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     September 30, 1999
                                     -------------------------------------------


                                       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>
                                                                       September 30,         December 31,
                                                                           1999                 1998
                                                                       -------------         ------------
ASSETS
------

Real estate investments:
<S>                                                                    <C>                  <C>
   Land .......................................................        $    380,414         $    380,414
   Buildings and improvements .................................          10,978,834           10,902,583
                                                                       ------------         ------------
                                                                         11,359,248           11,282,997
   Less:  Accumulated depreciation ............................          (6,586,391)          (6,151,093)
                                                                       ------------         ------------
                                                                          4,772,857            5,131,904

Cash and cash equivalents .....................................           1,557,270            1,114,934
Cash segregated for security deposits .........................              69,380               68,788
Accounts receivable ...........................................               4,281                4,867
Escrow deposits ...............................................              75,547              118,261
Prepaid expenses and other assets .............................              13,994                9,700
                                                                       ------------         ------------
                                                                       $  6,493,329         $  6,448,454
                                                                       ============         ============

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

Mortgage note payable, net ....................................        $  5,826,175         $  5,871,684
Accounts payable and accrued expenses .........................              99,704              119,347
Accrued property taxes ........................................              32,868               71,800
Payable to affiliates - General Partner .......................           2,310,108            2,140,623
Deferred revenue ..............................................              36,580               40,514
Security deposits and deferred rental revenue .................              69,351               66,792
                                                                       ------------         ------------
                                                                          8,374,786            8,310,760
                                                                       ------------         ------------

Partners' deficit:
   Limited  partners - 55,000,000  Units  authorized;
     32,694,117 and 32,736,117 Units issued and out-
     standing  at September 30, 1999 and December 31, 1998,
     respectively (19,493,088 Current Income Units out-
     standing at September 30, 1999 and December 31, 1998;
     13,201,029 and 13,243,029  Growth/Shelter Units
     outstanding at September 30, 1999 and
     December 31, 1998, respectively) .........................          (1,627,666)          (1,608,707)
   General Partner ............................................            (253,791)            (253,599)
                                                                       ------------         ------------
                                                                         (1,881,457)          (1,862,306)
                                                                       ------------         ------------
                                                                       $  6,493,329         $  6,448,454
                                                                       ============         ============
</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,
                                         ------------------------------         -------------------------------
                                             1999               1998               1999                 1998
                                         -----------        -----------         -----------         -----------
Revenue:
<S>                                      <C>                <C>                 <C>                 <C>
   Rental revenue ...............        $   680,486        $   652,397         $ 1,969,333         $ 1,871,961
   Interest .....................             15,543             11,070              39,159              33,345
                                         -----------        -----------         -----------         -----------
     Total revenue ..............            696,029            663,467           2,008,492           1,905,306
                                         -----------        -----------         -----------         -----------

Expenses:
   Interest .....................            132,415            133,335             398,603             401,273
   Depreciation .................            145,984            142,501             435,298             420,000
   Property taxes ...............             42,000             42,501             126,000             127,503
   Personnel costs ..............             69,393             77,226             210,470             231,346
   Utilities ....................             19,621             21,097              78,424              87,908
   Repair and maintenance .......             97,006             92,278             242,555             229,521
   Property management
     fees - affiliates ..........             33,308             31,773              97,811              92,559
   Other property operating
     expenses ...................             23,167             22,360              70,707              63,565
   General and administrative ...             33,170             39,612             179,571             162,023
   General and administrative -
     affiliates .................             64,203             63,762             188,204             182,206
                                         -----------        -----------         -----------         -----------
     Total expenses .............            660,267            666,445           2,027,643           1,997,904
                                         -----------        -----------         -----------         -----------

Net income (loss) ...............        $    35,762        $    (2,978)        $   (19,151)        $   (92,598)
                                         ===========        ===========         ===========         ===========

Net income (loss) allocable to
   limited partners - Current
   Income Unit ..................        $     3,219        $      (268)        $    (1,723)        $    (8,334)
Net income (loss) allocable to
   limited partners - Growth
   Shelter Unit .................             32,186             (2,680)            (17,236)            (83,338)
Net income (loss) allocable to
   General Partner ..............                357                (30)               (192)               (926)
                                         -----------        -----------         -----------         -----------
Net income (loss) ...............        $    35,762        $    (2,978)        $   (19,151)        $   (92,598)
                                         ===========        ===========         ===========         ===========

