MCNEIL REAL ESTATE FUND XI LTD
10-Q, 1995-08-14
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                                 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      June 30, 1995
                                  -----------------

                                       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      (214) 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>

                                                                              June 30,         December 31,
                                                                                1995               1994
                                                                            ----------       --------------
<S>                                                                         <C>              <C>             
ASSETS
------
Real estate investments:
   Land.....................................................                $5,938,464       $   5,938,464
   Buildings and improvements...............................                57,423,864          56,588,508
                                                                            ----------          ----------
                                                                            63,362,328          62,526,972
   Less:  Accumulated depreciation..........................               (35,825,533)        (34,610,759)
                                                                           -----------         ----------- 
                                                                            27,536,795          27,916,213

Cash and cash equivalents...................................                 2,656,306           1,932,351
Cash segregated for security deposits.......................                   348,537             363,849
Accounts receivable.........................................                    16,050              24,577
Prepaid expenses and other assets...........................                   170,958             361,909
Escrow deposits.............................................                 1,153,713             983,972
Deferred borrowing costs (net of accumulated
   amortization of $434,492 and $361,743 at
   June 30, 1995 and December 31, 1994,
   respectively)............................................                 1,700,378           1,773,127
                                                                            ----------          ----------
                                                                           $33,582,737       $  33,355,998
                                                                            ==========          ==========

LIABILITIES AND PARTNERS' DEFICIT

Mortgage notes payable, net.................................               $39,895,190       $  40,090,432
Accounts payable............................................                   120,349             112,735
Accrued interest............................................                   303,989             240,267
Accrued property taxes......................................                   402,222              95,268
Accrued expenses............................................                   179,850             223,360
Deferred gain - fire damage.................................                    67,016              67,016
Payable to affiliates - General Partner.....................                 3,377,882           2,919,444
Security deposits and deferred rental revenue...............                   388,744             367,044
                                                                            ----------          ----------
                                                                            44,735,242          44,115,566
                                                                            ----------          ----------

Partners' deficit:
   Limited partners - 159,813 and 159,917 limited
     partnership units authorized and outstanding at
     June 30, 1995 and December 31, 1994, respectively......                (5,262,535)         (5,275,373)
   General Partner..........................................                (5,889,970)         (5,484,195)
                                                                            ----------          ---------- 
                                                                           (11,152,505)        (10,759,568)
                                                                            ----------          ----------  
                                                                          $ 33,582,737       $  33,355,998
                                                                            ==========         ===========     
</TABLE>





The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                See accompanying notes to financial statements.

<PAGE>



                        MCNEIL REAL ESTATE FUND XI, LTD.

                            STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>

                                              Three Months Ended                      Six Months Ended
                                                    June 30,                              June 30,
                                           ----------------------------        -----------------------------
                                             1995               1994              1995                1994
                                           ---------          ---------        ----------          ---------

<S>                                       <C>                <C>               <C>                <C>       
Revenue:
   Rent revenue..................         $3,523,916         $3,304,308        $7,013,905         $6,566,153
   Interest......................             35,415             16,122            66,516             35,874
   Deferred gain on
     involuntary conversion......                  -                  -                 -             28,109
                                           ---------          ---------         ---------          ---------
     Total revenue...............          3,559,331          3,320,430         7,080,421          6,630,136
                                           ---------          ---------         ---------          ---------

Expenses:
   Interest......................          1,007,043            970,575         1,953,797          1,962,528
   Interest - affiliates.........                  -                  -                 -              3,589
   Depreciation..................            616,517            554,313         1,214,774          1,108,626
   Property taxes................            240,570            263,412           481,140            526,824
   Personnel expenses............            397,093            425,197           901,865            848,833
   Utilities.....................            256,607            223,133           490,144            472,366
   Repair and maintenance........            502,306            450,844           901,580            826,638
   Property management
     fees - affiliates...........            175,692            165,192           351,919            328,800
   Other property operating
     expenses....................            237,334            215,122           444,798            411,583
   General and administrative....             20,800             27,086            55,094             53,502
   General and administrative -
     affiliates..................            155,214            105,387           271,796            216,362
                                           ---------          ---------         ---------          ---------
     Total expenses..............          3,609,176          3,400,261         7,066,907          6,759,651
                                           ---------          ---------         ---------          ---------

