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 quarterly period ended         June 30, 1998
                                   ---------------------------------------------


                                       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>
                          PART I. FINANCIAL INFORMATION

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

                       MCNEIL REAL ESTATE FUND XXII, L.P.

                                 BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     June 30,           December 31,
                                                                       1998                 1997
                                                                   ------------         ------------
ASSETS
------

Real estate investments:
<S>                                                                <C>                  <C>         
   Land ...................................................        $    380,414         $    380,414
   Buildings and improvements .............................          10,770,693           10,595,887
                                                                   ------------         ------------
                                                                     11,151,107           10,976,301
   Less:  Accumulated depreciation ........................          (5,864,371)          (5,586,872)
                                                                   ------------         ------------
                                                                      5,286,736            5,389,429

Cash and cash equivalents .................................             883,904              794,630
Cash segregated for security deposits .....................              68,086               67,510
Accounts receivable .......................................              14,398               11,508
Escrow deposits ...........................................             108,905               68,310
Prepaid expenses and other assets .........................               9,000                9,953
                                                                   ------------         ------------
                                                                   $  6,371,029         $  6,341,340
                                                                   ============         ============

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

Mortgage note payable, net ................................        $  5,899,861         $  5,928,021
Accounts payable and accrued expenses .....................             153,389              114,584
Accrued property taxes ....................................              85,002               68,129
Payable to affiliates - General Partner ...................           2,024,658            1,933,837
Security deposits and deferred rental revenue .............              70,640               69,670
                                                                   ------------         ------------
                                                                      8,233,550            8,114,241
                                                                   ------------         ------------

Partners' deficit:
   Limited  partners - 55,000,000  Units  authorized;
     32,736,117 and 32,815,117 Units issued and outstanding
     at June 30, 1998 and December 31, 1997, respectively
     (19,493,088 and 19,567,088 Current Income Units out-
     standing at June 30, 1998 and December 31, 1997,
     respectively,  and 13,243,029   and 13,248,029
     Growth/Shelter Units outstanding at June 30, 1998
     and December 31, 1997, respectively) .................          (1,608,920)          (1,520,196)
   General Partner ........................................            (253,601)            (252,705)
                                                                   ------------         ------------
                                                                     (1,862,521)          (1,772,901)
                                                                   ------------         ------------
                                                                   $  6,371,029         $  6,341,340
                                                                   ============         ============
</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                      Six Months Ended
                                                    June 30,                                June 30,
                                        -------------------------------        -------------------------------
                                            1998               1997               1998                 1997
                                        -----------         -----------        -----------         -----------
Revenue:
<S>                                     <C>                 <C>                <C>                 <C>        
   Rental revenue ..............        $   617,700         $   586,276        $ 1,219,564         $ 1,144,699
   Interest ....................             10,214               8,956             22,275              17,660
                                        -----------         -----------        -----------         -----------
     Total revenue .............            627,914             595,232          1,241,839           1,162,359
                                        -----------         -----------        -----------         -----------

Expenses:
   Interest ....................            133,760             135,388            267,938             274,151
   Depreciation ................            139,933             110,288            277,499             217,048
   Property taxes ..............             42,501              50,250             85,002             100,500
   Personnel costs .............             70,245              63,571            154,120             142,527
   Utilities ...................             25,610              31,316             66,811              79,820
   Repair and maintenance ......             81,652              74,100            137,243             138,928
   Property management
     fees - affiliates .........             30,715              29,013             60,786              56,978
   Other property operating
     expenses ..................             22,684              25,765             41,205              52,731
   General and administrative ..             56,754              17,639            122,411              39,152
   General and administrative -
     affiliates ................             62,999              54,156            118,444             102,060
                                        -----------         -----------        -----------         -----------
     Total expenses ............            666,853             591,486          1,331,459           1,203,895
                                        -----------         -----------        -----------         -----------

Net income (loss) ..............        $   (38,939)        $     3,746        $   (89,620)        $   (41,536)
                                        ===========         ===========        ===========         ===========

Net income (loss) allocable
   to limited partners - Current
   Income Unit .................        $    (3,505)        $       337        $    (8,066)        $    (3,738)
Net income (loss) allocable
   to limited partners - Growth
   Shelter Unit ................            (35,045)              3,371            (80,658)            (37,383)
Net income (loss) allocable
   to General Partner ..........               (389)                 38               (896)               (415)
                                        -----------         -----------        -----------         -----------
Net income (loss) ..............        $   (38,939)        $     3,746        $   (89,620)        $   (41,536)
                                        ===========         ===========        ===========         ===========

Net income (loss) per thousand
 limited partnership units:
Current Income Units ...........        $      (.18)        $       .02        $      (.41)        $      (.19)
                                        ===========         ===========        ===========         ===========