Net income (loss) per thousand
 limited partnership units:
Current Income Units ............        $       .17        $      (.01)        $      (.09)        $      (.43)
                                         ===========        ===========         ===========         ===========

Growth/Shelter Units ............        $      2.44        $      (.20)        $     (1.31)        $     (6.29)
                                         ===========        ===========         ===========         ===========
</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, 1999 and 1998


<TABLE>
<CAPTION>

                                                                                         Total
                                                    General          Limited            Partners'
                                                    Partner          Partners           Deficit
                                                  -----------       ------------     --------------
<S>                                               <C>               <C>              <C>
Balance at December 31, 1997 .............        $ (252,705)       $(1,520,196)     $  (1,772,901)

Net loss
   General Partner .......................              (926)                --               (926)
   Current Income Units ..................                --             (8,334)            (8,334)
   Growth/Shelter Units ..................                --            (83,338)           (83,338)
                                                  ----------        -----------      -------------
Total net loss ...........................              (926)           (91,672)           (92,598)
                                                  ----------        -----------      -------------

Balance at September 30, 1998 ............        $ (253,631)       $(1,611,868)     $  (1,865,499)
                                                  ==========        ===========      =============



Balance at December 31, 1998 .............        $ (253,599)       $(1,608,707)     $  (1,862,306)

Net loss
   General Partner .......................              (192)                --               (192)
   Current Income Units ..................                --             (1,723)            (1,723)
   Growth/Shelter Units ..................                --            (17,236)           (17,236)
                                                  ----------        -----------      -------------
Total net loss ...........................              (192)           (18,959)           (19,151)
                                                  ----------        -----------      -------------

Balance at September 30, 1999 ............        $ (253,791)       $(1,627,666)     $  (1,881,457)
                                                  ==========        ===========      =============
</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>
                                                                 Nine Months Ended
                                                                    September 30,
                                                           --------------------------------
                                                               1999                1998
                                                           ------------        ------------
Cash flows from operating activities:
<S>                                                        <C>                 <C>
   Cash received from tenants .....................        $ 1,965,255         $ 1,934,431
   Cash paid to suppliers .........................           (802,517)           (780,859)
   Cash paid to affiliates ........................           (116,530)           (119,800)
   Interest received ..............................             39,159              33,345
   Interest paid ..................................           (367,357)           (372,562)
   Property taxes paid and escrowed ...............           (122,218)           (163,086)
                                                           -----------         -----------
Net cash provided by operating activities .........            595,792             531,469
                                                           -----------         -----------

Cash used in investing activities:
   Additions to real estate investments ...........            (76,251)           (244,351)
                                                           -----------         -----------

Cash used in financing activities:
   Principal payments on mortgage note
     payable ......................................            (77,205)            (72,001)
                                                           -----------         -----------

Net increase in cash and cash equivalents .........            442,336             215,117

Cash and cash equivalents at beginning of
   period .........................................          1,114,934             794,630
                                                           -----------         -----------

Cash and cash equivalents at end of period ........        $ 1,557,270         $ 1,009,747
                                                           ===========         ===========
</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,
                                                             ----------------------------
                                                                1999              1998
                                                             ----------        ----------
<S>                                                          <C>               <C>
Net loss ............................................        $ (19,151)        $ (92,598)
                                                             ---------         ---------

Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation .....................................          435,298           420,000
   Amortization of discounts on mortgage
     note payable ...................................           31,696            29,131
   Changes in assets and liabilities:
     Cash segregated for security deposits ..........             (592)           (1,040)
     Accounts receivable ............................              586             8,734
     Escrow deposits ................................           42,714           (94,957)
     Prepaid expenses and other assets ..............           (4,294)              953
     Accounts payable and accrued expenses ..........          (19,643)            2,168
     Accrued property taxes .........................          (38,932)           59,374
     Payable to affiliates - General Partner ........          169,485           154,965
     Deferred revenue ...............................           (3,934)               --
     Security deposits and deferred rental
       revenue ......................................            2,559            44,739
                                                             ---------         ---------
       Total adjustments ............................          614,943           624,067
                                                             ---------         ---------

Net cash provided by operating activities ...........        $ 595,792         $ 531,469
                                                             =========         =========
</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, 1999

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, 1999
are not necessarily indicative of the results to be expected for the year ending
December 31, 1999.

