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      September 30, 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>
                                                                        September 30,         December 31,
                                                                            1997                 1996
                                                                       ---------------      --------------
ASSETS
------

Real estate investments:
<S>                                                                    <C>                  <C>           
   Land.....................................................           $       380,414      $      380,414
   Buildings and improvements...............................                10,270,655          10,084,053
                                                                        --------------       -------------
                                                                            10,651,069          10,464,467
   Less:  Accumulated depreciation..........................                (5,466,111)         (5,145,775)
                                                                        --------------       -------------
                                                                             5,184,958           5,318,692

Cash and cash equivalents...................................                   920,727             602,462
Cash segregated for security deposits.......................                    67,510              66,510
Accounts receivable.........................................                     7,087               4,614
Escrow deposits.............................................                   103,921             160,642
Prepaid expenses and other assets...........................                     9,953              11,445
                                                                        --------------       -------------
                                                                       $     6,294,156      $    6,164,365
                                                                        ==============       =============

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

Mortgage note payable, net..................................           $     5,941,486      $    5,979,501
Accounts payable and accrued expenses.......................                    86,278              90,572
Accrued property taxes .....................................                   150,750              66,427
Payable to affiliates - General Partner.....................                 1,864,398           1,756,367
Security deposits and deferred rental revenue...............                    71,564              65,571
                                                                        --------------       -------------
                                                                             8,114,476           7,958,438
                                                                        --------------       -------------

Partners' deficit:
   Limited  partners - 55,000,000  Units  authorized; 
     32,815,117 and 33,176,117 Units issued and outstanding
     at September 30, 1997 and December 31, 1996,
     respectively (19,567,088 and 19,688,088 Current
     Income Units outstanding at September 30, 1997 and
     December 31, 1996, respectively,  and 13,248,029 and
     13,310,029  Growth/Shelter  Units  outstanding   at 
     September  30, 1997  and   December 31, 1996, 
     respectively)..........................................                (1,567,141)         (1,541,156)
   General Partner..........................................                  (253,179)           (252,917)
                                                                        --------------       -------------
                                                                            (1,820,320)         (1,794,073)
                                                                        --------------       -------------
                                                                       $     6,294,156      $    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                      Nine Months Ended
                                               September 30,                          September 30,
                                      ---------------------------------    ---------------------------------
                                          1997               1996               1997                1996
                                      --------------    ---------------    --------------     --------------
Revenue:
<S>                                   <C>                <C>               <C>                <C>           
   Rental revenue................     $      606,423     $      570,705    $    1,751,122     $    1,687,006
   Interest......................             10,666              7,889            28,326             23,714
                                       -------------      -------------     -------------      -------------
     Total revenue...............            617,089            578,594         1,779,448          1,710,720
                                       -------------      -------------     -------------      -------------

Expenses:
   Interest......................            134,992            145,202           409,143            436,708
   Depreciation and
     amortization................            103,288            106,128           320,336            315,092
   Property taxes................             50,250             54,813           150,750            148,661
   Personnel costs...............             78,763             74,615           221,290            226,969
   Utilities.....................             14,427             20,728            94,247             89,876
   Repair and maintenance........             94,982             65,374           233,910            184,246
   Property management
     fees - affiliates...........             29,932             28,247            86,910             83,848
   Other property operating
     expenses....................             26,592             27,661            79,323             79,526
   General and administrative....             14,675             18,229            53,827             60,017
   General and administrative -
     affiliates..................             53,899             52,518           155,959            167,775
                                       -------------      -------------     -------------      -------------
     Total expenses..............            601,800            593,515         1,805,695          1,792,718
                                       -------------      -------------     -------------      -------------

Net income (loss)................     $      15,289      $      (14,921)   $      (26,247)    $      (81,998)
                                       ============       =============     =============      =============

Net income (loss) allocable
   to limited partners - Current
   Income Unit...................     $       1,376      $       (1,343)   $       (2,362)    $       (7,380)
Net income (loss) allocable
   to limited partners - Growth
   Shelter Unit..................            13,760             (13,429)          (23,623)           (73,798)
Net income (loss) allocable 
   to General Partner............               153                (149)             (262)              (820)
                                       -------------      -------------     -------------      -------------
Net income (loss)................     $      15,289      $      (14,921)   $      (26,247)    $      (81,998)
                                       ============       =============     =============      =============

