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               September 30, 1996
                         -------------------------------------------------------


                                       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 700, LB70, Dallas, Texas 75240
--------------------------------------------------------------------------------
                (Address of principal executive offices)    (Zip code)



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




Indicate  by check  mark  whether  the  registrant,  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12 months and (2) has been  subject to such  filing
requirements for the past 90 days. Yes X No
                                      ---  ---
<PAGE>
                        MCNEIL REAL ESTATE FUND XI, LTD.

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
------- --------------------
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                        September 30,        December 31,
                                                                            1996                 1995
                                                                       ---------------      --------------
ASSETS
-------
Real estate investments:
<S>                                                                    <C>                  <C>           
   Land.....................................................           $     4,572,654      $    5,938,464
   Buildings and improvements...............................                48,473,140          58,408,551
                                                                        --------------       -------------
                                                                            53,045,794          64,347,015
   Less:  Accumulated depreciation..........................               (31,974,197)        (37,095,184)
                                                                        --------------       -------------
                                                                            21,071,597          27,251,831

Asset held for sale.........................................                 5,528,732                   -

Cash and cash equivalents...................................                 2,451,606           2,030,544
Cash segregated for security deposits.......................                   396,743             386,125
Accounts receivable.........................................                   264,200              31,327
Prepaid expenses and other assets...........................                   141,049             276,785
Escrow deposits.............................................                 1,282,182             904,523
Deferred borrowing costs (net of accumulated
   amortization of $556,299 and $507,241 at
   September 30, 1996 and December 31, 1995,
   respectively)............................................                 1,537,765           1,627,629
                                                                        --------------       -------------
                                                                       $    32,673,874      $   32,508,764
                                                                        ==============       =============

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

Mortgage notes payable, net.................................           $    39,340,615      $   39,684,440
Accounts payable............................................                    15,966              62,056
Accrued interest............................................                   299,610             302,329
Accrued property taxes......................................                   551,187             100,959
Accrued expenses............................................                   312,490             356,025
Deferred gain - storm damage................................                    67,016              67,016
Payable to affiliates - General Partner.....................                 3,036,529           2,851,851
Security deposits and deferred rental revenue...............                   442,182             407,466
                                                                        --------------       -------------
                                                                            44,065,595          43,832,142
                                                                        --------------       -------------

Partners' deficit:
   Limited partners - 159,813 limited partnership units
     authorized and outstanding at September 30,
     1996 and December 31, 1995.............................                (4,465,137)         (4,983,492)
   General Partner..........................................                (6,926,584)         (6,339,886)
                                                                        --------------       -------------
                                                                           (11,391,721)        (11,323,378)
                                                                        --------------       -------------
                                                                       $    32,673,874      $   32,508,764
                                                                        ==============       =============
</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                    Nine Months Ended
                                                  June 30,                            September 30,
                                      ---------------------------------    ---------------------------------
                                          1996               1995               1996                1995
                                      --------------    ---------------    --------------     --------------
Revenue:
<S>                                   <C>                <C>               <C>                <C>           
   Rent revenue..................     $    3,728,509     $    3,612,685    $   11,057,876     $   10,626,590
   Interest......................             39,102             34,841            97,731            101,357
                                       -------------      -------------     -------------      -------------
     Total revenue...............          3,767,611          3,647,526        11,155,607         10,727,947
                                       -------------      -------------     -------------      -------------

Expenses:
   Interest......................            947,022            968,784         2,856,971          2,922,581
   Depreciation..................            612,367            628,271         1,861,120          1,843,045
   Property taxes................            216,796            240,570           655,978            721,710
   Personnel expenses............            439,231            434,980         1,320,836          1,336,845
   Utilities.....................            301,626            292,631           818,198            782,775
   Repair and maintenance........            514,782            456,882         1,489,725          1,358,462
   Property management
     fees - affiliates...........            184,227            179,532           548,619            531,451
   Other property operating
     expenses....................            199,279            237,267           589,037            682,065
   General and administrative....             81,059            261,894           162,950            316,988
   General and administrative -
     affiliates..................             75,804            113,309           269,655            385,105
                                       -------------      -------------     -------------      -------------
     Total expenses..............          3,572,193          3,814,120        10,573,089         10,881,027
                                       -------------      -------------     -------------      -------------

Net income (loss)................     $      195,418     $     (166,594)   $      582,518     $     (153,080)
                                       =============      =============     =============      =============