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,  1998,  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.
-------

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

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.







<PAGE>
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
$1,591,404 were outstanding at September 30, 1999. The fee percentage  decreases
to .75% in 2000, .50% in 2001 and .25% thereafter.

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,
                                                    ---------------------------
                                                      1999              1998
                                                    ---------        ----------

Property management fees.......................     $  97,811        $   92,559
Charged to general and administrative -
   affiliates:
   Partnership administration..................        48,605            50,568
   Asset management fee........................       139,599           131,638
                                                    ---------        ----------
                                                    $ 286,015        $  274,765
                                                    =========        ==========

NOTE 5.
-------

On June 24, 1999, the Partnership and 18 affiliated partnerships,  collectively,
(the "Partnerships"),  the General Partner, McNeil Investors,  Inc., McNeil Real
Estate Management, Inc. ("McREMI"), McNeil Summerhill, Inc. and Robert A. McNeil
entered into a definitive  acquisition  agreement (the "Master  Agreement") with
WXI/McN Realty L.L.C.  ("Newco"),  an affiliate of Whitehall  Street Real Estate
Limited Partnership XI, a real estate investment fund managed by Goldman,  Sachs
& Co., whereby Newco and its  subsidiaries  will acquire the  Partnerships.  The
Master Agreement provides that the Partnerships will be merged with subsidiaries
of Newco.  The Master  Agreement also provides for the  acquisition by Newco and
its  subsidiaries of the assets of McREMI.  The aggregate  consideration  in the
transaction,  including the assumption or prepayment of all outstanding mortgage
debt of the Partnerships, is approximately $644,440,000.

Pursuant  to the terms of the Master  Agreement,  the  limited  partners  in the
Partnership  will  receive  cash on the  closing  date of the  transaction  (the
"Closing  Date")  in  exchange  for  their  limited  partnership  interests.  In
addition,  the  Partnership  will declare a special  distribution to its limited
partners  on the Closing  Date equal to its then  positive  net working  capital
balance, if any. The estimated  aggregate  consideration and net working capital
distribution  to be  received  per unit of limited  partnership  interest in the
Partnership were estimated as $0.25 (Current Income Units only).





<PAGE>
The above estimates of the Partnership per unit estimated  merger  consideration
and working capital  distribution and the interest of McNeil Partners,  L.P. are
based upon, among other things, the balance sheet of the Partnership as of March
31, 1999,  adjusted for intangible  assets,  non-cash  liabilities,  transaction
expenses  and the McNeil  Partners,  L.P.  interest in the  Partnership.  Actual
amounts,  including the estimate  allocable to McNeil Partners,  L.P., will vary
with the performance of the Partnership and McNeil  Partners,  L.P.  through the
closing date.  The above  estimated  merger  consideration  and special  working
capital  distribution  will be adjusted  at closing to reflect the then  working
capital position of the Partnership.

On the Closing Date,  the General  Partner of the  Partnership,  will receive an
equity  interest  in  Newco in  exchange  for its  contribution  to Newco of the
general  partnership  interests  in the  Partnerships,  the limited  partnership
interests in Fairfax Associates II L.P. and McNeil Summerhill Associates and the
assets of McREMI.

The  Partnership's  participation  in the transaction is subject to, among other
conditions,  the  approval  by  a  majority  of  the  limited  partners  of  the
Partnership.

In some circumstances,  as defined in the Master Agreement, the Partnerships may
be subject to a break-up fee, up to an aggregate maximum of $18,000,000,  if the
Master Agreement is terminated with respect to one or more of the  Partnerships.
In the case of termination of the Master Agreement in these circumstances,  each
of the  Partnerships  with  respect  to  which  the  Master  Agreement  has been
terminated  will be severally,  but not jointly,  liable for payment to Newco of
its  respective  break-up  fee.  The  break-up  fee ratably  calculated  for the
Partnership is $388,926.