Net income (loss)................         $  (49,845)        $  (79,831)       $   13,514         $ (129,515)
                                           =========          =========         =========          ========= 

Net income (loss) allocable to
   limited partners..............         $  (47,353)        $  (75,839)       $   12,838         $ (634,119)
Net income (loss) allocable
   to General Partner............             (2,492)            (3,992)              676            504,604
                                           ---------          ---------         ---------          ---------
Net income (loss)................         $  (49,845)        $  (79,831)       $   13,514         $ (129,515)
                                           =========          =========         =========          ========= 

Net income (loss) per limited
   partnership unit..............         $     (.30)        $     (.47)       $      .08         $    (3.97)
                                           =========          =========         =========          ========= 
</TABLE>














The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                      See accompanying notes to financial statements.


<PAGE>


                        MCNEIL REAL ESTATE FUND XI, LTD.

                        STATEMENTS OF PARTNERS' DEFICIT
                                  (Unaudited)

                For the Six Months Ended June 30, 1995 and 1994



<TABLE>
<CAPTION>
                                                                                                 Total
                                                   General                 Limited               Partners'
                                                   Partner                 Partners              Deficit
                                                 ------------            ------------          ------------- 
<S>                                              <C>                     <C>                   <C>          
Balance at December 31, 1993..............       $(5,157,708)            $(4,638,590)          $ (9,796,298)

Net income (loss).........................           504,604                (634,119)              (129,515)

Contingent Management Incentive
   Distribution...........................          (372,075)                      -               (372,075)
                                                  ----------              ----------            ----------- 

Balance at June 30, 1994..................       $(5,025,179)            $(5,272,709)          $(10,297,888)
                                                  ==========              ==========            =========== 


Balance at December 31, 1994..............       $(5,484,195)            $(5,275,373)          $(10,759,568)

Net income................................               676                  12,838                 13,514

Contingent Management Incentive
   Distribution...........................          (406,451)                      -               (406,451)
                                                  ----------              ----------             ---------- 

Balance at June 30, 1995..................       $(5,889,970)            $(5,262,535)          $(11,152,505)
                                                  ==========              ==========            =========== 
</TABLE>
























The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                See accompanying notes to financial statements.


<PAGE>


                        MCNEIL REAL ESTATE FUND XI, LTD.

                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>

                                                                                Six Months Ended
                                                                                     June 30,
                                                                        -----------------------------------   
                                                                          1995                     1994
                                                                        -----------------------------------   
     
<S>                                                                     <C>                    <C>    
Cash flows from operating activities:
   Cash received from tenants........................                   $7,056,377             $ 6,595,128
   Cash paid to suppliers............................                   (2,468,728)             (2,345,590)
   Cash paid to affiliates...........................                     (571,728)               (432,695)
   Interest received.................................                       66,516                  35,874
   Interest paid.....................................                   (1,806,492)             (1,907,165)
   Interest paid to affiliates.......................                            -                  (4,308)
   Property taxes paid...............................                     (510,558)               (384,954)
   Additions to deferred borrowing costs.............                            -                  (1,320)
                                                                        ----------               --------- 
Net cash provided by operating activities............                    1,765,387               1,554,970
                                                                        ----------               ---------

Cash flows from investing activities:
   Additions to real estate investments..............                     (835,356)               (922,243)
                                                                         ---------               --------- 

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable.........................................                     (206,076)               (205,363)
   Repayment of advances from affiliates.............                            -                (935,658)
   Contingent Management Incentive
     Distribution....................................                            -                (560,035)
                                                                         ---------               --------- 
Net cash used in financing activities................                     (206,076)             (1,701,056)
                                                                          --------              ---------- 

Net increase (decrease) in cash and cash
   equivalents.......................................                      723,955              (1,068,329)

Cash and cash equivalents at beginning of
   period............................................                    1,932,351               2,920,957
                                                                         ---------               ---------

Cash and cash equivalents at end of period...........                   $2,656,306             $ 1,852,628
                                                                         =========               =========
</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>
                                                                                Six Months Ended
                                                                                     June 30,
                                                                       ------------------------------------
                                                                           1995                    1994
                                                                       ------------------------------------              