Net income (loss) allocable to
   limited partners..............     $       68,817     $     (158,264)   $      518,355     $     (145,426)
Net income (loss) allocable
   to General Partner............            126,601             (8,330)           64,163             (7,654)
                                       -------------      -------------     -------------      -------------
Net income (loss)................     $      195,418     $     (166,594)   $      582,518     $     (153,080)
                                       =============      =============     =============      =============

Net income (loss) per limited
   partnership unit..............     $          .43     $         (.99)   $         3.24     $         (.91)
                                       =============      =============     =============      =============
</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 Nine Months Ended September 30, 1996 and 1995

<TABLE>
<CAPTION>
                                                                                                   Total
                                                     General                 Limited               Partners'
                                                     Partner                 Partners              Deficit
                                                 ---------------         ---------------       ---------------
<S>                                              <C>                     <C>                   <C>            
Balance at December 31, 1994..............       $   (5,484,195)         $   (5,275,373)       $  (10,759,568)

Net loss..................................               (7,654)               (145,426)             (153,080)

Management Incentive Distribution.........             (614,890)                      -              (614,890)
                                                  -------------           -------------         -------------

Balance at September 30, 1995.............       $   (6,106,739)         $   (5,420,799)       $  (11,527,538)
                                                  =============           =============         =============


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

Net income................................               64,163                 518,355               582,518

Management Incentive Distribution.........             (650,861)                      -              (650,861)
                                                  -------------           -------------         -------------

Balance at September 30, 1996.............       $   (6,926,584)         $   (4,465,137)       $  (11,391,721)
                                                  =============           =============         =============
</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>
                                                                             Nine Months Ended
                                                                                September 30,
                                                                -------------------------------------------
                                                                       1996                      1995
                                                                -------------------       -----------------
<S>                                                             <C>                        <C>            
Cash flows from operating activities:
   Cash received from tenants........................           $       10,941,390         $    10,662,495
   Cash paid to suppliers............................                   (4,324,633)             (3,928,592)
   Cash paid to affiliates...........................                   (1,127,238)             (1,854,398)
   Interest received.................................                       97,731                 101,357
   Interest paid.....................................                   (2,756,487)             (2,734,299)
   Property taxes paid...............................                     (685,700)               (735,411)
                                                                 -----------------          --------------
Net cash provided by operating activities............                    2,145,063               1,511,152
                                                                 -----------------          --------------

Net cash used in investing activities:
   Additions to real estate investments..............                   (1,209,618)             (1,180,072)
                                                                 -----------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable.........................................                     (357,164)               (315,620)
   Management Incentive Distribution.................                     (157,219)                      -
                                                                 -----------------          --------------
Net cash used in financing activities................                     (514,383)               (315,620)
                                                                 -----------------          --------------

Net decrease in cash and cash equivalents............                      421,062                  15,460

Cash and cash equivalents at beginning of
   period............................................                    2,030,544               1,932,351
                                                                 -----------------          --------------

Cash and cash equivalents at end of period...........           $        2,451,606         $     1,947,811
                                                                 =================          ==============
</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 (Loss) to Net Cash Provided by
                              Operating Activities


<TABLE>
<CAPTION>
                                                                              Nine Months Ended
                                                                                 September 30,
                                                                  -----------------------------------------
                                                                        1996                    1995
                                                                  ----------------        -----------------
<S>                                                               <C>                     <C>              
Net income (loss)....................................             $        582,518        $       (153,080)
                                                                   ---------------         ----------------

Adjustments to reconcile net income (loss) to net 
   cash provided by operating activities:
   Depreciation......................................                    1,861,120               1,843,045
   Amortization of discounts on mortgage
     notes payable...................................                       13,339                  16,251
   Amortization of deferred borrowing costs..........                       89,864                 109,124
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                      (10,618)                 (4,473)
     Accounts receivable.............................                     (232,873)                  2,019
     Prepaid expenses and other assets...............                      135,736                 201,407
     Escrow deposits.................................                     (377,659)               (429,489)
     Accounts payable................................                      (46,090)                 (1,868)
     Accrued interest................................                       (2,719)                 62,907
     Accrued property taxes..........................                      450,228                 547,371
     Accrued expenses................................                      (43,535)                207,482
     Payable to affiliates - General Partner.........                     (308,964)               (937,842)
     Security deposits and deferred rental
       revenue.......................................                       34,716                  48,298
                                                                   ---------------          --------------
       Total adjustments.............................                    1,562,545               1,664,232
                                                                   ---------------          --------------

Net cash provided by operating activities............             $      2,145,063         $     1,511,152
                                                                   ===============          ==============
</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)

                               September 30, 1996

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 700, 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 nine months ended September
30, 1996 are not  necessarily  indicative  of the results to be expected for the
year ending December 31, 1996.