All previous costs associated with this transaction had been allocated among the
Partnerships  and McREMI based on the relative  number of  properties  contained
therein.  On June 24, 1999,  a fairness  opinion (the  "Fairness  Opinion")  was
rendered by Robert A. Stanger & Co., Inc., an independent  financial advisor, to
the  effect  that  the  aggregate  consideration  to be  paid  for  the  general
partnership   interests  and  limited  partnership   interests  in  all  of  the
Partnerships  and the assets of McREMI is fair from a financial point of view to
the holders of each class of limited  partnership.  Based on the relative values
as set forth in the Fairness Opinion,  the Partnership recorded an adjustment to
general and  administrative  expenses and accounts  payable and accrued expenses
during  the second  quarter  of 1999 in the  amount of  $59,464  to reflect  the
reallocation of previously paid  transaction  costs among the  Partnerships  and
McREMI.

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

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

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 1999.  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>
RECENT DEVELOPMENTS
-------------------

On June 24, 1999, McNeil Partners, L.P. (the General Partner of the Partnership)
and WXI/McN Realty L.L.C.,  an affiliate of Whitehall Street Real Estate Limited
Partnership XI ("Whitehall"),  a real estate investment fund managed by Goldman,
Sachs & Co.,  announced  that they have entered  into a  definitive  acquisition
agreement  whereby the Whitehall  affiliate will acquire by merger nineteen real
estate  limited  partnerships  operated by McNeil  Partners,  L.P. and Robert A.
McNeil.  The limited  partnerships  involved are the Partnership and McNeil Real
Estate Funds IX, X, XI, XII, XIV, XV, XX, XXI, XXIII, XXIV, XXV, XXVI and XXVII,
Hearth Hollow  Associates,  McNeil  Midwest  Properties  I, L.P.,  Regency North
Associates,   Fairfax  Associates  and  McNeil  Summerhill  (collectively,   the
"Partnerships").  The  Partnerships  (other than Fairfax  Associates  and McNeil
Summerhill  which are wholly-owned by Robert A. McNeil and related parties) will
be merged with  subsidiaries of WXI/McN Realty L.L.C. The acquisition  agreement
also provides for the  acquisition  by WXI/McN  Realty  L.L.C.  of the assets of
McNeil Real Estate Management,  Inc. ("McREMI").  The aggregate consideration in
the transaction, including all outstanding mortgage debt of the Partnerships, is
approximately $644,440,000.

Pursuant to the terms of the acquisition agreement, the limited partners in each
of the  Partnerships  (other than those  wholly-owned  by Robert A. McNeil) will
receive  cash on the  closing  date of the  transaction  in  exchange  for their
limited partnership interests. In addition, each Partnership will make a special
distribution  to its limited  partners on the  closing  date of the  transaction
equal to its then net positive  working capital balance.  McNeil Partners,  L.P.
will receive an equity  interest in WXI/McN  Realty  L.L.C.  in exchange for its
contribution  of its general  partnership  interests  in the  Partnerships,  the
limited partnership interests in its wholly-owned Partnerships and the assets of
McREMI.

The proposed  transaction  follows an extensive  marketing effort by PaineWebber
Incorporated, exclusive financial advisor to the Partnerships.

The  transaction  has been  unanimously  approved by the Board of  Directors  of
McNeil  Investors,  Inc.,  the general  partner of McNeil  Partners,  L.P.,  the
general partner of each of the Partnerships other than Regency North Associates,
Fairfax  Associates and McNeil  Summerhill.  The respective  general partners of
Regency North  Associates,  Fairfax  Associates and McNeil  Summerhill also have
approved the  transaction.  The Board of Directors of McNeil Investors based its
approval upon, among other things,  the recommendation of a Special Committee of
the Board,  appointed at the  beginning  of the  discussions  with  Whitehall to
represent the interests of holders of limited  partnership  interests in each of
the Partnerships.  In addition,  the Special Committee and the Board relied upon
fairness  opinions given by Robert A. Stanger & Co., Inc.  ("Stanger & Co."), an
independent  financial  advisor  to the  Partnerships,  to the  effect  that the
aggregate  consideration  is  fair  to the  holders  of each  class  of  limited
partnership  interests  in each of the  Partnerships.  The  Special  Committee's
recommendation  was also  based upon the  separate  opinions  of Eastdil  Realty
Company ("Eastdil"), the independent financial advisor to the Special Committee.
Stanger & Co. and Eastdil have each also  rendered an opinion that the aggregate
consideration  to be paid for the  general  partnership  interests  and  limited
partnership  interests  in all of the  Partnerships  and the assets of McREMI is
fair from a  financial  point of view to the  holders  of each  class of limited
partnership interests in each of the Partnerships.



