Rule 424(b)(3)
                                             Registration No. 333-35557


                       TELECOMMUNICATIONS INCOME FUND XI, L.P.
                                          
                          Supplement Dated April 22, 1998
                                         to
                         Prospectus Dated December 23, 1997
                                          
                                          
I.   FEES TO THE GENERAL PARTNER

The General Partner will receive substantial fees in connection with the 
operation of the Partnership, regardless of whether investors receive a 
return of their investment.  These fees include an Acquisition Fee of 
equipment acquired and financing placed; Management Fees of  2% of payments 
received by the Partnership on account of its leasing and financing 
activities; Re-Leasing Fees equal to 2% of gross rental payments received 
from the re-lease of Equipment, Expense Reimbursements equal to the lesser of 
actual expenses incurred, or the amount the Partnership would be required to 
pay to an unaffiliated third party for similar services.  In addition, after 
Limited Partners have received a return of 100% of their original investment 
in the Partnership, plus a 9.6% annual return on their investment, and no 
less than an 8.0% annual, cumulative return, compounded daily, distribution 
based on their Adjusted Capital Contributions, the General Partner is also 
entitled to be paid 20% of any remaining Liquidating Distributions.  For a 
complete listing of the fees to be paid by Investors in connection with the 
Offering and the Partnership, please see the summary on page 23 of the 
Prospectus.

II.  TREATMENT OF DISTRIBUTIONS

The percentage amount discussed on page 74 of the Prospectus is a contractual 
term, not a projected rate of return.  The percentage amount relates solely 
to the point at which distributions will be counted as return of capital for 
the purpose of determining when Limited Partners have received the return to 
which they are entitled before the General Partner is entitled to begin to 
share in any profits of the Partnership.  The percentage rate on page 74 does 
not suggest any rate of return that a Limited Partner should expect, or will 
receive.

3.   RELATIONSHIP WITH INTELLICALL, INC.

Thomas J. Berthel, the president of the General Partner, is a director and 
shareholder of Intellicall, Inc. ("Intellicall"), which manufactures pay 
phone equipment.  Mr. Berthel has undertaken that he will not, in his 
capacity as a director of Intellicall, vote on any matters relating to 
dealings between Intellicall and the Partnership.  In addition, the 
Partnership will not purchase any equipment from Intellicall for the purpose 
of lease, or otherwise, unless the terms of such purchase have been 
negotiated by a third party lessee for the use of which the Partnership is 
acquiring the equipment.




III. SATISFACTION OF ESCROW CONDITIONS AND CLOSING.

On February 18, 1998, the General Partner determined that sales of Units 
exceeding the minimum offering amount of $1,200,000 had been achieved.  On 
that same date, First National Bank Iowa, the Escrow Agent for the Offering, 
released to the Partnership $1,278,000 from the escrow fund holding the funds 
of investors who had subscribed prior to that date, of which $1,118,250 was 
immediately available for investment.

IV.  INVESTMENTS OF PARTNERSHIP FUNDS.

As of March 5, 1998, the Partnership had entered into three (3) leases having 
a total equipment cost of $312,601.  In addition, as of March 5, 1998, the 
Partnership had entered into notes, involving the advance by the Partnership 
of $241,290.

V.   ESTABLISHMENT OF RESERVES AGAINST LOSSES IN PRIOR PROGRAMS OPERATED BY 
     THE GENERAL PARTNER.

Two other programs managed by the General Partner, Telecommunications Income 
Fund IX, L.P. ("TIF IX") and Telecommunications Income Fund X, L.P. ("TIF 
X"), have experienced defaults on leases and notes with North American 
Communications Group, Inc. ("NAC").  NAC had total obligations to TIF IX as 
of December 31, 1997 in the net amount of $1,596,739, and total obligations 
to TIF X as of that date in the net amount of $3,140,959.  On February 20, 
1998, TIF IX and TIF X filed a lawsuit to foreclose on the collateral granted 
by NAC in connection with the notes and the equipment held by NAC pursuant to 
the leases.  On March 5, 1998, the General Partner decided to reserve the 
full value carried on the financial statements of TIF IX and TIF X, with 
respect to leases and notes with NAC, as of December 31, 1997.  Leases and 
notes with NAC constitute 12% and 15% of the portfolios of TIF IX and TIF X, 
respectively.  In the event the loss reserve amounts are not recovered 
through litigation with NAC, the overall performance of TIF IX and TIF X may 
be materially negatively affected.