SC 14D1/A

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                         SCHEDULE 14D-1

           Tender Offer Statement Pursuant to Section
         14(d)(1) of the Securities Exchange Act of 1934
                       (Amendment No. 15)*

                MCNEIL REAL ESTATE FUND XI, LTD.
               (Name of Subject Company [Issuer])

                 HIGH RIVER LIMITED PARTNERSHIP
                          CARL C. ICAHN
                            (Bidders)

                    LIMITED PARTNERSHIP UNITS
                 (Title of Class of Securities)

                           582568 87 9
              (CUSIP Number of Class of Securities)

                    Keith L. Schaitkin, Esq.
          Gordon Altman Butowsky Weitzen Shalov & Wein
                114 West 47th Street, 20th Floor
                    New York, New York 10036
                         (212) 626-0800
                                                                 
  (Name, Address and Telephone Number of Person Authorized to 
     Receive Notices and Communications on Behalf of Bidder)

Calculation of Filing Fee
- -------------------------------------------------------------------
Transaction                         Amount of filing fee: $906.14
Valuation*: $4,530,708
- -------------------------------------------------------------------
     * For purposes of calculating the fee only.  This amount
assumes the purchase of 71,916 units of limited partnership
interest (the "Units") of the subject partnership for $63.00 per
Unit.  The amount of the filing fee, calculated in accordance with
Rule 0-11(d) under the Securities Exchange Act of 1934, as amended,
equals 1/50th of one percent of the aggregate of the cash offered
by the bidder.

     [X] Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid.  Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.

Amount Previously Paid:   $906.14
Form or Registration No.: Schedule 14D-1, dated August 3, 1995
Filing Party: High River Limited Partnership & Carl C. Icahn
Date Filed:  August 4, 1995

     *The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

     The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).


               AMENDMENT NO. 15 TO SCHEDULE 14D-1

     This Amendment No. 15 to Schedule 14D-1 amends and supplements
the Tender Offer Statement on Schedule 14D-1 filed by High River
Limited Partnership, a Delaware limited partnership ("High River"),
Riverdale Investors Corp., Inc., a Delaware corporation
("Riverdale"), and Carl C. Icahn, a citizen of the United States
(collectively, the "Reporting Persons") with the U.S. Securities
and Exchange Commission (the "Commission") on August 4, 1995, as
amended by Amendment No. 1 filed with the Commission on August 9,
1995, Amendment No. 2 filed with the Commission on August 14, 1995,
Amendment No. 3 filed with the Commission on August 18, 1995,
Amendment No. 4 filed with the Commission on August 21, 1995,
Amendment No. 5 filed with the Commission on August 22, 1995,
Amendment No. 6 filed with the Commission on August 25, 1995,
Amendment No. 7 filed with the Commission on August 31, 1995,
Amendment No. 8 filed with the Commission on September 7, 1995,
Amendment No. 9 filed with the Commission on September 8, 1995,
Amendment No. 10 filed with the Commission on September 12, 1995,
Amendment No. 11 filed with the Commission on September 15, 1995,
Amendment No. 12 filed with the Commission on September 15, 1995,
Amendment No. 13 filed with the Commission on September 18, 1995,
and Amendment No. 14 filed with the Commission on September 28,
1995.  All capitalized terms used herein but not otherwise defined
shall have the meanings ascribed to such terms in the Offer to
Purchase dated August 3, 1995, as amended and supplemented from
time to time (the "Offer to Purchase") and the related Assignment
of Partnership Interest (collectively with the Offer to Purchase,
the "Offer").

Item 10.  Additional Information

     Item 10(f) is hereby amended to add the following:

          (f)  The information set forth in Exhibit 30 attached
hereto is incorporated herein by reference.

Item 11.  Materials to be Filed as Exhibits.

     The following document is filed as an exhibit to this Schedule
14D-1:

     (a)

     Exhibit 30     Press release dated September 29, 1995





                           SIGNATURES


          After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.

Dated:  September 29, 1995


                         HIGH RIVER LIMITED PARTNERSHIP

                         By:  Riverdale Investors Corp., Inc.
                         Title:  General Partner



                         By: /s/ Edward E. Mattner
                              Edward E. Mattner
                         Title:  President


                         RIVERDALE INVESTORS CORP., INC.


                         By: /s/ Edward E. Mattner
                              Edward E. Mattner
                         Title:  President



                         /s/  Theodore Altman
                              Carl C. Icahn
                         By:  Theodore Altman as
                              Attorney-in-fact







             [Signature Page for Amendment No. 15 to
         McNeil Real Estate Fund XI, L.P. Schedule 14D-1]

                          EXHIBIT INDEX

                                                      Page Number
                                                      -----------
Exhibit 30     Press Release dated September 29,
               1995

EX-20

FOR IMMEDIATE RELEASE        Contact:  D.F. King & Co., Inc.
                                              (800) 628-8538


HIGH RIVER TENDER OFFERS FOR McNEIL
LIMITED PARTNERSHIPS


          New York, New York, September 29, 1995 -- High River
Limited Partnership ("High River"), an affiliate of Carl C.
Icahn, announced today that it is supplementing its offers to
purchase (the "Offers to Purchase") regarding its tender
offers for units of limited partnership interest in each of
McNeil Pacific Investors Fund 1972, McNeil Real Estate Fund V,
Ltd., McNeil Real Estate Fund IX, Ltd., McNeil Real Estate
Fund X, Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real
Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd.,
McNeil Real Estate Fund XX, L.P., McNeil Real Estate Fund
XXIV, L.P. and McNeil Real Estate Fund XXV, L.P.  The
supplements are being delivered for mailing to unitholders. 
High River has waived the conditions set forth in clauses (e)
and (f) of Section 14 of the Offers to Purchase and that
waiver is reflected in the supplements.