<PAGE>
Each of the Partnerships'  participation in the transaction is subject to, among
other  conditions,  the  approval by a majority  of the limited  partners of the
respective   Partnerships.   The  approval  of  the  limited   partners  of  the
Partnerships  will be sought at meetings to be held in the coming  months  after
the filing of proxy statements with the Securities and Exchange  Commission with
respect to the publicly traded Partnerships, and the subsequent mailing of proxy
statements to the limited partners. Preliminary proxy statements were filed with
the SEC on August 3, 1999 and amended proxy  statements were filed September 30,
1999, October 21, 1999 and November 10, 1999.

The aggregate  consideration in the transaction has been allocated preliminarily
among the general partnership interests and the limited partnership interests in
each of the Partnerships and McREMI,  based upon an allocation analysis prepared
by Stanger & Co. and confirmed by Eastdil.  Based upon this allocation  analysis
and the fairness  opinions  rendered by Stanger & Co. and  Eastdil,  the Special
Committee,  the Board of Directors of McNeil  Investors,  Inc.,  the  respective
general  partners of Regency North  Associates,  Fairfax  Associates  and McNeil
Summerhill  have each  unanimously  approved  the  allocation  of the  aggregate
consideration.   The  estimated  aggregate  consideration  and  working  capital
distribution  to be  received  per unit of limited  partnership  interest of the
Partnership were estimated as $0.25 (Current Income Units only).

McNeil Partners,  L.P. will contribute its real estate investment and management
company  business to a  subsidiary  of WXI/McN  Realty,  L.L.C.,  along with its
general  partnership  interests in the Partnerships and its limited  partnership
interests in the wholly-owned Partnerships, having an aggregate allocated value,
as  determined  by  Stanger  &  Co.,  of  approximately  $58,640,000,  of  which
approximately  $29,400,000  reflects  balances due to McNeil Partners,  L.P. and
McREMI as reflected on the  Partnerships'  financial  statements as of March 31,
1999.

The above estimates of the Partnership per unit estimated  merger  consideration
and working capital  distribution and the interest of McNeil Partners,  L.P. are
based upon, among other things, the balance sheet of the Partnership as of March
31, 1999,  adjusted for intangible  assets,  non-cash  liabilities,  transaction
expenses  and the McNeil  Partners,  L.P.  interest in the  Partnership.  Actual
amounts,  including the estimate  allocable to McNeil Partners,  L.P., will vary
with the performance of the Partnership and McNeil  Partners,  L.P.  through the
closing date.  The above  estimated  merger  consideration  and special  working
capital  distribution  will be adjusted  at closing to reflect the then  working
capital position of the Partnership.

Whitehall is a $2.26 billion equity fund and is the seventh in a series of funds
sponsored and capitalized by Goldman, Sachs & Co. and its affiliates, along with
public and private investors, to acquire real estate worldwide.

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

Revenue:

Total Partnership  revenues  increased by $32,562 and $103,186 and for the three
and nine months  ended  September  30,  1999 as compared to the same  periods in
1998.  Rental  revenue was $680,486 and $1,969,333 for the three and nine months
ended September 30, 1999 and remained  comparable to $652,397 and $1,871,961 for
the same  periods in 1998.  Interest  income  for the first nine  months of 1999
increased by $5,814 as compared to the prior period.


<PAGE>
Expenses:

Total  expenses  decreased by $6,178 and  increased by $29,739 for the three and
nine months  ended  September  30, 1999 as compared to the same periods in 1998.
Increases in other property  operating  expenses and general and  administrative
expenses were partially offset by a decrease in utilities.

Utilities  expense  decreased  $1,476 or 7% and  $9,484 or 11% for the three and
nine months  ended  September  30, 1999 as compared to the same period for 1998,
due to a reduction in electricity costs at Harbour Club III Apartments. Electric
expenses  decreased  $7,970 for the nine  months  ended  September  30,  1999 as
compared  to  the  same  period  last  year,  primarily  due  to a  decrease  in
electricity used in the vacant units to make them market ready.