Growth/Shelter Units ...........        $     (2.65)        $       .25        $     (6.09)        $     (2.82)
                                        ===========         ===========        ===========         ===========
</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 Six Months Ended June 30, 1998 and 1997

<TABLE>
<CAPTION>
                                                                                                   Total
                                                     General                 Limited               Partners'
                                                     Partner                 Partners              Deficit
                                                 ---------------         ---------------       ---------------
<S>                                              <C>                     <C>                   <C>            
Balance at December 31, 1996..............       $     (252,917)         $   (1,541,156)       $   (1,794,073)

Net loss
   General Partner........................                 (415)                      -                  (415)
   Current Income Units...................                    -                  (3,738)               (3,738)
   Growth/Shelter Units...................                    -                 (37,383)              (37,383)
                                                  -------------           -------------         -------------
Total net loss............................                 (415)                (41,121)              (41,536)
                                                  -------------           -------------         -------------

Balance at June 30, 1997..................       $     (253,332)         $   (1,582,277)       $   (1,835,609)
                                                  =============           =============         =============


Balance at December 31, 1997..............       $     (252,705)         $   (1,520,196)       $   (1,772,901)

Net loss
   General Partner........................                 (896)                      -                  (896)
   Current Income Units...................                    -                  (8,066)               (8,066)
   Growth/Shelter Units...................                    -                 (80,658)              (80,658)
                                                  -------------           -------------         -------------
Total net loss............................                 (896)                (88,724)              (89,620)
                                                  -------------           -------------         -------------

Balance at June 30, 1998..................       $     (253,601)         $   (1,608,920)       $   (1,862,521)
                                                  =============           =============         =============
</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 (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                              Six Months Ended
                                                                                   June 30,
                                                                 ------------------------------------------
                                                                        1998                     1997
                                                                 ------------------        ----------------

Cash flows from operating activities:
<S>                                                              <C>                       <C>            
   Cash received from tenants........................            $       1,224,040         $     1,145,368
   Cash paid to suppliers............................                     (488,727)               (376,140)
   Cash paid to affiliates...........................                      (88,409)                (85,957)
   Interest received.................................                       22,275                  17,660
   Interest paid.....................................                     (248,794)               (254,989)
   Property taxes paid and escrowed..................                     (108,724)                (59,312)
                                                                  ----------------          --------------
Net cash provided by operating activities............                      311,661                 386,630
                                                                  ----------------          --------------

Cash used in investing activities:
   Additions to real estate investments..............                     (174,806)                (57,420)
                                                                 -----------------          --------------

Cash used in financing activities:
   Principal payments on mortgage note
     payable.........................................                      (47,581)                (44,372)
                                                                 -----------------          --------------

Net increase in cash and cash equivalents............                       89,274                 284,838

Cash and cash equivalents at beginning of
   period............................................                      794,630                 602,462
                                                                  ----------------          --------------

Cash and cash equivalents at end of period...........            $         883,904         $       887,300
                                                                  ================          ==============
</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>
                                                               Six Months Ended
                                                                   June 30,
                                                        ----------------------------
                                                           1998              1997
                                                        ----------        ----------
<S>                                                     <C>               <C>       
Net loss .......................................        $ (89,620)        $ (41,536)
                                                        ---------         ---------

Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation ................................          277,499           217,048
   Amortization of discounts on mortgage
     note payable ..............................           19,421            19,421
   Changes in assets and liabilities:
     Cash segregated for security deposits .....             (576)             (665)
     Accounts receivable .......................           (2,890)           (6,552)
     Escrow deposits ...........................          (40,595)           86,378
     Prepaid expenses and other assets .........              953             1,492
     Accounts payable and accrued expenses .....           38,805            (5,053)
     Accrued property taxes ....................           16,873            34,073
     Payable to affiliates - General Partner....           90,821            73,081
     Security deposits and deferred rental
       revenue .................................              970             8,943
                                                        ---------         ---------
       Total adjustments .......................          401,281           428,166
                                                        ---------         ---------

Net cash provided by operating activities ......        $ 311,661         $ 386,630
                                                        =========         =========
</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)

                                  June 30, 1998

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 six months ended June 30, 1998 are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 1998.

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,  1997,  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 McNeil Real Estate Management,  Inc.,
Investor Services, 13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240.

NOTE 3.
-------

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
$1,382,600 were outstanding at June 30, 1998.


