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 quarterly period ended June 30, 2002 /___/ Transition report pursuant to Section 13 or 15(d) of the Securities Act of 1934 for the transition period from ______________ to ________________. Commission File Number 33-26038 DSI REALTY INCOME FUND XI, A California Limited Partnership (Exact name of registrant as specified in its charter) California_______________________________________33-0324161 (State or other jurisdiction of (I.R.S. Employer incorporation) Identification No.) 6700 E. Pacific Coast Hwy, Long Beach, California 90803 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code-(562)493-8881 _________________________________________________________________ Former name, former address and former fiscal year, if changed since last report. 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _x_. No__. PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The information required by Rule 10-01 of Regulation S-X is included in the Quarterly Report to the Limited Partners of Registrant for the period ended June 30, 2002 which is attached hereto as Exhibit "20" and incorporated herein by this reference. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Registrant incorporates by this reference its Quarterly Report to Limited Partners for the period ended June 30, 2002. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8K. (a) Attached hereto as Exhibit "20" is Registrant's Quarterly Report to Limited Partners for the period ended June 30, 2002. (B) Registrant did not file any reports on Form 8-K for the period reported upon. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: July 31, 2002 DSI REALTY INCOME FUND XI A California Limited Partnership (Registrant) By____\s\ Robert J. Conway_____ DSI Properties, Inc., as General Partner by ROBERT J. CONWAY, President and Chief Financial Officer SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: July 31, 2002 DSI REALTY INCOME FUND XI A California Limited Partnership (Registrant) By__\s\ Robert J. Conway________ DSI Properties, Inc., as General Partner by ROBERT J. CONWAY, President and Chief Financial Officer July 31, 2002 		QUARTERLY REPORT TO THE LIMITED PARTNERS 			OF DSI REALTY INCOME FUND XI DEAR LIMITED PARTNERS: We are pleased to enclose the Partnership's unaudited financial statements for the period ended June 30, 2002. The following is Management's discussion and analysis of the Partnership's financial condition and results of its operations. For the three month periods ended June 30, 2002 and 2001, total revenues decreased 3.4% from $582,203 to $562,263 and total expenses decreased 2.2% from $339,637 to $332,167 and other income decreased from $880 to $121. As a result, net income decreased 5.4% from $243,446 for the three-month period ended June 30, 2001, to $230,217 for the same period in 2002. Rental revenue decreased as a result of lower occupancy levels. Occupancy levels for the Partnership's four mini-storage facilities averaged 85.1% for the three- month period ended June 30, 2002 as compared to 88.2% for the same period in 2001. The Partnership is continuing its marketing efforts to attract and keep new tenants in its various mini-storage facilities. Operating expenses decreased approximately $22,900 (7.5%) primarily as a result of lower ad- vertising, maintenance and repair and security alarm services expenses, partially offset by lower workers compensation insurance expense. General and administrative expenses increased approximately $15,400 (45.8%) primarily as a result of higher legal and professional and equipment and computer lease expenses. For the six-month periods ended June 30, 2002, and 2001, total revenues increased 1.9% from $1,169,624 to $1,191,486 and total expenses increased 3.4% from $642,515 to $664,626 and other income decreased from $2,025 to $371. As a result, net income decreased 0.4% from $529,134 for the six- month period ended June 30, 2001, to $527,231 for the same period in 2002. Rental revenue remained relatively constant. Operating expenses increased approximately $5,100 (0.9%) primarily as a result of higher maintenance and repair, workers compensation insurance and bank and credit card fee expenses, partially offset by decreases in advertising, security alarm services and travel expenses. General and administrative expenses increased approximately $17,000 (21.8%) for the same reasons as discussed above. On April 5, 2002, the General Partners received a copy of a hostile tender offer from MacKenzie Patterson, Inc. and associated corporations and limited partnerships to purchase all of the Units in the Partnership. This offer was also filed with the Securities and Exchange Commission on the same date. The General Partners have determined that the hostile tender offer was not in the best interests of the Limited Partners, that the tender offer was grossly inadequate given the performance history of the Limited Partnership and the inherent value of the Units, and recommended that the Limited Parners reject the hostile tender offer and not tender their Units pursuant thereto. The offer was subsequently increased and extended to June 30, 2002 and again to July 22, 2002. The General Partners' initial determination regarding the offer has not changed. Prior to the expiration date of the offer, Limited Partners tendered 30 Units representing 0.150% of the outstanding Units of the Partnership. The General Partners plan to continue their policy of funding the continuing improvement and maintenance of Partnership properties with cash generated from operations. The Partnership's financial resources appear to be adequate to meet its needs. We are not enclosing a copy of the Partnership Form 10-Q as filed with the Securities and Exchange Commission since all the information