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       March 31, 1997
                          ------------------------------------------------------


                                       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  0-14268
                           ----------


                       MCNEIL REAL ESTATE FUND XXII, L.P.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)





         California                             33-0085680
--------------------------------------------------------------------------------
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                 Identification No.)




             13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240
--------------------------------------------------------------------------------
           (Address of principal executive offices)         (Zip code)



Registrant's telephone number, including area code   (972) 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 XXII, L.P.

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
------- --------------------

                                 BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           March 31,         December 31,
                                                                             1997                1996
                                                                       ----------------     --------------
<S>                                                                    <C>                  <C>
ASSETS
------
Real estate investments:
   Land.....................................................           $       380,414      $      380,414
   Buildings and improvements...............................                10,085,363          10,084,053
                                                                        --------------       -------------
                                                                            10,465,777          10,464,467
   Less:  Accumulated depreciation..........................                (5,252,535)         (5,145,775)
                                                                        --------------       -------------
                                                                             5,213,242           5,318,692

Cash and cash equivalents...................................                   683,171             602,462
Cash segregated for security deposits.......................                    66,846              66,510
Accounts receivable.........................................                     7,877               4,614
Escrow deposits.............................................                   126,642             160,642
Prepaid expenses and other assets, net......................                    10,393              11,445
                                                                        --------------       -------------
                                                                       $     6,108,171      $    6,164,365
                                                                        ==============       =============

LIABILITIES AND PARTNERS' DEFICIT
---------------------------------

Mortgage note payable, net..................................           $     5,967,218      $    5,979,501
Accounts payable and accrued expenses.......................                    56,899              90,572
Accrued property taxes .....................................                    50,250              66,427
Payable to affiliates - General Partner.....................                 1,804,872           1,756,367
Security deposits and deferred rental revenue...............                    68,287              65,571
                                                                        --------------       -------------
                                                                             7,947,526           7,958,438
                                                                        --------------       -------------

Partners' deficit:
   Limited  partners - 55,000,000 Units authorized;
     32,815,117 and 33,176,117 Units issued and outstanding
     at March 31, 1997 and December 31, 1996, respectively
     (19,567,088 and 19,688,088 Current Income Units
     outstanding at March 31, 1997 and December 31, 1996,
     respectively,  and  13,248,029  and 13,310,029
     Growth/Shelter Units outstanding at March 31, 1997
     and December 31, 1996, respectively)...................                (1,585,985)         (1,541,156)
   General Partner..........................................                  (253,370)           (252,917)
                                                                        --------------       -------------
                                                                            (1,839,355)         (1,794,073)
                                                                        --------------       -------------
                                                                       $     6,108,171      $    6,164,365
                                                                        ==============       =============
</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 XXII, L.P.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                      March 31,
                                                                           ---------------------------------
                                                                                1997                1996
                                                                           --------------    ---------------
Revenue:
<S>                                                                        <C>               <C>
   Rental revenue ............................................             $      558,423    $       556,155
   Interest...................................................                      8,704              7,694
                                                                            -------------      -------------
     Total revenue.............................................                   567,127            563,849
                                                                            -------------      -------------

Expenses:
   Interest....................................................                   138,763            145,934
   Depreciation and amortization...............................                   106,760            102,558
   Property taxes..............................................                    50,250             42,972
   Personnel expenses..........................................                    78,956             84,194
   Utilities...................................................                    48,504             42,810
   Repair and maintenance......................................                    64,828             52,115
   Property management fees -affiliates........................                    27,965             27,572
   Other property operating expenses...........................                    26,966             26,748
   General and administrative..................................                    21,513             15,487
   General and administrative - affiliates.....................                    47,904             56,486
                                                                            -------------      -------------
     Total expenses............................................                   612,409            596,876
                                                                            -------------      -------------

Net loss.......................................................            $      (45,282)   $       (33,027)
                                                                            =============     ==============

Net loss allocable to limited partners -
   Current Income Unit.........................................            $       (4,075)   $        (2,973)
Net loss allocable to limited partners -
   Growth/Shelter Unit.........................................                   (40,754)           (29,724)
Net loss allocable to General Partner..........................                      (453)              (330)
                                                                            -------------      -------------
Net loss.......................................................            $      (45,282)   $       (33,027)
                                                                            =============     ==============

Net loss per thousand limited partnership units:
Current Income Units...........................................            $         (.21)   $          (.15)
                                                                            =============     ==============

Growth/shelter Units...........................................            $        (3.08)   $         (2.23)
                                                                            =============     ==============

</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 XXII, L.P.