Net income (loss) per thousand 
limited partnership units:
Current Income Units.............     $         .07      $         (.07)   $         (.12)    $         (.37)
                                       ============       =============     =============      =============

Growth/Shelter Units.............     $        1.04      $        (1.00)   $        (1.78)    $        (5.52)
                                       ============       =============     =============      =============

</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 Nine Months Ended September 30, 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........................                 (820)                      -                  (820)
   Current Income Units...................                    -                  (7,380)               (7,380)
   Growth/Shelter Units...................                    -                 (73,798)              (73,798)
                                                  -------------           -------------         -------------
Total net loss............................                 (820)                (81,178)              (81,998)
                                                  -------------           -------------         -------------

Balance at September 30, 1996.............       $     (251,529)         $   (1,249,493)       $   (1,501,022)
                                                  =============           =============         =============


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

Net loss
   General Partner........................                 (262)                      -                  (262)
   Current Income Units...................                    -                  (2,362)               (2,362)
   Growth/Shelter Units...................                    -                 (23,623)              (23,623)
                                                  -------------           -------------         -------------
Total net loss............................                 (262)                (25,985)              (26,247)
                                                  -------------           -------------         -------------

Balance at September 30, 1997.............       $     (253,179)         $   (1,567,141)       $   (1,820,320)
                                                  =============           =============         =============
</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>
                                                                               Nine Months Ended
                                                                                 September 30,
                                                                  ------------------------------------------
                                                                        1997                     1996
                                                                 ------------------        ----------------
Cash flows from operating activities:
<S>                                                              <C>                       <C>            
   Cash received from tenants........................            $       1,750,749         $     1,695,554
   Cash paid to suppliers............................                     (602,851)               (701,953)
   Cash paid to affiliates...........................                     (134,838)                (83,794)
   Interest received.................................                       28,326                  23,714
   Interest paid.....................................                     (380,404)               (409,159)
   Property taxes paid and escrowed..................                      (88,969)                (92,104)
                                                                  ----------------          --------------
Net cash provided by operating activities............                      572,013                 432,258
                                                                  ----------------          --------------

Net cash used in investing activities:
   Additions to real estate investments..............                     (186,602)               (215,831)
                                                                 -----------------          --------------

Net cash used in financing activities:
   Principal payments on mortgage note
     payable.........................................                      (67,146)                (62,620)
                                                                 -----------------          --------------

Net increase in cash and cash equivalents............                      318,265                 153,807

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

Cash and cash equivalents at end of period...........            $         920,727         $       783,554
                                                                  ================          ==============
</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>
                                                                             Nine Months Ended
                                                                                September 30,
                                                                  -----------------------------------------
                                                                        1997                     1996
                                                                  -----------------        ----------------
<S>                                                               <C>                      <C>             
Net loss.............................................             $        (26,247)        $       (81,998)
                                                                   ---------------          --------------

Adjustments to reconcile net loss to net cash 
   provided by operating activities:
   Depreciation and amortization.....................                      320,336                 315,092
   Amortization of discounts on mortgage
     note payable....................................                       29,131                  27,914
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                       (1,000)                 10,320
     Accounts receivable.............................                       (2,473)                 (2,033)
     Escrow deposits.................................                       56,721                  58,644
     Prepaid expenses and other assets...............                        1,492                      72
     Accounts payable and accrued expenses...........                       (4,294)                (52,632)
     Accrued property taxes..........................                       84,323                  (4,161)
     Payable to affiliates - General Partner.........                      108,031                 167,829
     Security deposits and deferred rental
       revenue.......................................                        5,993                  (6,789)
                                                                   ---------------          --------------
       Total adjustments.............................                      598,260                 514,256
                                                                   ---------------          --------------

Net cash provided by operating activities............             $        572,013         $       432,258
                                                                   ===============          ==============
</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)

                               September 30, 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 nine months ended September 30, 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.
-------

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.

While the Partnership has begun a program to complete such capital  improvements
to be funded from existing cash reserves,  there can be no assurances  that such
reserves will be sufficient to complete all needed improvements.

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.







<PAGE>
NOTE 4.
-------

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
$1,244,788 were outstanding at September 30, 1997.

