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


                                    FORM 10-Q/A



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


      For the quarterly period ended            March 31, 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>

                                                                         March 31,           December 31,
                                                                           1999                  1998
                                                                       ------------         -------------
ASSETS
------

Real estate investments:
<S>                                                                    <C>                  <C>         
   Land .......................................................        $  4,407,325         $  4,407,325
   Buildings and improvements .................................          48,383,085           48,327,237
                                                                       ------------         ------------
                                                                         52,790,410           52,734,562
   Less:  Accumulated depreciation ............................         (33,578,927)         (33,063,795)
                                                                       ------------         ------------
                                                                         19,211,483           19,670,767

Asset held for sale ...........................................           4,806,811            4,765,942

Cash and cash equivalents .....................................           2,962,122            2,397,968
Cash segregated for security deposits .........................             440,554              459,382
Cash restricted for mortgage payments .........................             262,840              286,160
Accounts receivable ...........................................              47,339              149,681
Prepaid expenses and other assets .............................             232,779              233,791
Escrow deposits ...............................................             685,549              617,502
Deferred borrowing costs (net of accumulated
   amortization of $726,733 and $682,223 at
   March 31, 1999 and December 31, 1998,
   respectively) ..............................................           1,120,676            1,165,186
                                                                       ------------         ------------
                                                                       $ 29,770,153         $ 29,746,379
                                                                       ============         ============

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

Mortgage notes payable, net ...................................        $ 35,832,593         $ 36,064,590
Accrued interest ..............................................             212,582              240,794
Accrued expenses ..............................................             586,943              414,875
Payable to affiliates - General Partner .......................           3,157,846            2,950,388
Deferred gain - fire ..........................................                  --               25,037
Security deposits and deferred rental revenue .................             474,803              466,504
                                                                       ------------         ------------
                                                                         40,264,767           40,162,188
                                                                       ------------         ------------

Partners' deficit:
   Limited partners - 159,813 limited partnership unit
     authorized  and outstanding at March 31, 1999
     and December 31, 1998 ....................................          (3,489,199)          (3,598,672)
   General Partner ............................................          (7,005,415)          (6,817,137)
                                                                       ------------         ------------
                                                                        (10,494,614)         (10,415,809)
                                                                       ------------         ------------
                                                                       $ 29,770,153         $ 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
                                                                          March 31,
                                                              ----------------------------
                                                                  1999              1998
                                                              ----------        ----------
Revenue:
<S>                                                           <C>               <C>       
   Rental revenue ....................................        $3,763,677        $3,890,225
   Interest ..........................................            16,454            49,765
   Gain on involuntary conversion ....................            36,012                --
                                                              ----------        ----------
     Total revenue ...................................         3,816,143         3,939,990
                                                              ----------        ----------

Expenses:
   Interest ..........................................           751,505           871,705
   Interest - affiliate mortgage .....................                --            60,646
   Depreciation ......................................           515,132           509,395
   Property taxes ....................................           221,373           231,183
   Personnel expenses ................................           434,547           489,422
   Utilities .........................................           261,778           269,591
   Repair and maintenance ............................           438,324           425,711
   Property management fees - affiliates .............           186,141           193,453
   Other property operating expenses .................           182,046           212,359
   General and administrative ........................            94,730           146,012
   General and administrative - affiliates ...........            73,482            80,749
                                                              ----------        ----------
     Total expenses ..................................         3,159,058         3,490,226
                                                              ----------        ----------

Net income ...........................................        $  657,085        $  449,764
                                                              ==========        ==========

Net income allocable to limited partners .............        $  609,687        $  427,276
Net income allocable to General Partner ..............            47,398            22,488
                                                              ----------        ----------
Net income ...........................................        $  657,085        $  449,764
                                                              ==========        ==========

Net income per limited partnership unit ..............        $     3.82        $     2.67
                                                              ==========        ==========

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 Three Months Ended March 31, 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 .....................................                22,488             427,276              449,764

Management Incentive Distribution ..............              (239,111)                 --             (239,111)

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

Balance at March 31, 1998 ......................        $   (6,408,247)       $ (5,175,012)        $(11,583,259)
                                                        ==============        ============         ============


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

Net income .....................................                47,398             609,687              657,085

Management Incentive Distribution ..............              (235,676)                 --             (235,676)