                         STATEMENTS OF PARTNERS' DEFICIT
                                   (Unaudited)

               For the Three Months Ended March 31, 1997 and 1996


<TABLE>
<CAPTION>
                                                                                                   Total
                                                     General                 Limited               Partners'
                                                     Partner                 Partners              Deficit
                                                 ---------------         ---------------       ---------------
<S>                                              <C>                     <C>                   <C>
Balance at December 31, 1995..............       $     (250,709)         $   (1,168,315)       $   (1,419,024)

Net loss
   General Partner........................                 (330)                      -                  (330)
   Current Income Units...................                    -                  (2,973)               (2,973)
   Growth/Shelter Units...................                    -                 (29,724)              (29,724)
                                                  -------------           -------------         -------------
Total net loss............................                 (330)                (32,697)              (33,027)
                                                  -------------           -------------         -------------

Balance at March 31, 1996.................       $     (251,039)         $   (1,201,012)       $   (1,452,051)
                                                  =============           =============         =============


Balance at December 31, 1996..............       $     (252,917)         $   (1,541,156)       $   (1,794,073)

Net loss
   General Partner........................                 (453)                      -                  (453)
   Current Income Units...................                    -                  (4,075)               (4,075)
   Growth/Shelter Units...................                    -                 (40,754)              (40,754)
                                                  -------------           -------------         -------------
Total net loss............................                 (453)                (44,829)              (45,282)
                                                  -------------           -------------         -------------

Balance at March 31, 1997.................       $     (253,370)         $   (1,585,985)       $   (1,839,355)
                                                  =============           =============         =============
</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 XXII, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                      Increase in Cash and Cash Equivalents
<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                  March 31,
                                                                 ------------------------------------------
                                                                        1997                     1996
                                                                 ------------------        ----------------

Cash flows from operating activities:
<S>                                                              <C>                       <C>
   Cash received from tenants........................            $         557,202         $       561,968
   Cash paid to suppliers............................                     (275,692)               (271,782)
   Cash paid to affiliates...........................                      (27,364)                (28,132)
   Interest received.................................                        8,704                   7,694
   Interest paid.....................................                     (129,182)               (136,749)
   Property taxes paid and escrowed..................                      (29,656)                (36,792)
                                                                  ----------------          --------------
Net cash provided by operating activities............                      104,012                  96,207
                                                                  ----------------          --------------

Cash flows from investing activities:
   Additions to real estate investments..............                       (1,310)                (18,362)
                                                                 -----------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage note
     payable.........................................                      (21,993)                (20,511)
                                                                 -----------------          --------------

Net increase in cash and cash equivalents............                       80,709                  57,334

Cash and cash equivalents at beginning of
   period............................................                      602,462                 629,747
                                                                  ----------------          --------------

Cash and cash equivalents at end of period...........            $         683,171         $       687,081
                                                                  ================          ==============
</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 XXII, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

               Reconciliation of Net Loss to Net Cash Provided by
                              Operating Activities

<TABLE>
<CAPTION>
                                                                            Three Months Ended
                                                                                 March 31,
                                                                  -----------------------------------------
                                                                        1997                     1996
                                                                  -----------------        ----------------
<S>                                                               <C>                      <C>
Net loss.............................................             $        (45,282)        $       (33,027)
                                                                   ---------------          --------------

Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation and amortization.....................                      106,760                 102,558
   Amortization of discounts on mortgage
     note payable....................................                        9,710                   9,305
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                         (336)                  7,560
     Accounts receivable.............................                       (3,263)                 (5,900)
     Escrow deposits.................................                       34,000                  31,458
     Prepaid expenses and other assets...............                        1,052                   1,102
     Accounts payable and accrued expenses...........                      (33,673)                (50,949)
     Accrued property taxes..........................                      (16,177)                (22,929)
     Payable to affiliates - General Partner.........                       48,505                  55,926
     Security deposits and deferred rental
       revenue.......................................                        2,716                   1,103
                                                                   ---------------          --------------
       Total adjustments.............................                      149,294                 129,234
                                                                   ---------------          --------------

Net cash provided by operating activities............             $        104,012         $        96,207
                                                                   ===============          ==============
</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 XXII, L.P.