Other property operating expenses increased $807 or 4% and $7,142 or 11% for the
three and nine months ended September 30, 1999, respectively, as compared to the
same period of 1998. This increase was mainly attributable to decreased bad debt
collections.  The  collection  of bad debt totaled  $9,793 during the first nine
months of 1999, as compared to $17,690 for the same period of 1998.

General and administrative expensed decreased by $6,442 and increased by $17,548
for the three  and nine  months  ended  September  30,  1999,  respectively,  as
compared  to the same  period of last  year.  The  increase  was  mainly  due to
increased  costs incurred to explore  alternatives  to maximize the value of the
Partnership  (see  Recent  Developments)  and due to a $59,464  reallocation  of
previously  paid  transaction  costs  among the  Partnerships  and McREMI in the
second quarter of 1999 (see Note 5).

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

The Partnership was provided $595,792 of cash by operating activities during the
first nine months of 1999 as  compared to $531,469  for the same period in 1998.
This  increase is primarily due to decreased  monthly  deposits into the tax and
insurance  escrow  account held by the lender of Harbour Club III Apartments and
increased cash received from tenants  provided by increases in base rental rates
at Harbour Club III Apartments.

Cash used for additions to real estate was $76,251  during the first nine months
of 1999 as compared to $244,351 during the same period of 1998. A greater amount
was spent in 1998 at Harbour  Club III for  landscaping,  signage  improvements,
exterior  carpentry,  and paving, as well as electrical  upgrades.  In addition,
hallway renovations were capitalized during the first nine months of 1998.

Cash used for principal payments on the mortgage note payable was $77,205 during
the first nine months of 1999 as compared to $72,001  for  the  same  period  of
1998.

Short-term liquidity:

At  September  30,  1999,  the  Partnership  held  $1,557,270  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 1999 will be  sufficient  to fund the
Partnership's  budgeted  capital  improvements for 1999 and to repay the current
portion of the Partnership's mortgage note.



<PAGE>
Long-term liquidity:

Operations of the  Partnership's  properties are expected to provide  sufficient
cash flow for operating expenses, debt service payments and capital improvements
in the foreseeable  future.  The  Partnership's  working capital needs have been
supported by deferring certain affiliate payables. The Partnership owed payables
to  affiliates   for  property   management   fees,   Partnership   general  and
administrative  expenses,  asset  management fees and disposition  fees totaling
$2,310,108 at September 30, 1999. See "Recent Developments" above.

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  September 30, 1999. 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.

YEAR 2000 DISCLOSURE
--------------------

State of readiness
------------------

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.

Management has assessed its  information  technology  ("IT")  infrastructure  to
identify  any systems  that could be affected by the year 2000  problem.  The IT
used by the  Partnership  for  financial  reporting and  significant  accounting
functions was made year 2000 compliant  during recent systems  conversions.  The
software  utilized for these  functions  is licensed by third party  vendors who
have warranted that their systems are year 2000 compliant.








<PAGE>
Management  is  in  the  process  of  evaluating  the  mechanical  and  embedded
technological systems at the various properties.  Management has inventoried all
such systems and queried suppliers,  vendors and manufacturers to determine year
2000  compliance.  Based on this review,  management  believes these systems are
substantially compliant. In circumstances of non-compliance management will work
with the vendor to remedy the problem or seek alternative  suppliers who will be
in compliance.  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.  However, no estimates can be made as to the potential
adverse impact  resulting from the failure of third party service  providers and
vendors to be year 2000 compliant.

Cost
----

The cost of IT and  embedded  technology  systems  testing  and  upgrades is not
expected to be material to the Partnership. Because all the IT systems have been
upgraded  over the last three years,  all such systems were  compliant,  or made
compliant at no additional cost by third party vendors.  Management  anticipates
the costs of assessing,  testing, and if necessary replacing embedded technology
components will be less than $50,000.  Such costs will be funded from operations
of the Partnership.

Risks
-----

Ultimately,  the potential impact of the year 2000 issue will depend not only on
the corrective measures the Partnership undertakes, but also on the way in which
the year 2000 issue is  addressed  by  government  agencies  and  entities  that
provide services or supplies to the  Partnership.  Management has not determined
the most likely worst case scenario to the  Partnership.  As management  studies
the findings of its property  systems  assessment and testing,  management  will
develop  a better  understanding  of what  would  be the  worst  case  scenario.
Management  believes  that  progress  on all  areas is  proceeding  and that the
Partnership  will  experience  no  adverse  effect  as a result of the year 2000
issue. However, there is no assurance that this will be the case.