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

Balance at March 31, 1999 ......................        $   (7,005,415)       $ (3,489,199)        $(10,494,614)
                                                        ==============        ============         ============
</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,
                                                                     1999                1998
                                                                 ------------        ------------
Cash flows from operating activities:
<S>                                                              <C>                 <C>        
   Cash received from tenants ...........................        $ 3,856,531         $ 3,913,739
   Cash paid to suppliers ...............................         (1,362,432)         (1,590,983)
   Cash paid to affiliates ..............................           (214,686)           (191,881)
   Interest received ....................................             16,454              49,765
   Interest paid ........................................           (728,554)           (829,995)
   Interest paid - affiliates ...........................                 --             (60,646)
   Property taxes paid ..................................           (163,013)           (288,204)
                                                                 -----------         -----------
Net cash provided by operating activities ...............          1,404,300           1,001,795
                                                                 -----------         -----------

Cash flow from investing activities:
   Additions to real estate investments and
     assets held for sale ...............................            (96,717)           (179,837)
   Insurance proceeds from fire .........................             45,270                  --
                                                                 -----------         -----------
Net cash used in investing activities ...................            (51,447)           (179,837)
                                                                 -----------         -----------

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable ............................................           (238,650)           (127,312)
   Cash restricted for mortgage payments ................             23,320                  --
   Management Incentive Distribution ....................            (73,155)                 --
   Distributions to limited partners ....................           (500,214)         (2,000,014)
                                                                 -----------         -----------
Net cash used in financing activities ...................           (788,699)         (2,127,326)
                                                                 -----------         -----------

Net increase (decrease) in cash and cash
   equivalents ..........................................            564,154          (1,305,368)

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

Cash and cash equivalents at end of period ..............        $ 2,962,122         $ 1,740,417
                                                                 ===========         ===========
</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,
                                                                -------------------------------
                                                                    1999                1998
                                                                -----------         -----------
<S>                                                             <C>                 <C>        
Net income .............................................        $   657,085         $   449,764
                                                                -----------         -----------

Adjustments to reconcile net income to net cash
   provided  by  operating activities:
   Depreciation ........................................            515,132             509,395
   Amortization of deferred borrowing costs ............             44,510              36,877
   Amortization of discounts on mortgage
     notes payable .....................................              6,653               5,785
   Gain on involuntary conversion ......................            (36,012)                 --
   Changes in assets and liabilities:
     Cash segregated for security deposits .............             18,828             (26,448)
     Accounts receivable ...............................             68,047              21,013
     Prepaid expenses and other assets .................              1,012              76,645
     Escrow deposits ...................................            (68,047)           (306,914)
     Accrued interest ..................................            (28,212)               (952)
     Accrued expenses ..................................            172,068             131,095
     Payable to affiliates - General Partner ...........             44,937              82,321
     Security deposits and deferred rental
       revenue .........................................              8,299              23,214
                                                                -----------         -----------
       Total adjustments ...............................            747,215             552,031
                                                                -----------         -----------

Net cash provided by operating activities ..............        $ 1,404,300         $ 1,001,795
                                                                ===========         ===========

</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, 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 three months ended March 31,
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 November 1996, the  Partnership  obtained a loan from McNeil Real Estate Fund
XXVII, L.P., an affiliate of the General Partner,  for $2,588,971.  The note 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.

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

<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                        March 31,
                                                                  1999            1998
                                                                --------        --------
<S>                                                             <C>             <C>     
Property management fees - affiliates ..................        $186,141        $193,453
Interest - affiliates ..................................              --          60,646
Charged to general and administrative affiliates:
   Partnership administration ..........................          73,482          80,749
                                                                --------        --------
                                                                $259,623        $334,848
                                                                ========        ========

Charged to General Partner's deficit:
   MID .................................................        $235,676        $239,111
                                                                ========        ========
</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>
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
March 31, 1999, the Partnership owned seven apartment properties,  which are all
subject to mortgage notes.

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

Revenue:

Total Partnership  revenues  decreased $123,847 or 3% for the three months ended
March 31, 1999 as compared to the same period last year.  Excluding  the effects
of the sale of The Park in April 1998,  Partnership revenue increased $79,928 or
2% for the three months ended March 31, 1999 as compared to the same period last
year.
Interest income decreased $30,335 for the three months ended
March 31,  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.

Expenses:

Total  expenses  decreased  $331,168 or 10% for the three months ended March 31,
1999 as compared to the same period last year. Excluding the effects of the sale
of The Park,  Partnership expenses decreased $171,675 or 5% for the three months
ended March 31, 1999.

Interest-  affiliate  mortgage expense decreased by $60,046 for the three months
ended March 31, 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.  When  combined  with  interest  expense paid to
unaffiliated  lenders,  the Partnership's total interest expense,  excluding The
Park, decreased $12,595 for the first quarter of 1999.

General and administrative expenses decreased $51,282 or 35% for the first three
months of 1999 as compared to the same period last year.  The decrease is mostly
due to costs incurred in 1998 to explore  alternatives  to maximize the value of
the Partnership (see Liquidity and Capital Resources).