Compensation  and  reimbursements  paid to or  accrued  for the  benefit  of the
General Partner and its affiliates are as follows:
                                                      Nine Months Ended
                                                         September 30,
                                                  -------------------------
                                                    1997             1996
                                                  ----------      ---------

Property management fees....................      $   86,910      $  83,848
Charged to general and administrative -
   affiliates:
   Partnership administration...............          46,449         63,101
   Asset management fee.....................         109,510        104,674
                                                   ---------       --------
                                                  $  242,869      $ 251,623
                                                   =========       ========


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

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

The Partnership was provided $572,013 of cash by operating activities during the
first nine months of 1997 as  compared to $432,258  for the same period in 1996.
Cash paid to suppliers  decreased by $99,102  mainly due to a receipt of $83,000
for  property  replacements  from  escrow  previously  held by HUD,  the  former
mortgage  holder  of  Harbour  Club  III  Apartments.  Cash  paid to  affiliates
increased by $51,044 due to the resumption of overhead  payments to an affiliate
of the General Partner for administering the Partnership's affairs in 1997.




<PAGE>
Cash used for additions to real estate was $186,602 during the first nine months
of 1997 as compared to $215,831 during the same period of 1996. A greater amount
was spent in 1996 at  Harbour  Club III for  paving  and  hallway  upgrades.  In
addition,  the replacement of appliances,  which met the Partnership's  criteria
for capitalization of replacements in 1996, were expensed in 1997.

Cash used for principal payments on mortgage note payable was $67,146 during the
first nine months of 1997 as compared to $62,620 for the same period of 1996.

Short-term liquidity:

At  September  30,  1997,  the  Partnership  held  $920,727  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.

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.

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

The occupancy rate at Harbour Club III Apartments was 96% at September 30, 1997.
The occupancy  rate at December 31, 1996,  was 94%.  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
nine months of 1997.  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.


<PAGE>
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 an unaffiliated Partnership.  McREMI had been managing all four phases of the
complex until  December 1992,  when the property  management  agreement  between
McREMI and the unaffiliated Partnership was canceled.  Additionally,  in January
1993, Phase I defaulted on the mortgage loan to HUD, the former mortgage holder.
In the beginning of July 1997,  the mortgage note was  reinstated  after Phase I
has made all the delinquent payments and late charges.  Regular monthly mortgage
payments were resumed in July 1997.

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

Revenue:

Total  Partnership  revenues  increased by $38,495 and $68,728 for the three and
nine months  ended  September  30, 1997,  respectively,  as compared to the same
periods of 1996.  Rental  revenue was $606,423 and  $1,751,122 for the three and
nine months ended September 30, 1997,  respectively,  and remained comparable to
$570,705 and  $1,687,006 for the same periods in 1996.  Interest  income for the
first nine months of 1997 increased by $4,612 as compared to prior period.

Expenses:

Total expenses increased by $8,285 for the three months ended September 30, 1997
and  increased  by $12,977 for the nine months  ended  September  30,  1997,  as
compared to the same periods in 1996.

Repairs and maintenance  expense  increased by $29,608 and $49,664 for the three
and nine months ended September 30, 1997, respectively,  as compared to the same
periods 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, but were expensed in 1997.

General and administrative expenses decreased by $3,554 and $6,190 for the three
and nine months ended September 30, 1997, respectively,  as compared to the same
periods of 1996. The decrease was primarily due to decreased legal fees relating
to the  rescission  of  Partnership  Units in 1996.  The decrease was  partially
offset  by the  costs  incurred  for  investor  services  which  were paid to an
unrelated third party in 1997.  During the first nine months of 1996, such costs
were paid to an  affiliate of the General  Partner and were  included in general
and administrative - affiliates on the Statement of Operations.

General and  administrative - affiliates  decreased  $11,816 for the nine months
ended  September  30,  1997 as  compared  to the same  period of 1996.  This was
attributable to costs of investor services discussed above.


<PAGE>
                           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.,
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.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint.  Defendants intend to file a demurrer to the second  consolidated and
amended complaint on or before December 1, 1997.




<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 September 30, 1997.


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





November 13, 1997                 By:  /s/  Ron K. Taylor
------------------                   -------------------------------------------
Date                                   Ron K. Taylor
                                       President and Director of McNeil 
                                        Investors, Inc.
                                       (Principal Financial Officer)




November 13, 1997                 By:  /s/  Carol A. Fahs
------------------                   -------------------------------------------
Date                                   Carol A. Fahs
                                       Vice President of McNeil Investors, Inc.
                                       (Principal Accounting Officer)