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,  1995,  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 700, 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.  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:

<TABLE>
<CAPTION>
                                                                              Nine Months Ended
                                                                                 September 30,
                                                                  ----------------------------------------
                                                                        1996                    1995
                                                                  ----------------         ---------------

<S>                                                               <C>                      <C>            
Property management fees - affiliates................             $        548,619         $       531,451
Charged to general and administrative -
   affiliates:
   Partnership administration........................                      269,655                 385,105
                                                                   ---------------          --------------
                                                                  $        818,274         $       916,556
                                                                   ===============          ==============

Charged to General Partner's deficit:
   MID...............................................             $        650,861         $       614,890
                                                                   ===============          ==============
</TABLE>

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 will be recognized effective October 1, 1996.









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

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

The  Partnership  was formed to  acquire,  operate and  ultimately  dispose of a
portfolio  of  income-producing  real  properties.  At September  30, 1996,  the
Partnership owned eight apartment properties,  which are all subject to mortgage
notes.

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

Revenue:

Partnership  revenues increased by $427,660 or 4% for the period ended September
30, 1996,  as compared to the same period last year.  Rental  revenue  increased
$431,286 and $115,824 or 4% and 3% for the nine and three months ended September
30, 1996, respectively. Interest income decreased by $3,626 or 4% for the period
ended September 30, 1996.

Rental revenue for the first nine months of 1996 was  $11,057,876 as compared to
$10,626,590  for the same period in 1995.  The increase in rental revenue is due
to an increase in the rental rates at all of the Partnership's properties.

Expenses:

Total  Partnership  expenses  decreased by $307,938 or 3% for the period  ending
September 30, 1996 as compared to the same period in 1995. Decreases in property
taxes, other operating expenses, and general and administrative  affiliates were
offset by increases in repairs and maintenance.

Property  tax expense for the nine and three  months  ended  September  30, 1996
decreased  by $65,732 or 9% and  $23,774 or 10%,  respectively,  compared to the
same periods in 1995.  This is due to decreases in the estimated tax liabilities
at Knollwood, The Park, and The Village.

Repairs and  maintenance  expense for the nine and three months ended  September
30,  1996,  increased  by  $131,263  or 10% and  $57,900  or 13%,  respectively,
compared to the same periods in 1995.  This  increase can be  attributed  to the
replacement   of   carpeting,   which  met  the   Partnership's   criteria   for
capitalization based on the magnitude of replacements in 1995, but were expensed
in 1996.

Other property  operating  expense for the nine and three months ended September
30,  1996  decreased  by $93,028 or 14% and $37,988 or 16%,  respectively.  This
decrease is primarily  due to a decrease in hazard  insurance,  with  additional
decreases in training and seminars and bad debts in 1996.

General and  administrative  expenses  decreased $154,038 or 49% and $180,835 or
69% for the nine and three months ended  September  30, 1996,  respectively,  as
compared to the same periods in 1995. The decrease is due to costs incurred,  by
the  Partnership,  in the third  quarter  of 1995 to  evaluate  and  disseminate
information  regarding an unsolicited tender offer. The Partnership  anticipates
incurring  such costs in the fourth quarter of 1996 in response to an additional
unsolicited tender offer, as discussed in Item 5 - Other Information.
<PAGE>

General and  administrative - affiliates  expenses decreased $115,450 or 30% and
$37,505  or 33%  for the  nine  and  three  months  ended  September  30,  1996,
respectively, as compared to the same periods last year. This decrease is due to
the reduction of overhead expenses allocable to the Partnership.

LIQUIDITY AND CAPITAL RESOURCES

The Partnership generated $2,145,063 through operating activities for the period
ending September 30, 1996 as compared to $1,511,152 for the same period in 1995.
This increase is primarily due to the reduction in the cash paid to affiliates.

The Partnership  funded  $1,209,618 in additions to real estate  investments for
the nine months ending September 30, 1996. All of the  Partnership's  properties
continued capital  improvements  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 $357,164
and MID payments of $157,219.

Short-term liquidity:

At  September  30,  1996,  the  Partnership  held cash and cash  equivalents  of
$2,451,606.  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 1996 will be
sufficient  to  fund  the   Partnership's   budgeted  $1.3  million  in  capital
improvements  for 1996 and to repay the  current  portion  of the  Partnership's
mortgage notes.

During 1996, the  Partnership  is faced with a mortgage  maturity on The Village
totaling  approximately  $2,564,000.  It is  management's  policy  to  negotiate
extensions or arrange  refinancings  for the mortgage notes due. The Partnership
is arranging  financing  from an affiliate  partnership  to retire this mortgage
upon maturity.