                          Notes to Financial Statements
                                   (Unaudited)

                                 March 31, 1997

NOTE 1.
-------

McNeil Real Estate  Fund XXII,  L.P.,  (the  "Partnership"),  formerly  known as
Southmark  Realty  Partners  II, Ltd.,  was  organized on November 30, 1984 as a
limited  partnership  under the  provisions of the  California  Revised  Limited
Partnership Act to acquire and operate  commercial and  residential  properties.
The general  partner of the Partnership is McNeil  Partners,  L.P. (the "General
Partner"),  a Delaware  limited  partnership,  an  affiliate of Robert A. McNeil
("McNeil").  The principal place of business for the Partnership and the General
Partner is 13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240.

In the opinion of management,  the financial  statements reflect all adjustments
necessary for a fair  presentation of the Partnership's  financial  position and
results  of  operations.  All  adjustments  were of a normal  recurring  nature.
However, the results of operations for the three months ended March 31, 1997 are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 1997.

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,  1996,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil Real Estate Fund XXII,  L.P.,  c/o The Herman Group,  2121 San Jacinto
St., 26th Floor, Dallas, Texas 75201.

NOTE 3.
-------

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

NOTE 4.
-------

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  The  Partnership  has suffered
recurring losses from operations and the Partnership's  only property is in need
of major capital improvements in order to maintain occupancy and rental rates at
a level to continue to support operations and debt service.  Harbour Club III is
part of a four-phase apartment complex located in Belleville, Michigan. Phases I
and II of the complex are owned by partnerships in which McNeil  Partners,  L.P.
is the general  partner;  while Phase IV is owned by University Real Estate Fund
12, Ltd., ("UREF 12") whose general partner is an affiliate of Southmark. McREMI
had been managing all four phases of the complex until December  1992,  when the
property  management   agreement  between  McREMI  and  UREF  12  was  canceled.



<PAGE>

Additionally,  in January  1993,  Phase I defaulted on its mortgage  loan to the
United States  Department of Housing and Urban Development  ("HUD"),  the former
mortgage holder, and, unless a refinancing agreement can be reached with the new
mortgage holder,  the property is subject to foreclosure.  If Phase I is lost to
foreclosure,  it would be  extremely  difficult  to  operate  Phases  II and III
because the pool and  clubhouse are located in Phase I. As of March 31, 1997, no
steps have been taken towards the foreclosure of Phase I. These conditions raise
substantial  doubt  about  the  Partnership's  ability  to  continue  as a going
concern.  The  financial  statements do not include any  adjustments  that might
result from the outcome of these uncertainties.

NOTE 5.
-------

The  Partnership  pays property  management fees equal to 5% of the gross rental
receipts for its  residential  property to McNeil Real Estate  Management,  Inc.
("McREMI"),  an affiliate  of McNeil,  for  providing  property  management  and
leasing services.

The  Partnership  reimburses  McREMI  for  its  costs,  including  overhead,  of
administering the Partnership's affairs.

The  Partnership  is incurring an asset  management  fee which is payable to the
General  Partner.  Through 1999, the asset management fee is calculated as 1% of
the  Partnership's  tangible asset value.  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. The fee percentage
decreases  subsequent to 1999. Total accrued but unpaid asset management fees of
$1,167,515 were outstanding at March 31, 1997.

Compensation  and  reimbursements  paid to or  accrued  for the  benefit  of the
General Partner and its affiliates are as follows:

                                                       Three Months Ended
                                                             March 31,
                                                    -------------------------
                                                        1997           1996
                                                    ----------     ----------

Property management fees....................        $   27,965     $   27,572
Charged to general and administrative -
   affiliates:
   Partnership administration...............            15,667         22,789
   Asset management fee.....................            32,237         33,697
                                                     ---------      ---------
                                                    $   75,869     $   84,058
                                                     =========      =========







<PAGE>

ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
-------       ---------------------------------------------------------------
              RESULTS OF OPERATIONS
              ---------------------

FINANCIAL CONDITION
-------------------

The  Partnership  reported a net loss of $45,282 for the first  three  months of
1997 as compared to $33,027 for the same period in 1996.

