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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of The
Securities Exchange Act of 1934
Telecommunications Income Fund XI, L.P.
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(Exact name of Registrant as specified in its charter)
Iowa 39-1904041
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(State of Incorporation or organization) (IRS Employer
Identification Number)
100 Second Street, S.E., Cedar Rapids, Iowa 52401
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
none none
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If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |X|
Securities to be registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests (the "Units")
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(Title of Class)
This document consists of a total of 4 pages.
The exhibit index is located on page 4.
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Item 1. Description of Registrant's Securities to be Registered.
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The Securities are limited partnership interests of the registrant. For
additional information concerning rights to allocations and distributions,
voting rights, liquidation rights, restrictions on transfer and other rights and
the characteristics associated with the ownership of Units, see the following
sections of the registrant's "Prospectus" which are incorporated herein by
reference: "Summary of the Limited Partnership Agreement" and "Cash
Distributions and Redemptions." The registrant's "Prospectus" means the
prospectus filed with the Commission on December 19, 1997, in Amendment No. 2 to
the registrant's Registration Statement on Form S-1, Registration No. 333-35557.
Item 2. Exhibits.
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1. The form of Certificate Representing Limited Partnership
Interests in the registrant was filed as Exhibit 4.1 to the
registrant's Registration Statement on Form S-1, Registration
No. 333-35557, which was filed with the Commission on
September 12, 1997, and is incorporated herein by reference.
2. The registrant's Amended and Restated Agreement of Limited
Partnership was filed as Exhibit A to the registrant's
Prospectus and is incorporated herein by reference. The
registrant's Prospectus, as contained in Amendment No. 2 to
the registrant's Registration Statement on Form S-1,
Registration No. 333- 35557, which was filed with the
Commission on December 19, 1997, is incorporated herein by
reference.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Dated: March 16, 1999. TELECOMMUNICATIONS INCOME FUND XI, L.P.
By: BERTHEL FISHER & COMPANY LEASING, INC.
BY: /s/ Thomas J. Berthel
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THOMAS J. BERTHEL, Chief
Operating Officer
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EXHIBIT INDEX
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Exhibit Description Page No.
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1 Specimen Certificate for Limited
Partnership Units*
2 Amended and Restated Agreement of
Limited Partnership*
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* Incorporated by reference
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