Long-term liquidity:

While the present  outlook for  Partnership's  liquidity  is  favorable,  market
conditions may change and property  operations can  deteriorate.  In that event,
the Partnership  would require other sources of working  capital.  No such other
sources have been  identified,  and the Partnership has no established  lines of
credit.  Other possible actions to resolve working capital  deficiencies include
refinancing or  renegotiating  terms of existing loans,  deferring major capital
expenditures on Partnership properties except where improvements are expected to
enhance the  competitiveness  or marketability  of the properties,  or arranging
working capital support from affiliates.  No affiliate support has been required
in the past,  and there is no assurance  that  support  would be provided in the
future, since neither the General Partner nor any affiliates have any obligation
in this regard.







<PAGE>

The  partnership  has  determined  to begin an  orderly  liquidation  of all the
Partnership's assets. Although there can be no assurance as to the timing of any
liquidation  it  is   anticipated   that  such   liquidation   would  result  in
distributions  to the limited partners of the cash proceeds from the sale of the
Partnership's properties, subject to cash reserve requirements, as they are sold
with  the  last  property   disposition  before  December  2001  followed  by  a
dissolution of the Partnership.  In this regard, the Partnership 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  nine  months  ended
September 30, 1996 and 1995, $64,163 and ($7,654),  respectively, were allocated
to the General Partner.  The limited partners received allocations of net income
of $518,355  and  ($145,426)  for the nine months ended  September  30, 1996 and
1995, 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
$650,861  for the MID has been  accrued  by the  Partnership  for the nine month
period ending September 30, 1996 for the General Partner.

                          PART II. - OTHER INFORMATION

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

McNeil  Pacific  Investors  Fund 1972,  Ltd.,  McNeil  Real Estate Fund V, Ltd.,
McNeil Real Estate Fund IX, Ltd.,  McNeil Real Estate Fund X, Ltd.,  McNeil Real
Estate Fund XI, Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real Estate Fund
XV, Ltd.,  McNeil Real Estate Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P.,
and McNeil Real  Estate  Fund XXV,  L.P.  vs.  High River  Limited  Partnership,
Riverdale   Investors  Corp.,  Inc.,  Carl  C.  Icahn,  and  Unicorn  Associates
Corporation  -  United  States  District  Court  for  the  Central  District  of
California, Case No. 96-5680SVW.

On August 12, 1996 High River Limited  Partnership ("High River"), a partnership
controlled by Carl C. Icahn, sent a letter to the partnerships  referenced above
demanding  lists of the names,  current  residences  or business  addresses  and
certain other information  concerning the unitholders of such  partnerships.  On
August 19, 1996, these  partnerships  commenced the above action seeking,  among
other things, to declare that such partnerships are not required to provide High
River with a current  list of  unitholders  on the grounds  that the  defendants
commenced a tender offer in violation of the federal  securities  laws by filing
certain Schedule 13D Amendments on August 5, 1996.

On October 17, 1996, the presiding judge denied the partnerships  requests for a
permanent and  preliminary  injunction to enjoin High River's  tender offers and
granted the defendants  request for an order directing the  partnerships to turn
over current lists of unitholders to High River forthwith.  On October 24, 1996,
the partnerships delivered the unitholder lists to High River.
<PAGE>

ITEM 5.  OTHER INFORMATION
-------  -----------------

On September 20, 1996, High River announced that it had commenced a tender offer
for any and all units of the  Partnership  at $104.50  per unit.  The tender was
originally due to expire October 18, 1996; however, this offer has been extended
until November 22, 1996.

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 1996 and 1995, respectively.

         27.                        Financial   Data  Schedule for  the  quarter
                                    ended September 30, 1996.

(b)      Reports on  Form  8-K.  There  were no reports on Form 8-K filed during
         the quarter ended September 30, 1996.


<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



November 14, 1996                    By: /s/ Donald K. Reed
-----------------                        ---------------------------------------
Date                                     Donald K. Reed
                                         President and Chief Executive Officer



November 14, 1996                    By: /s/ Ron K. Taylor
-----------------                        ---------------------------------------
Date                                     Ron K. Taylor
                                         Acting Chief Financial Officer of
                                          McNeil Investors, Inc.



November 14, 1996                    By: /s/ Brandon K. Flaming
-----------------                        ---------------------------------------
Date                                     Brandon K. Flaming
                                         Chief Accounting Officer of McNeil Real
                                          Estate Management, Inc.