<S>                                                                    <C>                     <C>         
Net income (loss)....................................                  $    13,514             $  (129,515)
                                                                        ----------               --------- 

Adjustments to  reconcile  net income (loss) to net 
   cash  provided by operating activities:
   Depreciation......................................                    1,214,774               1,108,626
   Amortization of discounts on mortgage
     notes payable...................................                       10,834                  11,994
   Amortization of deferred borrowing costs..........                       72,749                  72,359
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                       15,312                 (11,825)
     Accounts receivable.............................                        8,527                  32,253
     Prepaid expenses and other assets...............                      190,951                  12,853
     Escrow deposits.................................                     (169,741)               (132,989)
     Deferred borrowing costs........................                            -                  (1,320)
     Accounts payable................................                        7,614                 144,566
     Accrued interest................................                       63,722                 (29,709)
     Accrued property taxes..........................                      306,954                 465,876
     Accrued expenses................................                      (43,510)               (104,493)
     Payable to affiliates - General Partner.........                       51,987                 112,467
     Deferred gain - fire............................                            -                 (28,109)
     Security deposits and deferred rental
       revenue.......................................                       21,700                  31,936
                                                                         ---------               ---------
       Total adjustments.............................                    1,751,873               1,684,485
                                                                         ---------               ---------

Net cash provided by operating activities............                   $1,765,387             $ 1,554,970
                                                                         =========              ==========
</TABLE>


















The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                See accompanying notes to financial statements.


<PAGE>


                        McNEIL REAL ESTATE FUND XI, LTD.

                         Notes to Financial Statements
                                  (Unaudited)

                                 June 30, 1995

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 six months ended June 30,
1995 are not  necessarily  indicative of the results to be expected for the year
ending December 31, 1995.

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,  1994,  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.
-------

Certain reclassifications have been made to prior period amounts to conform with
the current year presentation.

NOTE 4.
-------

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 for residential  property
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. Prior to July 1, 1993, the MID consisted of two components: (i) the fixed
portion which was payable  without  respect to the net income of the Partnership
and was equal to 25% of the maximum MID (the "Fixed  MID") and (ii) a contingent
portion which was payable only to the extent of the lesser of the  Partnership's
excess cash flow, as defined, or net operating income (the "Entitlement Amount")
and is equal to up to 75% of the maximum MID (the "Contingent MID").



<PAGE>



Effective  July 1, 1993 the General  Partner  amended  the  Amended  Partnership
Agreement as a settlement to a class action complaint. This amendment eliminates
the Fixed MID  portion  and makes the  entire  MID  payable to the extent of the
Entitlement Amount. In all other respects the calculation and payment of the MID
remain the same.

Fixed  MID was  payable  in  limited  partnership  units  ("Units")  unless  the
Entitlement  Amount exceeded the amount  necessary to pay the Contingent MID, in
which case, at the General Partner's  option,  the Fixed MID was paid in cash to
the extent of such excess.

Contingent MID will be paid to the extent of 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 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 per Unit, as defined.

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 Fixed MID was treated as a fee
payable to the General  Partner by the Partnership  for services  rendered.  The
Contingent  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>

                                                                                 Six Months Ended
                                                                                      June 30,
                                                                         ---------------------------------
                                                                           1995                    1994
                                                                         ---------               ---------

<S>                                                                     <C>                     <C>       
Property management fees - affiliates................                   $  351,919              $  328,800
Charged to interest expense:
   Interest - affiliate..............................                            -                   3,589
Charged to general and administrative -
   affiliates:
   Partnership administration........................                      271,796                 216,362
                                                                         ---------               ---------
                                                                        $  623,715              $  548,751
                                                                         =========               =========

Charged to General Partner's deficit:
   Contingent MID....................................                   $  406,451              $  372,075
                                                                         =========               =========
</TABLE>

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 June 30, 1995, the Partnership
owned eight apartment properties, which are all subject to mortgage notes.

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

Revenue:

Total Partnership  revenues increased by $450,285 or 7% for the first six months
of 1995 as compared to the same period last year.  Rental  revenue and  interest
income  increased  $447,752  or  7%  and  $30,642  or  85%,  respectively.   The
Partnership also recognized a gain on involuntary  conversion of $28,109 in 1994
as a result of a fire at Sun Valley in 1993.