Harbour  Club  III  is  part  of  a  four-phase  apartment  complex  located  in
Belleville,  Michigan.  Phases I and II of the complex are owned by partnerships
in which McNeil Partners,  L.P. is the general partner;  while Phase IV is owned
by University Real Estate Fund 12, Ltd.,  ("UREF 12").  McREMI had been managing
all four phases of the complex until December 1992, when the property management
agreement  between  McREMI and UREF 12 was  canceled.  Additionally,  in January
1993, Phase I defaulted on the mortgage loan to HUD, the former mortgage holder,
and unless a refinancing  agreement can be reached with the new mortgage holder,
the property is subject to foreclosure.  If Phase I is lost to  foreclosure,  it
would be extremely  difficult to operate  Phases II and III because the pool and
clubhouse are located in Phase I.

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

Revenue:

Total  Partnership  revenues  were $567,127 for the three months ended March 31,
1997 as  compared to $563,849  for the same period of 1996.  Rental  revenue was
$558,423 for the first three months of 1997, and remained comparable to $556,155
for the same period in 1996.  Interest income for the first three months of 1997
increased slightly by $1,010 as compared to prior period.

Expenses:

Total expenses  increased to $612,409 for the three months ended March 31, 1997,
as compared to $596,876 for the same period in 1996.

Property taxes increased $7,278 or 17% for the three months ended March 31, 1997
as compared to the same period of 1996 due to increased property tax accrual for
Harbour Club III Apartments.

Repairs and maintenance expense increased by $12,713 or 24% for the three months
ended March 31, 1997 as compared to the same period of last year.  The  increase
can be attributed to an increase in the replacement of appliances, which met the
Partnership's criteria for capitalization of replacements in 1996, were expensed
in 1997.

General and  administrative  expenses  increased  by $6,026 or 39% for the three
months ended March 31, 1997 as compared to the same period of 1996. The increase
was due to fees paid to a non-affiliate relating to investor services.  Prior to
1997,  such costs were  reimbursed  to McREMI and were  included  in general and
administrative - affiliates.

General and  administrative  - affiliates  decreased $8,582 or 15% for the three
months  ended March 31,  1997 as  compared to the same period of 1996.  This was
attributable to costs of investor services discussed above.
<PAGE>

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

The Partnership was provided $104,012 of cash by operating activities during the
first three months of 1997 as compared to $96,207 for the same period in 1996.

Cash used for  additions to real estate was $1,310 during the first three months
of 1997 as compared to $18,362 during the same period of 1996.

Cash used for principal payments on mortgage note payable was $21,993 during the
first three months of 1997 as compared to $20,511 for the same period of 1996.

Short-term liquidity:

At March 31, 1997, the Partnership  held $683,171 of cash and cash  equivalents.
The General Partner considers this level of cash reserves to be adequate to meet
the Partnership's operating needs. The General Partner believes that anticipated
operating results for 1997 will be sufficient to fund the Partnership's budgeted
capital  improvements  for  1997  and  to  repay  the  current  portion  of  the
Partnership's  mortgage  note.  Effective  January 23, 1997,  the mortgage  note
payable was sold by HUD to an unaffiliated  buyer. The Partnership is attempting
to negotiate a  restructuring  or  refinancing of the mortgage note with the new
lender.

Long-term liquidity:

The Partnership  determined to evaluate market and other economic  conditions to
establish the optimum time to commence liquidation of the Partnership's asset in
accordance with the terms of the Amended Partnership  Agreement.  Although there
can be no  assurance  as to the  timing of the  liquidation  due to real  estate
market conditions, the general difficulty of disposing of real estate, and other
general economic  factors,  it is anticipated that such liquidation would result
in the dissolution of the Partnership followed by a liquidating  distribution to
Unit holders by December 2001.

Distributions:

To maintain adequate cash balances of the Partnership,  distributions to Current
Income Unit holders were suspended in 1988.  There have been no distributions to
Growth/Shelter  Units  holders.   Distributions  to  Unit  holders  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 Unit holders.

                           PART II. OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS
-------      -----------------

James F.  Schofield,  Gerald C. Gillett,  Donna S. Gillett,  Jeffrey  Homburger,
Elizabeth Jung,  Robert Lewis, and Warren Heller et al. v. McNeil Partners L.P.,
McNeil Investors,  Inc., McNeil Real Estate Management,  Inc., Robert A. McNeil,
Carole J. McNeil,  McNeil Pacific  Investors Fund 1972, Ltd., McNeil Real Estate
Fund IX,  Ltd.,  McNeil Real  Estate  Fund X, Ltd.,  McNeil Real Estate Fund XI,
Ltd.,  McNeil  Real Estate Fund XII,  Ltd.,  McNeil Real Estate Fund XIV,  Ltd.,



