<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): April 10, 1997
IEA INCOME FUND XI, L.P.
(Exact name of registrant as specified in its charter)
California 0-19770 94-3122430
(State or other jurisdiction (Commission File No.) (IRS Employer I.D. No.)
of incorporation or organization)
444 Market Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices) (zip code)
Registrant's telephone number: (415) 677-8990
<PAGE> 2
Item 4. Changes in Registrant's Certifying Accountant.
(a) The Registrant has previously reported (event date:
February 3, 1997) on a Current Report on Form 8-K the resignation of Arthur
Andersen LLP as auditors of the Registrant.
(b) Effective April 10, 1997, the Registrant retained Moore
Stephens, P.C. as its new independent accountants to audit the Registrant's
financial statements.
Item 5. Other Events.
See Item 4 above.
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, hereunto duly authorized.
IEA INCOME FUND XI, L.P.
Date: April 14, 1997 By: CRONOS CAPITAL CORP.
The General Partner
By: /s/ John Kallas
--------------------------------------------
John Kallas
Vice President/Treasurer
Principal Accounting and Finance Officer