set forth therein is contained either in this letter or in the attached financial statements. However, if you wish to receive a copy of said report, please send a written request to DSI Realty Income Fund XI, P.O. Box 357, Long Beach, California 90801. Very truly yours, DSI REALTY INCOME FUND XI By: DSI Properties, Inc., as General Partner By /s/ Robert J. Conway ____________________________ ROBERT J. CONWAY, President DSI REALTY INCOME FUND XI (A California Real Estate Limited Partnership) BALANCE SHEETS(UNAUDITED) JUNE 30, 2002 AND DECEMBER 31, 2001 June 30, December 31, 2002 2001 ASSETS CASH AND CASH EQUIVALENTS $ 704,927 $ 451,762 PROPERTY,NET 4,647,648 4,790,794 OTHER ASSETS 49,414 51,241 TOTAL $5,401,989 $5,293,797 LIABILITIES AND PARTNERS' EQUITY (DEFICIT) LIABILITIES $ 320,542 $ 335,541 PARTNERS' EQUITY(DEFICIT): General Partners (38,852) (40,084) Limited Partners 5,120,299 4,998,340 Total partners' equity 5,081,447 4,958,256 TOTAL $5,401,989 $5,293,797 See accompanying notes to financial statements(unaudited). STATEMENTS OF INCOME (UNAUDITED) FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001 June 30, June 30, 2002 2001 REVENUES: Rental Income $ 562,263 $ 582,203 EXPENSES: Operating 283,159 306,048 General and administrative 49,008 33,589 Total expenses 332,167 339,637 OPERATING INCOME 230,096 242,566 OTHER INCOME Interest 121 880 NET INCOME $ 230,217 $ 243,446 AGGREGATE NET INCOME ALLOCATED TO: Limited partners $ 227,915 $ 241,012 General partners 2,302 2,434 TOTAL $ 230,217 $ 243,446 NET INCOME PER LIMITED PARTNERSHIP UNIT $ 11.40 $ 12.05 LIMITED PARTNERSHIP UNITS USED IN PER UNIT CALCULATION 20,000 20,000 See accompanying notes to financial statements(unaudited). STATEMENTS OF INCOME (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 June 30, June 30, 2002 2001 REVENUES: Rental income $1,191,486 $1,169,624 EXPENSES: Operating 569,512 564,392 General and administrative 95,114 78,123 Total expenses 664,626 642,515 OPERATING INCOME 526,860 527,109 OTHER INCOME Interest 371 2,025 NET INCOME $ 527,231 $ 529,134 AGGREGATE NET INCOME ALLOCATED TO: Limited Partners 521,959 523,843 General Partners 5,272 5,291 TOTAL $ 527,231 $ 529,134 NET INCOME PER LIMITED PARTNERSHIP UNIT $26.10 $26.19 LIMITED PARTNERSHIP UNITS USED IN PER UNIT CALCULATION 20,000 20,000 See accompanying notes to financial statements(unaudited). STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)(UNAUDITED) FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001 GENERAL LIMITED PARTNERS PARTNERS TOTAL BALANCE AT JANUARY 1, 2002 ($40,084) $4,998,340 $4,958,256 NET INCOME 5,272 521,959 527,231 DISTRIBUTIONS (4,040) (400,000) (404,040) BALANCE AT JUNE 30, 2002 ($38,852) $5,120,299 $5,081,447 See accompanying notes to financial statements(unaudited). STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001 June 30, June 30, 2002 2001 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 527,231 $ 529,134 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 159,396 159,396 Changes in assets and 	liabilities: Decrease(increase)in other assets 1,827 (6,000) (Decrease)increase in liabilities (14,999) 10,501 Net cash provided by operating activities 673,455 693,031 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property (16,250) CASH FLOWS FROM FINANCING ACTIVITIES - Distributions to partners (404,040) (404,040) NET INCREASE CASH AND CASH EQUIVALENTS 253,165 288,991 CASH AND CASH EQUIVALENTS: At beginning of period 451,762 362,863 At end of period $ 704,927 $ 651,854 See accompanying notes to financial statements(unaudited). DSI REALTY INCOME FUND XI (A California Real Estate Limited Partnership) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. GENERAL DSI Realty Income Fund XI (the "Partnership"), a limited partnership, has three general partners (DSI Properties, Inc., Robert J. Conway and Joseph W. Conway) and limited partners owning 20,000 limited partnership units. The Partnership was formed under the California Uniform Limited Partnership Act for the primary purpose of acquiring and operating real estate. The accompanying financial information as of June 30, 2002, and for the periods ended June 30, 2002, and 2001 is unaudited. Such financial information includes all adjustments which are considered necessary by the Partnership's management for a fair presentation of the results for the periods indicated. 2. PROPERTY The Partnership holds a 90% interest in a joint venture that owns a mini- storage facility in Whittier, California; an 85% interest in an operating mini-storage in Edgewater Park, New Jersey; a 90% interest in an operating mini-storage facility in Bloomingdale, Illinois; and a 75% interest in an operating mini-storage in Sterling Heights, Michigan. As of June 30, 2002, the total property cost and accumulated depreciation are as follows: Land $ 1,894,250 Buildings 6,541,922 Furniture and equipment 7,594 Total 8,443,766 Less: Accumulated Depreciation ( 3,796,118) Property - Net $ 4,647,648 3. NET INCOME PER LIMITED PARTNERSHIP UNIT Net income per limited partnership unit is calculated by dividing the net income allocated to the limited partners by the number of limited partnership units outstanding during the period. DSI REALTY INCOME FUND XI Form 10-Q CERTIFICATION Each of the undersigned hereby certifies in his capacity as an officer of DSI Properties Inc. (corporate General Partner) of DSI REALTY INCOME FUND XI (the "Partnership") that the Quarterly Report of the Partnership on Form 10-Q for the periods ended June 30, 2002 fully complies with the requirements of Section 13(a) of the Securities and Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition of the Partnership at the end of such periods and the results of operations of the Partnership for such periods. ROBERT J. CONWAY, CEO RICHARD P. CONWAY, VP