Contingency plans
-----------------

Management  is  developing  contingency  plans to  address  potential  year 2000
non-compliance of IT and embedded technology  systems.  Management believes that
failure of any IT system could have an adverse  impact on  operations.  However,
management  believes  that  alternative  systems  are  available  that  could be
utilized to minimize  such impact.  Management  believes that any failure in the
embedded  technology  systems  could have an adverse  impact on that  property's
performance. Management has assessed these risks and expects to have contingency
plans in place by December 31, 1999 for any material potential failures.


<PAGE>
                           PART II. OTHER INFORMATION

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

1)   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 XXIII,  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.,  Hearth  Hollow
     Associates, McNeil Midwest Properties I, L.P. and Regency North Associates,
     L.P.,  - 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 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.  ("McREMI")  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.  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 was stayed  pending  settlement  discussions.
     Because the settlement contemplated a transaction which included all of the
     Partnerships  and plaintiffs  claimed that an effort should be made to sell
     all of the  Partnerships,  in or around September 1998,  plaintiffs filed a
     third  consolidated and amended  complaint which included  allegations with
     respect to the  Partnerships  which had not been named in previously  filed
     complaints.


<PAGE>
     On September 15, 1998, the parties signed a Stipulation of Settlement.  For
     purposes of settlement,  the parties stipulated to a class comprised of all
     owners of  limited  partner  units in the  Partnerships  during  the period
     beginning June 21, 1991, the earliest date that proxy materials began to be
     issued in connection with the  restructuring of the  Partnerships,  through
     September 15, 1998. As structured,  the Stipulation of Settlement  provided
     for the payment of over $35 million in distributions  and the commitment to
     market the Partnerships for sale, together with McREMI,  through a fair and
     impartial bidding process overseen by a national  investment  banking firm.
     To ensure the integrity of that  process,  defendants  agreed,  among other
     things, to involve  plaintiffs'  counsel in oversight of that process,  and
     plaintiffs'  counsel  retained  an  independent  advisor to  represent  the
     interests  of  limited  partners  of the  Partnerships  in the  event  of a
     transaction. The transaction described in Item 2 - Recent Developments is a
     result  of  that  process.  The  settlement  was  not  conditioned  on  the
     consummation of this transaction.

     On October 6, 1998, the court gave preliminary  approval to the settlement.
     It granted final  approval to the  settlement on July 8, 1999 and entered a
     Final Order and Judgment dismissing the consolidated action with prejudice.
     As a condition  of final  approval,  the court  requested,  and the parties
     agreed  to, a slight  modification  of the  release in the  Stipulation  of
     Settlement  with respect to future claims.  Plaintiffs'  counsel intends to
     seek an order awarding  attorneys' fees and reimbursing their out-of-pocket
     expenses in an amount which is as yet undetermined. Fees and expenses shall
     be  allocated  amongst the  Partnerships  on a pro rata  basis,  based upon
     tangible  asset  value of each such  partnership,  less total  liabilities,
     calculated in accordance  with the Amended  Partnership  Agreements for the
     quarter most recently ended. A Notice of Appeal was filed September 3, 1999
     by High River  Limited  Partnership,  Unicorn  Associates  Corporation  and
     Longacre Corporation.

2)   High  River   Limited  Partnership,  Unicorn  Associates  Corporation   and
     Longacre  Corporation,  et al. v. McNeil Partners,  L.P.  ("MPLP"),  McNeil
     Investors, Inc., McNeil Real Estate Management,  Inc. (McREMI"),  Robert A.
     McNeil  and  Carole J.  McNeil,  - Supreme  Court of the State of New York,
     County of New York, - Index No. 99 603526.

