSETS
------

Real estate investments:
<S>                                                                    <C>                  <C>            
   Land.....................................................           $     4,572,654      $     4,572,654
   Buildings and improvements...............................                50,871,645           50,600,784
                                                                        --------------       --------------
                                                                            55,444,299           55,173,438
   Less:  Accumulated depreciation..........................               (32,704,249)         (32,181,184)
                                                                        --------------       --------------
                                                                            22,740,050           22,992,254

Asset held for sale.........................................                 4,207,897            4,203,597

Cash and cash equivalents...................................                 1,995,020            2,351,879
Cash segregated for security deposits.......................                   296,999              403,949
Accounts receivable.........................................                   228,134              204,542
Prepaid expenses and other assets...........................                   169,320              256,151
Escrow deposits.............................................                   810,806              662,003
Deferred borrowing costs (net of accumulated
   amortization of $556,187 and $515,702 at
   March 31, 1997 and December 31, 1996,
   respectively)............................................                 1,477,291            1,517,778
                                                                        --------------       --------------
                                                                       $    31,925,517      $    32,592,153
                                                                        ==============       ==============

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

Mortgage notes payable, net.................................           $    36,555,470      $    36,666,074
Mortgage note payable - affiliate...........................                 2,588,971            2,588,971
Accounts payable............................................                     1,815               52,886
Accrued interest............................................                   274,602              272,189
Accrued interest - affiliate................................                    20,339               23,239
Accrued expenses............................................                   516,904              455,857
Deferred gain - storm damage................................                   174,656              174,656
Payable to affiliates - General Partner.....................                 1,888,265            2,558,338
Security deposits and deferred rental revenue...............                   453,547              433,407
                                                                        --------------       --------------
                                                                            42,474,569           43,225,617
                                                                        --------------       --------------

Partners' deficit:
   Limited partners - 159,813 limited partnership units
     authorized and outstanding at March 31, 1997
     and December 31, 1996..................................                (4,754,316)          (4,179,456)
   General Partner..........................................                (5,794,736)          (6,454,008)
                                                                        --------------       --------------
                                                                           (10,549,052)         (10,633,464)
                                                                        --------------       --------------
                                                                       $    31,925,517      $    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
                                                                                       March 31,
                                                                           --------------------------------
                                                                                1997                1996
                                                                           --------------     -------------
Revenue:
<S>                                                                        <C>                <C>          
   Rental revenue...................................                       $    3,750,149     $   3,668,760
   Interest.........................................                               25,894            26,962
                                                                            -------------      ------------
     Total revenue..................................                            3,776,043         3,695,722
                                                                            -------------      ------------

Expenses:
   Interest.........................................                              887,215           961,166
   Interest - affiliate mortgage....................                               59,431                 -
   Depreciation.....................................                              523,065           655,713
   Property taxes...................................                              217,794           224,661
   Personnel expenses...............................                              496,334           486,012
   Utilities........................................                              276,681           269,935
   Repair and maintenance...........................                              504,104           432,483
   Property management fees - affiliates............                              186,323           182,174
   Other property operating expenses................                              203,098           191,612
   General and administrative.......................                               56,682            50,217
   General and administrative - affiliates..........                               65,879            97,326
                                                                            -------------      ------------
     Total expenses.................................                            3,476,606         3,551,299
                                                                            -------------      ------------

Net income..........................................                       $      299,437     $     144,423
                                                                            =============      ============

Net income (loss) allocable to limited partners.....                       $     (574,860)    $     137,202
Net income allocable to General Partner.............                              874,297             7,221
                                                                            -------------      ------------
Net income..........................................                       $      299,437     $     144,423
                                                                            =============      ============

Net income (loss) per limited partnership unit......                       $        (3.60)    $         .86
                                                                            =============      ============
</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 Three Months Ended March 31, 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................................                7,221                 137,202               144,423

Management Incentive Distribution.........             (205,592)                      -              (205,592)
                                                  -------------           -------------         -------------

Balance at March 31, 1996.................       $   (6,538,257)        $    (4,846,290)       $  (11,384,547)
                                                  =============          ==============         =============


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

Net income (loss).........................              874,297                (574,860)              299,437

Management Incentive Distribution.........             (215,025)                      -              (215,025)
                                                  -------------           -------------         -------------

Balance at March 31, 1997.................       $   (5,794,736)        $    (4,754,316)       $  (10,549,052)
                                                  =============          ==============         =============
</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>
                                                                             Three Months Ended
                                                                                   March 31,
                                                                -------------------------------------------
                                                                        1997                      1996
                                                                -------------------        ----------------
Cash flows from operating activities:
<S>                                                             <C>                        <C>            
   Cash received from tenants........................           $        3,852,396         $     3,664,498
   Cash paid to suppliers............................                   (1,567,827)             (1,542,028)
   Cash paid to affiliates...........................                     (236,850)               (231,469)
   Interest received.................................                       25,894                  26,962
   Interest paid.....................................                     (838,432)               (918,084)
   Interest paid - affiliates........................                      (62,331)                      -
   Property taxes paid...............................                     (237,611)               (303,119)
                                                                 -----------------          --------------
Net cash provided by operating activities............                      935,239                 696,760
                                                                 -----------------          --------------

Net cash used in investing activities:
   Additions to real estate investments..............                     (275,161)               (305,452)
                                                                 -----------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable.........................................                     (116,487)               (119,785)
   Management Incentive Distribution.................                     (900,450)                      -
                                                                 -----------------          --------------
Net cash used in financing activities................                   (1,016,937)               (119,785)
                                                                 -----------------          --------------

Net increase (decrease) in cash and cash equivalents.                     (356,859)                271,523