<PAGE>
Compensation  and  reimbursements  paid to or  accrued  for the  benefit  of the
General Partner and its affiliates are as follows:
                                                             Six Months Ended
                                                                  June 30,
                                                           ---------------------
                                                               1998       1997
                                                           ----------  ---------

Property management fees...........................        $   60,786  $  56,978
Charged to general and administrative -
   affiliates:
   Partnership administration......................            33,448     31,284
   Asset management fee............................            84,996     70,776
                                                            ---------   --------
                                                           $  179,230  $ 159,038
                                                            =========   ========

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

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

The occupancy  rate at Harbour Club III Apartments was 96% at both June 30, 1998
and June 30, 1997.  Harbour Club III  Apartments was able to provide enough cash
flow from  operations  to meet ordinary  operating  expenses as well as the debt
service  for its  related  mortgage  note for the first six months of 1998.  The
property  is in need of major  capital  improvements  in order to compete in its
local market,  and the  Partnership has begun a program to complete such capital
improvements to be funded from existing cash reserves.  However, there can be no
assurances  that  such  reserves  will be  sufficient  to  complete  all  needed
improvements.

RESULTS OF OPERATIONS

Revenue:

Total  Partnership  revenues  increased by $32,682 and $79,480 for the three and
six months ended June 30, 1998, respectively, as compared to the same periods of
1997.  Rental  revenue was $617,700 and  $1,219,564 for the three and six months
ended June 30,  1998,  respectively,  and  remained  comparable  to $586,276 and
$1,144,699  for the same  periods  in 1997.  Interest  income  for the first six
months of 1998 increased by $4,615 as compared to prior period.

Expenses:

Total  expenses  increased  by $75,367 for the three months and $127,564 for the
six months ended June 30, 1998, as compared to the same periods in 1997.

Depreciation  expense increased $29,645 and $60,451 for the three and six months
ended June 30, 1998, respectively,  as compared to the same period for 1997. The
increase  can be  attributed  to  depreciation  of the more  than  $174,000  and
$511,000 of capital improvements added during 1998 and 1997, respectively, being
amortized over useful lives ranging from five to ten years.



<PAGE>

Property tax expense is based on estimates during the year. When the actual bill
is  received,  the expense is adjusted  accordingly.  During the last quarter of
1997, an approximately  $42,000  adjustment to decrease the first three quarters
estimate was made.  After taking this  adjustment  into account,  the expense is
comparable for the periods ended June 30, 1998, and June 30, 1997.

Utilities  decreased  $5,706 and $13,009 for the three and six months ended June
30, 1998, respectively, as compared to the same periods of 1997 due to decreased
electricity usage at Harbour Club III Apartments.

Other property  operating expenses decreased by $3,081 and $11,526 for the three
and six months  ended  June 30,  1998,  respectively,  as  compared  to the same
periods of last year. The decrease is mainly  attributed to bad debt collections
of more than $13,000 during the first six months of 1998.

General and  administrative  expenses  increased  by $39,115 and $83,259 for the
three and six months ended June 30, 1998, respectively,  as compared to the same
periods of 1997.  The increase was primarily due to increased  costs incurred to
explore alternatives to maximize the value of the Partnership (see Liquidity and
Capital Resources).

General and  administrative  - affiliates  increased  $8,843 and $16,384 for the
three and six months ended June 30, 1998, respectively,  as compared to the same
periods of 1997 due to an increase in the asset  management  fee.  This increase
was primarily  due to the increase of the net  operating  income on Harbour Club
III, on which the fee is based.

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

The Partnership was provided $311,661 of cash by operating activities during the
first six months of 1998 as compared  to  $386,630  for the same period in 1997.
Cash  paid to  suppliers  increased  by  $112,587  mainly  due to  payments  for
increased General and  Administrative  expenses as discussed above. The increase
was partially  offset by rental income increases of more than $74,000 at Harbour
Club III Apartments.

Cash used for additions to real estate was $174,806  during the first six months
of 1998 as compared to $57,420  during the same period of 1997. A greater amount
was spent in 1998 at Harbour Club III for landscape and signage improvements, as
well as electrical upgrades.  In addition,  hallway renovations were capitalized
during the first six months of 1998.

Cash used for principal payments on mortgage note payable was $47,581 during the
first six months of 1998 as compared to $44,372 for the same period of 1997.

Short-term liquidity:

At June 30, 1998, the  Partnership  held $883,904 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 1998 will be sufficient to fund the Partnership's budgeted
capital  improvements  for  1998  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.



<PAGE>

Long-term liquidity:

As   previously   announced,    the   Partnership   has   retained   PaineWebber
("PaineWebber"),  Incorporated  as its  exclusive  financial  advisor to explore
alternatives  to  maximize  the  value  of the  Partnership  including,  without
limitation,  a  transaction  in  which  limited  partnership  interests  in  the
Partnership are converted into cash. The Partnership,  through PaineWebber,  has
provided  financial and other information to interested parties and is currently
conducting  discussions  with one such party in an attempt to reach a definitive
agreement  with respect to a sale  transaction.  It is possible that the General
Partner  and its  affiliates  will  receive  non-cash  consideration  for  their
ownership  interests in connection  with any such  transaction.  There can be no
assurance that any such agreement will be reached nor the terms thereof.