<PAGE>


Rental revenue for the first six months of 1995 was  $7,013,905,  as compared to
$6,566,153  for the same period in 1994.  The increase in rental revenue for the
six months  ended June 30, 1995 is due to an increase in the rental rates at all
of the Partnership's  properties and increases in the occupancy rate at three of
the Partnership's properties. Of the three properties that experienced increases
in their occupancy,  Villa Del Rio showed the largest increase of 7% from 91% at
June 30, 1994 to 98% at June 30, 1995.

Interest  income  for the six  months  and  three  months  ended  June 30,  1995
increased $30,642 or 85% and $19,294 or 120%,  respectively,  due to an increase
in the cash balances being invested in interest-bearing accounts and an increase
in the interest rates.

Expenses:

Total  Partnership  expenses  increased  by $319,342 or 5% for the period ending
June 30, 1995 as compared to the period ending June 30, 1994.

Interest  expense - affiliates  for the six months ended June 30, 1995 decreased
by $3,589 or 100%.  This is due to the repayment of all  affiliate  advances and
mortgage loans during 1994.

Depreciation  expense  for the six  months and the three  months  ended June 30,
1995,  increased  by  $106,148  or 10% and  $62,204  or 11%,  respectively.  The
increase is due to capital improvements made at the properties. During 1995, the
Partnership  has made $835,356 in capital  improvements of which $498,561 of the
improvements were made during the second quarter of 1995.

Property taxes decreased $45,684 or 9% and $22,842 or 9%, respectively,  for the
six months and the three months ended June 30, 1995.  This is due to an decrease
in the  estimated tax liability at Acacia  Lakes,  Knollwood,  Sun Valley,  Rock
Creek, and The Village.

Personnel  expenses  increased  $53,032 or 6% for the six months  ended June 30,
1995 as compared to the same period in 1994. This increase is due to an increase
in overall  compensation at all the properties.  For the three months ended June
30, 1995,  personnel  expenses  decreased by $28,104 or 7% because of additional
temporary  maintenance  personnel  hired at  Knollwood  in 1994 to assist with a
capital improvements project, which has been completed. In addition, there was a
decrease in the cost of workers' compensation insurance at all the properties.

Property  management  fees - affiliates  for the six months and the three months
ended June 30, 1995 increased by $23,119 or 7% and $10,500 or 6%,  respectively,
due to the  increase  in the rental  receipts at the  properties,  the basis for
computing such fees.

General and  administrative  decreased  $6,286 or 23% for the three months ended
June 30, 1995 as  compared  to the same  period in 1994 due a reduction  in fees
paid for professional services.

General and  administrative - affiliates for the six months and the three months
ended  June  30,  1995   increased  by  $55,434  or  26%  and  $49,827  or  47%,
respectively,  due to an increase in  reimbursements  to  affiliates  because of
fewer partnerships over which overhead costs are allocated.

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

The Partnership generated $1,765,387 through operating activities for the period
ending June 30, 1995 as compared to $1,554,970 for the same period in 1994. This
increase of $210,417 can be attributed to the increase in the cash received from
tenants as a result of the increase in rental rates at all of the properties.

The Partnership  funded $835,356 in additions to real estate investments for the
six months  ending June 30,  1995.  All of the  Partnership's  properties  began
capital improvements projects to enhance the value of the properties so they can
remain competitive in the market.


<PAGE>


There was a net use of cash from financing activities of $206,076 and $1,701,056
for the six months ended June 30,1995 and 1994,  respectively.  This decrease in
cash used was due to the repayment of advances from  affiliates  and the payment
of the Contingent MID in 1994.

Short Term Liquidity:

At June 30, 1995, the Partnership  held cash and cash  equivalents of $2,656,306
as compared to $1,932,351 at December 31, 1994.  The General  Partner  considers
the  Partnership's  cash reserves  adequate for  operations for the remainder of
1995.