     On July 23,  1999,  High  River and two other  affiliates  of Carl C. Icahn
     (Unicorn  Associates  Corporation  and  Longacre   Corporation),   filed  a
     complaint for damages in the Supreme Court of the State of New York, County
     of New York.  Plaintiffs allege that the defendants  improperly  interfered
     with  tender  offers made by High River for  limited  partner  units in the
     Partnership  and other  affiliated  partnerships  in which  MPLP  serves as
     General Partner (the "McNeil Partnerships"), by, among other things, filing
     purportedly  frivolous  litigation  to delay High River's  offers,  issuing
     purportedly  false  and  misleading  statements  opposing  the  offers  and
     purportedly  forcing  High River itself to file  litigation  to enforce its
     rights. High River also alleges that as a result the defendants caused High
     River to incur undue expense and that the defendants  ultimately  prevented
     High River  from  acquiring  a greater  number of  limited  partner  units.
     Plaintiffs also allege that the defendants  improperly  excluded High River
     from  participating  in the  auction  process  for the  sale of the  McNeil
     Partnerships,  and otherwise took steps to prevent its participation in the
     auction.  In  addition,  plaintiffs,  who are limited  partners  in,  among
     others,  McNeil  Funds IX, X, XI, XII,  XIV, XV, XX,  XXIV,  XXV,  XXVI and
     XXVII, have also sued the defendants based on their status as opt-outs from
     the  Schofield  settlement.  Plaintiffs  seek  undisclosed  damages  and an
     accounting.
<PAGE>
     On July 30, 1999,  defendants  filed an answer to the High River Complaint,
     denying  each and every  material  allegation  contained  in the High River
     Complaint   and  asserting   several   affirmative   defenses.   Settlement
     negotiations are underway.

3)   HCW Pension Real Estate Fund, Ltd. et al. v. Ernst & Young,  BDO Seidman et
     al. (Case  #92-06560-A).  This suit was filed on behalf of the  Partnership
     and other  affiliated  partnerships  (as  defined  in this  Section  3, the
     "Affiliated  Partnerships")  on May 26, 1992, in the 14th Judicial District
     Court  of  Dallas  County.   The  petition  sought  recovery   against  the
     Partnership's  former auditors,  Ernst & Young, for negligence and fraud in
     failing to detect and/or report  overcharges of fees/expenses by Southmark,
     the  former  general  partner.   The  former  auditors  initially  asserted
     counterclaims   against  the  Affiliated   Partnerships  based  on  alleged
     fraudulent misrepresentations made to the auditors by the former management
     of  the  Affiliated   Partnerships   (Southmark)  in  the  form  of  client
     representation  letters executed and delivered to the auditors by Southmark
     management.  The counterclaims sought recovery of attorneys' fees and costs
     incurred in defending this action.  The counterclaims  were later dismissed
     on appeal, as discussed below.

     The  trial  court  granted   summary   judgment   against  the   Affiliated
     Partnerships based on the statute of limitations;  however,  on appeal, the
     Dallas Court of Appeals reversed the trial court and remanded for trial the
     Affiliated  Partnerships'  fraud claims  against  Ernst & Young.  The Texas
     Supreme  Court  denied  Ernst &  Young's  application  for writ of error on
     January 11, 1996. Shortly before trial, the district court judge once again
     granted summary judgment against the Affiliated Partnerships on December 2,
     1996.  Hearing and oral  argument  before the Court of Appeals was heard on
     January 26, 1999. Judgment was entered in favor of the partnerships on June
     25,  1999 and the case was once  again  remanded  to the Trial  Court.  The
     General  Partner is  investigating  whether it is in the limited  partners'
     best interest to continue to pursue this case.


<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  weighted  average
                                    Current    Income   Units   (in   thousands)
                                    outstanding in 1999 and 1998,  respectively,
                                    and  13,201  and  13,243  weighted   average
                                    Growth/Shelter    Units    (in    thousands)
                                    outstanding in 1999 and 1998, respectively.

         27.                        Financial  Data  Schedule   for  the quarter
                                    ended September 30, 1999.

(b)       Reports  on  Form 8-K.  A  Report on  Form 8-K dated  July 8, 1999 was
          filed on July 9, 1999  regarding  the letter  received from High River
          Limited Partnership.

<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 15, 1999                  By: /s/  Ron K. Taylor
-----------------                     ------------------------------------------
Date                                   Ron K. Taylor
                                       President and Director of McNeil
                                         Investors, Inc.
                                       (Principal Financial Officer)




November 15, 1999                  By: /s/  Carol A. Fahs
-----------------                     ------------------------------------------
Date                                   Carol A. Fahs
                                       Vice President of McNeil Investors, Inc.
                                       (Principal Accounting Officer)