<PAGE>
McNeil Real Estate Fund XV, Ltd.,  McNeil Real Estate Fund XX, L.P., McNeil Real
Estate Fund XXI, L.P.,  McNeil Real Estate Fund XXII,  L.P.,  McNeil Real Estate
Fund XXIV,  L.P.,  McNeil Real Estate  Fund XXV,  L.P.,  McNeil Real Estate Fund
XXVI, L.P., and McNeil Real Estate Fund XXVII,  L.P., et al. - Superior Court of
the State of California for the County of Los Angeles,  Case No. BC133799 (Class
and Derivative Action Complaint).

The action involves  purported  class and derivative  actions brought by limited
partners of each of the fourteen limited partnerships that were named as nominal
defendants as listed above (the  "Partnerships").  Plaintiffs allege that McNeil
Investors, Inc., its affiliate McNeil Real Estate Management,  Inc. and three of
their senior officers and/or directors (collectively, the "Defendants") breached
their  fiduciary  duties and certain  obligations  under the respective  Amended
Partnership  Agreement.  Plaintiffs  allege that  Defendants  have rendered such
Units highly illiquid and  artificially  depressed the prices that are available
for Units on the resale market.  Plaintiffs also allege that Defendants  engaged
in a course of conduct to prevent the  acquisition  of Units by an  affiliate of
Carl  Icahn  by  disseminating  purportedly  false,  misleading  and  inadequate
information.  Plaintiffs  further allege that Defendants  acted to advance their
own personal  interests at the expense of the Partnerships'  public unit holders
by failing to sell Partnership  properties and failing to make  distributions to
unitholders.

On December 16, 1996, the Plaintiffs filed a consolidated and amended complaint.
Plaintiffs  are suing for breach of  fiduciary  duty,  breach of contract and an
accounting,  alleging,  among other things, that the management fees paid to the
McNeil affiliates over the last six years are excessive,  that these fees should
be reduced retroactively and that the respective Amended Partnership  Agreements
governing the Partnerships are invalid.

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing  the  consolidated  and  amended   complaint  with  leave  to  amend.
Plaintiffs  have until May 27, 1997 to file a second amended  complaint,  unless
otherwise agreed to by the parties.

<PAGE>


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K
-------    --------------------------------

(a)      Exhibits.

         Exhibit
         Number                     Description
         -------                    -----------

         4.                         Amended  and  Restated  Limited  Partnership
                                    Agreement     dated    March    26,    1992.
                                    (Incorporated  by  reference  to the Current
                                    Report of the  Registrant  on Form 8-K dated
                                    March 26, 1992, as filed on April 9, 1992).

         11.                        Statement   regarding  computation  of   Net
                                    Income    (Loss)   per   Thousand    Limited
                                    Partnership  Units:  Net  income  (loss) per
                                    thousand   limited   partnership   units  is
                                    computed  by  dividing  net  income   (loss)
                                    allocated  to the  limited  partners  by the
                                    weighted    average    number   of   limited
                                    partnership units  outstanding  expressed in
                                    thousands.  Per  unit  information  has been
                                    computed based on 19,567 and 19,818 weighted
                                    average  Current Income Units (in thousands)
                                    outstanding in 1997 and 1996,  respectively,
                                    and  13,248  and  13,358  weighted   average
                                    Growth/Shelter    Units    (in    thousands)
                                    outstanding in 1997 and 1996, respectively.

         27.                        Financial   Data   Schedule for  the quarter
                                    ended March 31, 1997.


(b)      Reports on Form 8-K. There were no reports on Form 8-K filed during the
         quarter ended March 31, 1997.



<PAGE>


                       MCNEIL REAL ESTATE FUND XXII, L.P.

                                   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:



                               McNEIL REAL ESTATE FUND XXII, L.P.

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

                                    By: McNeil Investors, Inc., General Partner





May 15, 1997                        By:  /s/  Ron K. Taylor
--------------                          ----------------------------------------
Date                                    Ron K. Taylor
                                        President and Director of McNeil
                                         Investors, Inc.
                                        (Principal Financial Officer)




May 15, 1997                        By:  /s/  Carol A. Fahs
--------------                          ----------------------------------------
Date                                    Carol A. Fahs
                                        Vice President of McNeil Investors, Inc.
                                        (Principal Accounting Officer)