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.

Forward-Looking Information:

Within this document,  certain  statements are made as to the expected occupancy
trends,  financial  condition,  results  of  operations,  and cash  flows of the
Partnership  for  periods  after  June 30,  1998.  All of these  statements  are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private  Securities  Litigation  Reform Act of 1995.  These  statements  are not
historical  and  involve  risks  and  uncertainties.  The  Partnership's  actual
occupancy trends, financial condition, results of operations, and cash flows for
future  periods may differ  materially  due to several  factors.  These  factors
include,  but are not limited to, the  Partnership's  ability to control  costs,
make necessary  capital  improvements,  negotiate the sale or refinancing of its
property, and respond to changing economic and competitive factors.

Other Information:

Management  has begun to review its  information  technology  infrastructure  to
identify any systems that could be affected by the year 2000  problem.  The year
2000 problem is the result of computer  programs  being written using two digits
rather  than  four to  define  the  applicable  year.  Any  programs  that  have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than  the  year  2000.   This  could   result  in  major   systems   failure  or
miscalculations.  The information  systems used by the Partnership for financial
reporting and  significant  accounting  functions  were made year 2000 compliant
during  recent  systems  conversions.  The  Partnership  is in  the  process  of
evaluating the computer systems at its property. The Partnership also intends to
communicate with suppliers, financial institutions and others to coordinate year
2000 issues.  Management  believes that the remediation of any outstanding  year
2000  conversion  issues  will not have a  material  or  adverse  effect  on the
Partnership's operations.


<PAGE>
                           PART II. OTHER INFORMATION

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

1.   Dick  and  Aloma  Anderson v.  McNeil  Real Estate Fund XXII, L.P. , McNeil
     Partners,  L.P.,  Wayne T. Shipp, the Wayne Shipp Agency,  Inc.,  Southmark
     Investment Group, Inc. and Southmark Realty Partners, Ltd. This lawsuit was
     filed in November  1993, in Washington  State in the Clark County  Superior
     Court. In 1985, the plaintiffs apparently spent $22,000 to purchase limited
     partnership  interests in Southmark Realty Partners Ltd. II , (not named by
     them as a defendant ) whose name is now McNeil Real Estate Fund XXII,  L.P.
     (the  "Partnership").   Plaintiffs  allege  that  in  connection  with  the
     transactions by which McNeil  Partners,  L.P. became general partner of the
     Partnership, and by which certain changes were made in the Partnership, the
     McNeil entities engaged in the offer and/or sale of unregistered securities
     in violation of Washington law. The plaintiffs have alleged that certain of
     the other  defendants  --  specifically  Mr. Shipp and the Shipp  Insurance
     Agency  --  engaged  in  fraud  in  connection  with  the  sale of  limited
     partnership interests in the Partnership to plaintiffs. The plaintiffs have
     not made fraud allegations against any of the McNeil or Southmark entities.
     The majority of  plaintiffs'  claims against the  Partnership  are based on
     allegations  that  the  securities  are  not  registered  in the  State  of
     Washington.  Although  it is the  Partnership's  position  that  it did not
     violate Washington law, in order to avoid any claims of successor liability
     and to avoid further legal costs,  the Partnership and the Shipp defendants
     agreed to settle with the  plaintiffs by each paying  $15,000 to plaintiffs
     in exchange  for a release of all claims.  Settlement  documents  have been
     executed. An Order of Dismissal was issued by the Court on August 3, 1998.

2.   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.,  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.
<PAGE>

     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. On October 31, 1997, the Plaintiffs filed a second  consolidated and
     amended complaint. The case has been stayed pending settlement discussions.
     While  actively  working  toward  a  final  resolution,  there  can  be  no
     assurances regarding settlement.

<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 19,493 and 19,567 weighted
                                    average  Current Income Units (in thousands)
                                    outstanding in 1998 and 1997,  respectively,
                                    and  13,243  and  13,248  weighted   average
                                    Growth/Shelter    Units    (in    thousands)
                                    outstanding in 1998 and 1997, respectively.

         27.                        Financial  Data  Schedule   for  the quarter
                                    ended June 30, 1998.


(b)      Reports on Form 8-K.   There  were  no reports on Form 8-K filed during
         the quarter ended June 30, 1998.



<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





August 14, 1998                     By: /s/  Ron K. Taylor
---------------                        -----------------------------------------
Date                                    Ron K. Taylor
                                        President and Director of McNeil
                                         Investors, Inc.
                                        (Principal Financial Officer)




August 14, 1998                     By: /s/  Carol A. Fahs
---------------                        -----------------------------------------
Date                                    Carol A. Fahs
                                        Vice President of McNeil Investors, Inc.
                                        (Principal Accounting Officer)