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

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

The Partnership  generated $1,404,300 through operating activities for the three
month period ended March 31, 1999 as compared to $1,001,795  for the same period
in 1998.  This increase is primarily due to decreases in cash paid to suppliers,
interest paid and property taxes paid.


<PAGE>
The Partnership  expended  $96,717 and $179,837 for capital  improvements to its
properties  in the  first  three  months  of 1999 and  1998,  respectively.  The
Partnership also received  insurance proceeds of $45,270 for fire at Gentle Gale
in during the first quarter of 1999.

During  the first  three  months  of 1999,  the  Partnership  paid  $238,650  in
principal  payments on the mortgage notes and made  distributions of $500,214 to
the limited  partners.  During the first quarter of 1999, the  Partnership  also
paid $73,155 in MID to the General Partner.

The Partnership  used its cash flow from operations as well as its cash reserves
to distribute $500,214 to the limited partners during the first quarter of 1999.
The distribution amounted to $3.13 per limited partnership unit.

Short-term liquidity:

At March 31, 1999, the Partnership held cash and cash equivalents of $2,962,122.
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.

As previously announced, the Partnership has retained PaineWebber,  Incorporated
as its exclusive financial advisor to explore alternatives to maximize the value
of the  Partnership,  including,  without  limitation,  a  transaction  in which
limited partnership interests in the Partnership are converted into cash. During
the last full week of March,  the Partnership  entered into a 45 day exclusivity
agreement  with a  well-financed  bidder with whom it had commenced  discussions
with respect to a sale  transaction.  The  Partnership  and such party have made
significant  progress in negotiating the terms of a proposed transaction and are
continuing to have intensive discussions with respect to a transaction. In light
on these continuing  negotiations,  the exclusivity  agreement has been extended
for an  additional  21 days until June 4, 1999.  It is possible that the General
Partner  and its  affiliates  will  receive  non-cash  consideration  for  their
ownership  interests in connection  with any such  transaction.  There can be no
assurance  regarding  whether any such  agreement  will be reached nor the terms
thereof.

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






<PAGE>
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 three months ended March
31,  1999 and 1998,  net  income  of  $47,398  and  $22,488,  respectively,  was
allocated  to the General  Partner.  The limited  partners  received  net income
allocations  of $609,687  and $427,276 for the three months ended March 31, 1999
and 1998, respectively.

The  Partnership  distributed  $500,214  to the  limited  partners  in  1999.  A
distribution of $235,676 for the MID has been accrued by the Partnership for the
three month period ended March 31, 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 March 31,  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.

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.

<PAGE>
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.

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  will assess these risks and develop  plans to mitigate
possible failures by July 1999.


<PAGE>
                          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 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. 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.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint. The case was stayed pending settlement discussions.  A Stipulation of
Settlement dated September 15, 1998 has been signed by the parties.  Preliminary
Court  approval was received on October 6, 1998. A hearing for Final Approval of
Settlement,  initially  scheduled for December 17, 1998,  has been  continued to
July 2, 1999.

Because McNeil Real Estate Fund XXIII,  L.P., Hearth Hollow  Associates,  McNeil
Midwest  Properties I, L.P. and Regency North Associates,  L.P. would be part of
the  transaction  contemplated  in the settlement  and Plaintiffs  claim that an
effort should be made to sell the McNeil Partnerships,  Plaintiffs have included
allegations with respect to McNeil Real Estate Fund XXIII,  L.P.,  Hearth Hollow
Associates, McNeil Midwest Properties I, L.P. and Regency North Associates, L.P.
in the third consolidated and amended complaint.

Plaintiff's  counsel  intends  to seek an  order  awarding  attorney's  fees and
reimbursements  of their  out-of-pocket  expenses.  The  amount of such award is
undeterminable  until  final  approval  is  received  from the  court.  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.

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 per  limited  partnership  unit:  Net
                                    income  per  limited   partnership  unit  is
                                    computed by dividing net income 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 March 31, 1999.

(b)      Reports on Form   8-K.  There were  no reports on Form 8-K filed during
         the quarter ended   March 31, 1999.

<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






May 18, 1999                    By: /s/  Ron K. Taylor
------------                       ---------------------------------------------
Date                                Ron K. Taylor
                                    President and Director of McNeil 
                                     Investors, Inc.
                                    (Principal Financial Officer)




May 18, 1999                    By: /s/  Brandon K. Flaming
------------                       ---------------------------------------------
Date                                Brandon K. Flaming
                                    Vice President of McNeil Investors, Inc.
                                    (Principal Accounting Officer)