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

Cash and cash equivalents at end of period...........           $        1,995,020         $     2,302,067
                                                                 =================          ==============
</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>
                                                                            Three Months Ended
                                                                                   March 31,
                                                                  ----------------------------------------
                                                                        1997                    1996
                                                                  ----------------        ----------------
<S>                                                               <C>                     <C>             
Net income...........................................             $        299,437        $        144,423
                                                                   ---------------         ---------------

Adjustments to reconcile net income to net cash
   provided  by  operating activities:
   Depreciation......................................                      523,065                 655,713
   Amortization of deferred borrowing costs..........                       40,487                  38,231
   Amortization of discounts on mortgage
     notes payable...................................                        5,883                   5,717
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                      106,950                  23,508
     Accounts receivable.............................                      (23,592)               (153,831)
     Prepaid expenses and other assets...............                       86,831                 125,248
     Escrow deposits.................................                     (148,803)               (228,271)
     Accounts payable................................                      (51,071)                 39,815
     Accrued interest................................                        2,413                    (866)
     Accrued interest-affiliates.....................                       (2,900)                      -
     Accrued expenses................................                       61,047                 (21,875)
     Payable to affiliates - General Partner.........                       15,352                  48,031
     Security deposits and deferred rental
       revenue.......................................                       20,140                  20,917
                                                                   ---------------          --------------
       Total adjustments.............................                      635,802                 552,337
                                                                   ---------------          --------------

Net cash provided by operating activities............             $        935,239         $       696,760
                                                                   ===============          ==============
</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)

                                 March 31, 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 three months ended March 31,
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.

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

                                                           Three Months Ended
                                                                March 31,
                                                         -----------------------
                                                            1997         1996
                                                         ----------   ----------

Property management fees - affiliates.............       $  186,323   $  182,174
Interest - affiliates.............................           59,431            -
Charged to general and administrative affiliates:
   Partnership administration.....................           65,879       97,326
                                                          ---------    ---------
                                                         $  311,633   $  279,500
                                                          =========    =========

Charged to General Partner's deficit:
   MID............................................       $  215,025   $  205,592
                                                          =========    =========

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.



<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.
The Partnership has determined to evaluate market and other economic  conditions
to  establish  the  optimum  time to  commence  an  orderly  liquidation  of the
Partnership's  assets in  accordance  with the terms of the Amended  Partnership
Agreement.  At March 31, 1997, the Partnership owned eight apartment properties,
which are all subject to mortgage notes.

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

Revenue:

Partnership  revenues  increased by $80,321 or 2% for the period ended March 31,
1997, as compared to the same period last year. Rental revenue increased $81,389
or 2% for the three months ended March 31, 1997.  Interest  income  decreased by
$1,068 or 4% for the period ended March 31, 1997.

Rental  revenue for the first three months of 1997 was $3,750,149 as compared to
$3,668,760  for the same  period in 1996.  The  increase  in rental  revenue  is
primarily  due to an increase in occupancy  rates at Knollwood and Villa Del Rio
along with increases in the rental rates at Acacia Lakes, Knollwood,  Sun Valley
and Villa Del Rio.

Expenses:

Total  Partnership  expenses  decreased  by $74,693 or 2% for the period  ending
March 31, 1997 as compared to the same period in 1996.  Decreases  in  interest,
depreciation,  and  general  and  administrative  -  affiliates  were  offset by
increases in repairs and maintenance.

Interest expense decreased by $73,951 or 8% for the three months ended March 31,
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 $59,431 or 100% 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 March 31, 1997, the interest rate was
8.25%.

Depreciation  decreased by $132,648 or 20% for three months ended March 31, 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.





<PAGE>

Repairs and  maintenance  expense  for the three  months  ended March 31,  1997,
increased by $71,621 or 17% 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 and trash removal at Acacia  Lakes,  Sun Valley and
The Village.

General and administrative  expenses increased $6,465 or 13% for the first three
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 the first
quarter of 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 $31,447 or 32% for
the first  three  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 $935,239 through operating  activities for the period
ending March 31, 1997 as compared to $696,760 for the same period in 1996.  This
increase is primarily due to an increase in cash from tenants and a reduction in
the amount of property taxes escrowed.

The Partnership  funded $275,161 in additions to real estate investments for the
three  months  ending  March  31,  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.

Financing  activities  included principal payments on mortgage notes of $116,487
and MID payments of $900,450.

Short-term liquidity:

At March 31, 1997, the Partnership held cash and cash equivalents of $1,995,020.
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.

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.


<PAGE>

The Partnership  determined to evaluate market and other economic  conditions to
establish  the  optimum  time  to  commence  an  orderly   liquidation   of  the
Partnership's  assets in  accordance  with the terms of the Amended  Partnership
Agreement.  Taking such conditions as well as other pertinent  information  into
account,  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.

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 three months ended March
31, 1997 and 1996,  $874,297  and $7,221,  respectively,  were  allocated to the
General  Partner.  The limited partners  received  allocations of $(574,860) and
$137,202 for the three months ended March 31, 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
$215,025  for the MID has been  accrued by the  Partnership  for the three month
period ending March 31, 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.
Plaintiffs  have until May 27, 1997 to file a second amended  complaint,  unless
otherwise agreed to by the parties.

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 March 31, 1997.

(b)      Reports  on Form  8-K.  There were no reports on Form 8-K  filed during
         the quarter ended March 31, 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






May 15, 1997                       By:  /s/  Ron K. Taylor
--------------                         -----------------------------------------
Date                                   Ron K. Taylor
                                       President and Director of McNeil
                                        Investors, Inc.
                                       (Principal Financial Officer)




May 15, 1997                       By:  /s/  Brandon K. Flaming
--------------                          ----------------------------------------
Date                                    Brandon K. Flaming
                                        Vice President of McNeil Investors, Inc.
                                        (Principal Accounting Officer)