During 1995, operations of the Partnership's  properties are expected to provide
positive cash flow from operations.  However, cash flow from property operations
will not be  sufficient  to make  distributions  to the General  Partner for the
Contingent  MID in 1995.  Management  will continue to address  ongoing  capital
improvements  needs  in  light  of the  aging  condition  of  the  Partnership's
properties.  The Partnership has budgeted approximately $1.2 million for capital
improvements for 1995. The General Partner  believes these capital  improvements
are necessary to allow the  Partnership  to increase its rental  revenues in the
competitive  markets  in  which  the  Partnership's  properties  operate.  These
expenditures   also  allow  the   Partnership  to  reduce  certain  repairs  and
maintenance expenses from amounts that would otherwise be incurred.

Long Term Liquidity:

The General  Partner has  established a revolving  credit facility not to exceed
$5,000,000 in the aggregate  which is available on a "first-come,  first-served"
basis to the Partnership and other affiliated partnerships if certain conditions
are met.  However,  there is no  assurance  that the  Partnership  will  receive
additional  funds under the facility because no amounts will be reserved for any
particular  partnership.  As of June 30, 1995, $2,362,004 remained available for
borrowing under the facility;  however,  additional funds could become available
as other partnerships repay borrowings.

For the long term,  property operations will remain the primary source of funds.
While the present outlook for the 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. All or a combination of these steps may
be  inadequate  or  unfeasible  in  resolving  such  potential  working  capital
deficiencies.  Affiliate  support has been required in the past, but 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 in excess
of the $5,000,000 revolving credit facility discussed above.

Distributions:

With the exception of the Contingent  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  $406,451  for the  Contingent  MID  has  been  accrued  by the
Partnership  for the six  month  period  ending  June 30,  1995 for the  General
Partner.




<PAGE>


                           PART II. OTHER INFORMATION

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

On an  unsolicited  basis,  High River Limited  Partnership  ("High  River"),  a
partnership  controlled by Carl Icahn,  announced that it has commenced an offer
to purchase  71,916  units of limited  partnership  interest in the  Partnership
(approximately  45 percent  of the  Partnership's  units) at $63 per unit.  High
River has  stated  that the offer is being made as "an  investment."  The tender
offer is due to expire on August 31, 1995, unless extended.

The General  Partner,  with assistance  from its advisors,  is in the process of
evaluating  the tender  offer from a number of  important  standpoints  and will
report to the limited partners its position with respect to such offer.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
-------  --------------------------------
<TABLE>
<CAPTION>

(a)      Exhibits.

         Exhibit
         Number                     Description
         -------                    ----------- 
         <S>                        <C>                                                                    
         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  and  159,917  limited   partnership
                                    units   outstanding   in  1995   and   1994,
                                    respectively.

         27.                        Financial   Data  Schedule  for  the quarter
                                    ended June 30, 1995.
</TABLE>

(b)      Reports on  Form 8-K.  There  were no  reports on Form 8-K filed during
         the quarter ended June 30, 1995.



<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:


<TABLE>
<CAPTION>

                                                   McNEIL REAL ESTATE FUND XI, Ltd.

                                                   By:  McNeil Partners, L.P., General Partner

                                                        By: McNeil Investors, Inc., General Partner


<S>                                                <C>

August 11, 1995                                    By:  /s/  Donald K. Reed
-------------------                                     -------------------------------------------------
Date                                                    Donald K. Reed
                                                        President and Chief Executive Officer



August 11, 1995                                    By:  /s/  Robert C. Irvine
-------------------                                     -------------------------------------------------
Date                                                    Robert C. Irvine
                                                        Chief Financial Officer of McNeil Investors, Inc.
                                                        Principal Financial Officer



August 11, 1995                                    By:  /s/  Brandon K. Flaming
-------------------                                     -------------------------------------------------
Date                                                    Brandon K. Flaming
                                                        Chief Accounting Officer of McNeil Real Estate
                                                        Management, Inc.

</TABLE>



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                       2,656,306
<SECURITIES>                                         0
<RECEIVABLES>                                   16,050
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                      63,362,328
<DEPRECIATION>                            (35,825,533)
<TOTAL-ASSETS>                              33,582,737
<CURRENT-LIABILITIES>                                0
<BONDS>                                     39,895,190
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                33,582,737
<SALES>                                      7,013,905
<TOTAL-REVENUES>                             7,080,421
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             5,113,110
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           1,953,797
<INCOME-PRETAX>                                 13,514     
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             13,514     
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    13,514
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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